424B3 1 8-k_delist_from_tsx_424b.htm 424B3 424B3

 

PROSPECTUS SUPPLEMENT NO. 9

 

Filed Pursuant to Rule 424(b)(3)

(to Prospectus dated November 4, 2021)

 

Registration No. 333-260530

 

 

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VINTAGE WINE ESTATES, INC.

 

10,000,000 Shares of Common Stock

__________________________________________

 

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 4, 2021 (as supplemented or amended from time to time, the “Prospectus”) with the information contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on February 22, 2022 (the “Report”). Accordingly, we have attached the Report to this prospectus supplement.

 

The Prospectus and this prospectus supplement relate to the resale from time to time of up to 10,000,000 shares of our common stock, no par value per share (“common stock”), issued pursuant to the terms of those certain subscription agreements entered into (the “PIPE Investment”) in connection with the Business Combination (as defined in the Prospectus). As described in the Prospectus, the selling securityholders named therein (collectively, the “Selling Stockholders”) or their permitted transferees may offer and sell from time to time up to 10,000,000 shares of our common stock that were issued to the Selling Stockholders in connection with the closing of the PIPE Investment and the Business Combination.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “VWE”. On February 19, 2022, the closing price of our common stock on Nasdaq was $8.30 per share.

 

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 7 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is February 22, 2022.

 

 

 

NAI-1522842668v1


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2022

_______________________________________________

 

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Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nevada

 

001-40016

 

87-1005902

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

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

Warrants to purchase common stock

 

VWEWW

 

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. ☐

 

 

 


 

 

Item 8.01 — Other Events

On February 18, 2022, Vintage Wine Estates, Inc. (“VWE” or the “Company”) issued a press release announcing that the Company had delivered written notice to the Toronto Stock Exchange (“TSX”) that the Company intends to voluntarily delist its common stock and warrants from the TSX. Pursuant to the Company’s application for voluntary delisting which received approval from the TSX, the Company’s common stock and warrants will be voluntarily delisted from the TSX at the close of trading on Monday, March 7, 2022.

 

The common stock and warrants will continue to trade on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the symbols “VWE” and “VWEWW”.

 

A copy of the press release announcing the delisting from the TSX is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Pursuant to the terms of the Investor Rights Agreement dated June 7, 2021 by and among the Company and the stockholders party thereto, upon the delisting of VWE’s common stock from the TSX, Bespoke Sponsor Capital LP will have the right to designate up to four nominees for election to the Company’s board of directors at any annual or special meeting of the stockholders at which directors of the Company are to be elected.

 

Item 9.01 — Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

Description

99.1

Press Release, dated February 18, 2022

104

Cover Page Interactive Data File (embedded within 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:

February 22, 2022

/s/ Patrick Roney

 

 

Patrick Roney

 

 

Chief Executive Officer