UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 18, 2022
_______________________________________________
Vintage Wine Estates, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada |
| 001-40016 |
| 87-1005902 | ||||||||||
(State or other jurisdiction |
| (Commission |
| (IRS Employer | ||||||||||
937 Tahoe Boulevard, Suite 210
Incline Village, Nevada 89451
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (877) 289-9463
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered | |||||||||||||
|
|
|
|
|
| ||||||||||||
Common stock, no par value per share |
| VWE |
| The Nasdaq Stock Market LLC | |||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
|
|
|
|
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
|
| ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
|
| ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
|
| ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K filed by Vintage Wine Estates, Inc., with the Securities and Exchange Commission on January 18, 2022 (the “Original 8-K”) is being filed solely to (i) correct an inadvertent typographical error on the share price used to determine the valuation of the common stock issued pursuant to the Agreement (as defined below) and described under Item 8.01, (ii) provide a description of the method of determining such share price pursuant to the Agreement, and (iii) include the Exhibit 104 XBRL cover page interactive data file within the exhibit list set forth under Item 9.01. No other changes have been made to the Original 8-K or Exhibit 99.1 thereto.
Item 8.01 — Other Events
On January 18, 2022, Vintage Wine Estates, Inc. (“VWE") entered into a definitive Merger Agreement (the "Agreement") with Paul T. Lux, the Paul T. Lux Irrevocable Trust (the “Seller”), and Meier’s Wine Cellars Holding Company, Inc., an Ohio corporation, and Meier’s Wine Cellars, Inc., an Ohio corporation (collectively, ”Meier’s”), pursuant to which VWE acquired Meier’s.
Pursuant to the Agreement, the total consideration payable by VWE to Seller at closing is equal to $25 million comprised of $12.5 million in cash and approximately $12.5 million in VWE stock, which was valued at $10.1672 per share, subject to customary post-closing adjustments. The price paid per share was determined based on the greater of (i) the closing price of VWE’s common stock as reflected on the Nasdaq Stock Market on January 18, 2022 under the symbol “VWE” and (ii) the six-day volume weighted average price of VWE’s common stock on January 18, 2022, as such common stock is traded on the Toronto Stock Exchange under the symbol “VWE.U. The terms of the acquisition also provide for the possibility of additional contingent consideration of up to $10 million based on Meier’s exceeding current EBTIDA levels over each of the next three years. The earn out consideration will also be paid in a combination of 50% cash and 50% stock.
On January 18, 2022, the Company issued a press release announcing the completion of the Meier's Wine Cellars, Inc. acquisition. A copy of that press release is included as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
99.1 | Press release dated January 18, 2022, announcing the acquisition of Meier's Wine Cellars, Inc. |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| Vintage Wine Estates, Inc. |
|
| (Registrant) |
|
|
|
Date: | January 18, 2022 | /s/ Patrick Roney |
|
| Patrick Roney |
|
| Chief Executive Officer |