Zevia Files S-3 ATM Shelf to Offer up to $20M of Class A Stock

Rhea-AI Filing Summary

Zevia PBC entered into an Equity Distribution Agreement to sell up to $20,000,000 of its Class A common stock through Piper Sandler as sales agent in an at-the-market offering. The Agent will receive a commission equal to 3.0% of gross sales and has agreed to use commercially reasonable efforts to sell shares; with the Company’s consent, the Agent may also use other lawful sale methods. All shares offered will be issued under the Company’s existing Form S-3 shelf registration and related prospectus supplements. The Company has no obligation to sell and may suspend sales at any time.

The Company intends to use net proceeds, after commissions and expenses, to purchase newly issued Class A units of Zevia LLC at per-unit prices equal to the per-share offering price and for investments in marketing and sales, growth through acquisitions of businesses or assets, and general corporate purposes including working capital and capital expenditures. The agreement includes customary representations, indemnities and expense reimbursement provisions and may be terminated by either party on prior notice.

Positive

• Establishes an ATM facility of up to $20,000,000, providing the Company flexibility to raise capital as needed
• Uses existing Form S-3 shelf registration which simplifies issuance logistics for offered shares
• Net proceeds designated for strategic uses including purchase of Class A units of Zevia LLC, marketing, acquisitions and working capital
• Agent committed to commercially reasonable efforts to sell shares and may use additional lawful sale methods with the Company's consent

Negative

• Potential dilution to existing shareholders if the Company sells shares under the offering
• Agent commission of 3.0% reduces net proceeds available for stated uses
• No obligation to sell means timing and amount of any capital raise are uncertain for investors

Insights

Financial Analyst

TL;DR: ATM facility up to $20M gives Zevia flexible access to capital but may dilute existing shareholders if shares are sold.

The Equity Distribution Agreement authorizes sales of up to $20,000,000 of Class A common stock through Piper Sandler, with a stated 3.0% placement commission. Shares will be issued under the Company’s effective Form S-3 shelf registration, enabling at-the-market sales and other methods with company consent. The Company retains discretion to suspend or stop sales, so the timing and amount of capital raised are uncertain. Net proceeds are earmarked in part to buy Class A units of Zevia LLC and to fund marketing, acquisitions, working capital and capex; those uses indicate a mix of internal capital allocation and external growth intent. The arrangement is standard for providing financing optionality while carrying dilution risk if utilized.

M&A/Corporate Transactions Specialist

TL;DR: The agreement is a routine, market-standard ATM structure that supports acquisition and growth financing while including customary indemnities and termination rights.

The document evidences an Equity Distribution Agreement allowing at-the-market and, with consent, privately negotiated sales by Piper Sandler. Key commercial terms disclosed include a 3.0% sales commission, reimbursement of certain agent expenses, customary company representations and indemnities, and bilateral termination on notice. The Company specifically plans to use net proceeds to purchase newly issued Class A units of Zevia LLC and to fund marketing, sales and potential acquisitions, which aligns the financing with strategic growth activities. The structure preserves execution flexibility for the Company and standard protections for the Agent.

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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): August 12, 2025

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(855) 469-3842

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZVIA		New York Stock Exchange

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 1.01: Entry into a Material Definitive Agreement.

On August 12, 2025, Zevia PBC (the “Company”) and its wholly-owned subsidiary, Zevia LLC, entered into an Equity Distribution Agreement (the “Agreement”) with Piper Sandler & Co. as sales agent (the “Agent”), pursuant to which the Company may sell from time to time through the Agent, shares of the Company’s Class A common stock, par value $0.001 (the “Common Stock”), having an aggregate gross sale price of up to $20,000,000 (the “Offering”). Sales of Common Stock, if any, under the Agreement may be made in any transactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). In addition, with the Company’s prior consent and subject to the terms it may establish, the Agent may also sell the Common Stock by any other method permitted by law, including privately negotiated transactions.

Under the Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross sales price of the Common Stock sold in the Offering. The Agent has agreed to use its commercially reasonable efforts to sell the shares of common stock in the Offering, subject to the terms of the Agreement.

The Agreement contains customary representations, warranties and covenants of the Company and Zevia LLC, and conditions to the Agent’s obligations to sell the Common Stock in the Offering. The Company and Zevia LLC have agreed jointly and severally to provide to the Agent customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection with establishing and maintaining the Offering.

The Company has no obligation to sell any Common Stock under the Agreement, and may at any time suspend solicitation and sales in the Offering. The Agreement may be terminated at any time, for any reason, by either the Company or the Agent upon prior notice to the other party.

Any Common Stock offered and sold in the Offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-285266) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025 and declared effective on May 30, 2025, the related prospectus supplement relating to the Offering filed with the SEC on August 12, 2025 and any applicable additional prospectus supplements related to the Offering that may be filed with the SEC in connection with the Offering.

The Company plans to use the net proceeds from the Offering, after deducting the Agent’s commissions and expense reimbursements and the Company’s offering expenses, to purchase newly issued Class A units of Zevia LLC at per-unit prices equal to the per-share prices paid for shares of the Company’s Common Stock in the Offering, and for investments in marketing and sales, growth through acquisitions of businesses or assets, and general corporate purposes, namely investments in working capital and capital expenditures.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated by reference herein.

Gibson, Dunn & Crutcher LLP, legal counsel to the Company, has issued a legal opinion relating to the validity of the shares of Common Stock that may be sold pursuant to the Agreement. A copy of the legal opinion, including the consent therein, is filed as Exhibit 5.1 to this Current Report.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation or sale of the Common Stock in any state or other 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 other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Title or Description
1.1		Equity Distribution Agreement, dated August 12, 2025, among the Company, Zevia LLC and Piper Sandler & Co.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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.

		Zevia PBC
Date: August 12, 2025		/s/ Girish Satya
		Name:	Girish Satya
		Title:	Chief Financial Officer and Principal Accounting Officer

FAQ

What did Zevia (ZVIA) disclose in this 8-K?

Zevia disclosed an Equity Distribution Agreement to potentially sell up to $20,000,000 of Class A common stock through Piper Sandler as sales agent.

How will Zevia (ZVIA) sell the shares and under what registration?

Shares may be sold as an at-the-market offering or by other lawful methods with the Company's consent, and will be issued under the Company's effective Form S-3 shelf registration and related prospectus supplements.

What commission will the sales agent receive?

The Agent will receive a commission equal to 3.0% of the gross sales price of any Common Stock sold under the Agreement.

What will Zevia (ZVIA) use the net proceeds for?

Net proceeds will be used to purchase newly issued Class A units of Zevia LLC at per-unit prices equal to the offering price, and for marketing, sales investments, acquisitions, working capital and capital expenditures.

Is Zevia required to sell shares under the agreement?

No. The Company has no obligation to sell any Common Stock and may suspend solicitation and sales at any time; the Agreement may be terminated by either party on prior notice.