Current Report Filing (8-k)
June 27 2023 - 3:32PM
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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):
June 25, 2023
Whole Earth Brands, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | |
001-38880 | |
38-4101973 |
(State or other jurisdiction
of incorporation) | |
(Commission File Number) | |
(IRS Employer
Identification No.) |
125 S. Wacker Drive
Suite 1250
Chicago, IL 60606
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (312) 840-6000
Not Applicable
(Former name or former address, if changed since
last report)
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 |
| Common stock, par value $0.0001 per share | |
FREE | |
The NASDAQ Stock Market LLC |
| Warrants to purchase one-half of one share of common stock | |
FREEW | |
The NASDAQ Stock Market LLC |
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 x
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 7.01 |
Regulation FD Disclosure. |
On June 27, 2023, Whole Earth Brands, Inc. (the “Company”)
issued a press release confirming its receipt on June 25, 2023 of a non-binding proposal from Sababa Holdings FREE, LLC (“Sababa”)
to acquire all the Company’s outstanding shares of common stock not already owned by Sababa. The press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such
section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such
a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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.
| |
Whole Earth Brands, Inc. |
| |
|
|
| Date: June 27, 2023 |
By: |
/s/ Ira W. Schlussel |
| |
|
Ira W. Schlussel |
| |
|
Vice-President and Chief Legal Officer |
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