Registration
No. 333-
As
filed with the Securities and Exchange Commission on August 14, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
STRYVE
FOODS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
87-1760117 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
Post
Office Box 864
Frisco,
TX 75034
(Address
of principal executive offices) |
|
75034
(Zip
Code) |
Second
Amended and Restated Stryve Foods, Inc. 2021 Omnibus Incentive Plan
(Full
title of the plan)
Norma
Garcia
Post
Office Box 864
Frisco,
TX 75034
Telephone:
(972) 987-5130
(Name,
address and telephone number, including
area
code, of agent for service) |
|
Copy
to:
John
J. Wolfel, Esq.
Chris
Babcock, Esq.
Foley
& Lardner LLP
One
Independent Drive, Suite 1300
Jacksonville,
Florida 32202
(904)
359-2000 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION
OF ADDITIONAL SECURITIES
PURSUANT
TO GENERAL INSTRUCTION E
This
Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a
Registration Statement on this form relating to an employee benefit plan is effective. Pursuant to Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registration Statements previously filed with respect to the Company’s
2021 Omnibus Incentive Plan on Form S-8 (Registration No. 333-259696 and 333-273074).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed with the Commission by Stryve Foods, Inc. (the “Company”) are hereby incorporated herein
by reference:
|
(a) |
our
annual report on Form 10–K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024. |
|
|
|
|
(b) |
our
quarterly reports on Form 10–Q for the three months ended March 31, 2024, filed with the SEC on May 14, 2024, and for the three
months ended June 30, 2024, filed with the SEC on August 14, 2024. |
|
|
|
|
(c) |
our
current reports on Form 8–K filed with the SEC on January 12, 2024, January 31, 2024, April 9, 2024, April 12, 2024, May 24, 2024, June 18, 2024 and July 3, 2024. |
|
|
|
|
(d) |
our
definitive proxy filed with the SEC on April 29, 2024; and. |
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(e) |
the
description of the common stock contained in our registration statement on Form 8-A (File No. 001-38785), filed with the SEC on January
23, 2019, pursuant to Section 12 of the Exchange Act, as updated by Exhibit 4.6 of our annual report on Form 10-K for the fiscal
year ended December 31, 2023, filed on April 1, 2024. |
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item
8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Plano, Texas, as of the 14th day of August, 2024.
|
Stryve
Foods, Inc. |
|
|
|
|
By: |
/s/
Christopher Boever |
|
|
Christopher
Boever |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities indicated as of the 14th day of August, 2024. Each person whose signature appears below constitutes and appoints Christopher
Boever and Norma Garcia, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant
to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature |
|
Title |
|
|
|
/s/
Christopher Boever |
|
Chief
Executive Officer and Director |
Christopher
Boever |
|
(Principal
Executive Officer and Director) |
|
|
|
/s/
R. Alex Hawkins |
|
Chief
Financial Officer |
R.
Alex Hawkins |
|
(Principal
Accounting and Financial Officer) |
|
|
|
/s/
B. Luke Weil |
|
|
B.
Luke Weil |
|
Director |
|
|
|
/s/
Kevin Vivian |
|
|
Kevin
Vivian |
|
Director |
|
|
|
/s/
Robert Ramsey |
|
|
Robert
Ramsey |
|
Director |
|
|
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/s/
Mauricio Orellana |
|
|
Mauricio
Orellana |
|
Director |
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|
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/s/
Chris Whitehair |
|
|
Chris
Whitehair |
|
Director |
|
|
|
/s/
Gregory S. Christenson |
|
|
Gregory
S. Christenson |
|
Director |
Exhibit
5.1
|
ATTORNEYS
AT LAW
One
independent drive, suite 1300
Jacksonville,
Florida 32202-5017
P.
O. Box 240
Jacksonville,
Florida 32201-0240
904.359.2000
TEL
904.359.8700
FAX
www.foley.com |
August
14, 2024
Stryve
Foods, Inc.
Post
Office Box 864
Frisco,
TX 75034
|
Re: |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to Stryve Foods, Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing of the Registration Statement on Form S-8 (Registration No. 333- ) (as it may be amended from time to time, the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”), relating to 400,000 shares of the Company’s Class A common stock (the “Shares”)
which may be issued pursuant the Stryve Foods, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”).
In
connection with this opinion, we have examined the following documents: (i) the Registration Statement, (ii) the First Amended and Restated
Certificate of Incorporation and the Bylaws of the Company, (iii) the Plan, (iv) certain resolutions adopted by the Board of Directors
of the Company, and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion
We
have also examined and relied upon originals or copies, certified or otherwise identified or authenticated to our satisfaction, of such
corporate records, instruments, agreements or other documents of the Company, and certificates of officers of the Company as to certain
factual matters, and have made such investigation of law and have discussed with officers and representatives of the Company such questions
of fact, as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed
the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness
of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.
Based
upon and subject to the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement have
been duly authorized and, when issued and delivered upon the grant or exercise of awards in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable.
We
render no opinion as to the effect of the laws of any state or jurisdiction other than the corporate law of the State of Delaware. We
assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any
fact that might change the opinions expressed herein after the date hereof.
We
hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption
“Legal Matters” in the prospectus that is a part of the Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations
of the Commission.
Exhibit
23.1
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We
consent to the incorporation by reference in this Registration Statement of Stryve Foods, Inc. on Form S-8 of our report dated April
1, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our
audits of the consolidated financial statements of Stryve Foods, Inc. as of December 31, 2023 and 2022 and for the years ended December
31, 2023 and 2022, appearing in the Annual Report on Form 10-K of Stryve Foods, Inc. for the year ended December 31, 2023.
/s/
Marcum LLP
Marcum
LLP
New
York, NY
August
14, 2024
EXHIBIT
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
STRYVE
FOODS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1) |
|
|
Proposed
Maximum
Offering
Price
Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount
of
Registration
Fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Class
A Common Stock, $0.0001 par value per share |
|
Other(2) |
|
|
400,000 |
(3) |
|
$ |
1.54 |
(2) |
|
$ |
616,000 |
|
|
|
$147.60
per $1,000,000 |
|
|
$ |
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Offering Amounts |
|
|
|
|
|
|
$ |
616,000 |
|
|
|
|
|
|
$ |
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91 |
|
(1) |
Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Stryve Foods,
Inc.’s (the “Registrant”) Class A common stock, par value of $0.0001 per share (“Common Stock”)
that become issuable under the Registrant’s Second Amended and Restated 2021 Omnibus Incentive Plan, as amended (the “Plan”),
by reason of any stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, split-up, reorganization,
consolidation or other similar transaction effected without the Registrant’s receipt of consideration, which results in an
increase in the number of shares of outstanding Common Stock. |
|
|
(2) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of
1933, as amended, based upon the average of the high and low prices of Common Stock as reported on the Nasdaq Capital Market on August
12, 2024. |
|
|
(3) |
Represents
400,000 additional shares of Common Stock that were authorized for issuance under the Plan. |
Stryve Foods (NASDAQ:SNAX)
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