| Item 3.02. |
Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 8.01 below is incorporated by reference into this Item 3.02.
On September 23, 2026, Beyond Meat, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) to exchange an aggregate of approximately $15.0 million principal amount of the Company’s outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes”) at a purchase price of 96% of the face value of such 2027 Notes for aggregate consideration consisting of a number of shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) calculated based on a volume-weighted average price (“VWAP”) calculation over the three trading days starting September 23, 2026 (the “VWAP Trading Days”), and a floor price of $7.4009 (such exchange transactions, collectively, the “Exchange Transactions”). 1,097,444 shares of Common Stock will be issued initially pursuant to the Exchange Transactions on or about the date hereof (the “Initial Settlement”), subject to customary closing conditions set forth in the Exchange Agreements, in exchange for the 2027 Notes. Such shares of Common Stock issued in the Initial Settlement are not subject to adjustment or required to be returned to the Company based on the final VWAP calculation described above. Depending on the final VWAP calculation, any shares required to be issued as a “true up” in addition to the shares issued in the Initial Settlement will be settled on or about September 28, 2026 (the “Final Settlement”), subject to customary closing conditions set forth in the Exchange Agreements. Up to a maximum of 848,265 additional shares of Common Stock may be issued in the Final Settlement if the VWAP calculation results in the floor price applying on each of the three VWAP Trading Days.
The issuance of the Common Stock pursuant to the Exchange Agreements is being made in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, in transactions not involving any public offering.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward-looking statements include statements regarding the timing and amount of closing of the Exchange Transactions. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from
