Attached files
file | filename |
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EX-23.1 - EX-23.1 - Vital Farms, Inc. | d15615dex231.htm |
EX-5.1 - EX-5.1 - Vital Farms, Inc. | d15615dex51.htm |
As filed with the Securities and Exchange Commission on July 31, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vital Farms, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2000 | 27-0496985 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3601 South Congress Avenue
Suite C100
Austin, Texas 78704
(877) 455-3063
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Russell Diez-Canseco
President and Chief Executive Officer
Vital Farms, Inc.
3601 South Congress Avenue
Suite C100
Austin, TX 78704
(877) 455-3063
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nicole Brookshire Darren DeStefano Jaime L. Chase Shauna Bracher Cooley LLP 55 Hudson Yards New York, NY 10001 (212) 479-6000 |
Jason Dale Chief Operating Officer and Chief Financial Officer Vital Farms, Inc. 3601 South Congress Avenue Suite C100 Austin, TX 78704 (877) 455-3063 |
Marc Jaffe Cathy Birkeland Alexa Berlin Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239772
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be |
Proposed Maximum |
Proposed Maximum |
Amount of Registration Fee(3) | ||||
Common stock, par value $0.0001 per share |
1,715,198 | $22.00 | $ 37,734,356 | $4,898 | ||||
| ||||||||
|
(1) | Represents only the number of shares being registered pursuant to this Registration Statement, which includes 223,721 shares that the underwriters have the option to purchase, and are in addition to the 8,984,375 shares that were registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-239772), which included 1,171,875 shares that the underwriters have the option to purchase. |
(2) | Based on the public offering price. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $188,671,875 on a Registration Statement on Form S-1 (File No. 333-239772), which was declared effective by the Securities and Exchange Commission on July 30, 2020. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $37,734,356 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) with respect to the registration of additional common stock, par value $0.0001 per share (the Common Stock), of Vital Farms, Inc. (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-239772) (the Prior Registration Statement), which the Commission declared effective on July 30, 2020, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 1,715,198 shares of Common Stock, including 223,721 shares of Common Stock that may be sold pursuant to the underwriters option to purchase additional shares of the Registrants Common Stock. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Austin, Texas, on July 30, 2020.
Vital Farms, Inc. | ||
By: | /s/ Russell Diez-Canseco | |
Russell Diez-Canseco | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Russell Diez-Canseco |
President, Chief Executive Officer and Director (Principal Executive Officer) |
July 30, 2020 | ||
Russell Diez-Canseco | ||||
/s/ Jason Dale |
Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
July 30, 2020 | ||
Jason Dale | ||||
* |
Executive Chairman and Director | July 30, 2020 | ||
Matthew OHayer | ||||
* |
Director | July 30, 2020 | ||
Brent Drever | ||||
* |
Director | July 30, 2020 | ||
Glenda Flanagan | ||||
* |
Director | July 30, 2020 | ||
Kelly Kennedy | ||||
* |
Director | July 30, 2020 | ||
Karl Khoury | ||||
* |
Director | July 30, 2020 | ||
Denny Marie Post | ||||
* |
Director | July 30, 2020 | ||
Gisel Ruiz |
*By: | /s/ Jason Dale | |
Attorney-in-fact |