UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 6, 2023, The Vita Coco Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”) and a stockholder of the Company, Verlinvest Beverages SA (the “Selling Stockholder”), relating to an underwritten public offering (the “Offering”) of 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, all 4,000,000 shares of Common Stock are to be sold by the Selling Stockholder. The closing of the Offering occurred on November 9, 2023.
The offering of the Shares by the Selling Stockholder is being made pursuant to a registration statement on Form S-3 (Registration No. 333-271583) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2023, a prospectus included in the Registration Statement, and a prospectus supplement, dated November 6, 2023 and filed with the SEC on November 8, 2023.
The Company will not receive any of the proceeds from the sale of the Shares.
The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 6, 2023, by and among The Vita Coco Company, Inc., BofA Securities, Inc. and Verlinvest Beverages SA. | |
| 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 thereunto duly authorized.
| THE VITA COCO COMPANY, INC. | ||||||
| Date: November 9, 2023 | By: | /s/ Corey Baker | ||||
| Name: | Corey Baker | |||||
| Title: | Chief Financial Officer | |||||