VANCOUVER, BC, June 3, 2022
/CNW/ - The Very Good Food Company Inc. (NASDAQ: VGFC) (TSXV:
VERY.V) (FSE: OSI) ("VERY GOOD" or the "Company"), is
pleased to announce that it has closed its previously
announced private placement for gross proceeds of approximately
USD$6,500,000 (the
"Offering").
Pursuant to the Offering, the Company issued 13,100,000 common
shares of the Company ("Shares") at a purchase price of
US$0.20 per Share, 19,400,000 common
share equivalents ("Common Share Equivalents") which entitle
the holder to purchase 19,400,000 Shares at a price of
$0.0001 per Common Share and
32,500,000 warrants ("Warrants") to purchase 32,500,000
Shares at a price of US$0.2582 per
Share. The Warrants are exercisable for a period of five years from
issuance. The Shares, Common Share Equivalents, Warrants and Shares
issuable upon exercise of the Common Share Equivalents and Warrants
are collectively referred to as "Securities" in this news
release.
The terms of the Warrants and the Common Share Equivalents
restrict the holder's ability to exercise if, upon exercise the
holder would beneficially own in excess of 9.99% of the number of
the Company's Shares outstanding immediately after giving effect to
the exercise.
The Company intends to use the net proceeds of the Offering for
general working capital purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent
(the "Placement Agent") for the Offering. The Placement
Agent received a cash commission equal to 5.5% of the gross
proceeds of the Offering.
"This financing provides us with additional runway as we
continue to aggressively implement our rightsizing
and optimizing initiatives. We will continue to dedicate
our efforts to creating a path to profitability and to
transitioning VERY GOOD into a company that can live up to its
product and brand reputation," said Matt
Hall, the Company's Interim Co-Chief Executive Officer.
The Securities sold in the Offering have not been registered
under the Securities Act of 1933, as amended, or state securities
laws as of the time of issuance and may not be offered or sold in
the United States absent
registration with the Securities and Exchange Commission
("SEC") or an applicable exemption from such registration
requirements. The Company has agreed to file one or more
registration statements with the SEC registering the resale of the
Securities within thirty (30) days of the date of the securities
purchase agreement and must use commercially reasonable efforts to
cause a registration statement to be declared effective under the
Securities Act of 1933 within forty five (45) days of the date of
the securities purchase agreement (or, in the event of a "full
review" by the SEC, within seventy five (75) days of the date of
the securities purchase agreement).
No securities were offered or sold to Canadian residents in
connection with the Offering. The securities are inscribed with a
legend such that they are not able to be resold in Canada or to a Canadian resident, before
October 3, 2022.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This news release shall not constitute an offer of securities for
sale in the United States. The
securities offered were not registered under the United States
Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United
States absent registration under U.S. federal and state
securities laws or an applicable exemption from such U.S.
registration requirements.
About The Very Good Food Company Inc.
The Very Good Food Company Inc. is an emerging plant-based food
technology company that produces nutritious and delicious
plant-based meat and cheese products under VERY GOOD's core brands:
The Very Good Butchers and The Very Good Cheese Co.
www.verygoodfood.com.
OUR MISSION IS LOFTY BUT BEAUTIFULLY SIMPLE: GET MILLIONS TO
RETHINK THEIR FOOD CHOICES WHILE HELPING THEM DO THE WORLD A WORLD
OF GOOD. BY OFFERING PLANT-BASED FOOD OPTIONS SO DELICIOUS AND
NUTRITIOUS, WE'RE HELPING THIS KIND OF DIET BECOME THE NORM.
ON BEHALF OF THE VERY GOOD FOOD COMPANY INC.
Matthew Hall
Interim Co-Chief Executive Officer
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable securities laws in Canada and "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, including Section 21E of the Securities
Exchange Act of 1934, as amended (collectively referred to as
"forward-looking information"), for the purpose of providing
information about management's current expectations and plans
relating to the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes.
Forward-looking information may be identified by words such as
"plans", "proposed", "expects", "anticipates", "intends",
"estimates", "may", "will", and similar expressions.
Forward-looking information contained or referred to in this news
release includes but is not limited to; use of the net proceeds
from the Offering and Very Good's intention to obtain an effective
registration statement from the SEC registering the resale of the
Securities and the timing thereof. Forward-looking information is
based on a number of factors and assumptions which have been used
to develop such information, but which may prove to be incorrect
including, but not limited to, material assumptions with respect to
the Company's ability to continue as a going concern; the Company's
ability to manage recent personnel changes; and the Company's
ability to successfully execute on its updated business strategy
outlined in its most recently filed interim Management's Discussion
and Analysis for the three months ended March 31, 2022, which is available at
www.sedar.com and www.sec.gov. The Company's ability to execute on
its strategy may also depend on the Company's ability to accurately
forecast customer demand for its products and manage its inventory
levels, continued demand for VERY GOOD's products, continued growth
of the popularity of meat alternatives and the plant-based food
industry, no material deterioration in general business and
economic conditions, the successful placement of VERY GOOD's
products in retail stores, the Company's ability to remain listed
on the Nasdaq, VERY GOOD's ability to successfully enter new
markets, VERY GOOD's ability to obtain necessary production
equipment and human resources as needed, VERY GOOD's relationship
with its suppliers, distributors and third-party logistics
providers, and management's ability to position VERY GOOD
competitively. Although the Company believes that the expectations
reflected in such forward-looking information are reasonable, undue
reliance should not be placed on forward-looking information
because VERY GOOD can give no assurance that such expectations will
prove to be correct. Risks and uncertainties that could cause
actual results, performance or achievements of VERY GOOD to differ
materially from those expressed or implied in such forward-looking
information include, among others, the impact of, uncertainties and
risks associated with negative cash flow and future financing
requirements to sustain and grow operations, limited history of
operations and revenues and no history of earnings or dividends,
competition, risks relating to the availability of raw materials,
risks relating to regulation on social media, expansion of
facilities, risks related to credit facilities, dependence on
senior management and key personnel, availability of labor, general
business risk and liability, regulation of the food industry,
change in laws, regulations and guidelines, compliance with laws,
risks related to third party logistics providers, unfavorable
publicity or consumer perception, increased costs as a result of
being a United States public
company, product liability and product recalls, risks related to
intellectual property, risks relating to co-manufacturing, risks
related to expansion into the United
States; risks related to our acquisition strategy, taxation
risks, difficulties with forecasts, management of growth and
litigation as well as the risks associated with the ongoing
COVID-19 pandemic. For a more comprehensive discussion of the risks
faced by VERY GOOD, please refer to VERY GOOD's most recent Annual
Information Form filed with Canadian securities regulatory
authorities at www.sedar.com and as an exhibit to the Form 20-F
filed with the SEC on May 26, 2022
and available at www.sec.gov. The forward-looking information in
this news release reflects the current expectations, assumptions
and/or beliefs of the Company based on information currently
available. Any forward-looking information speaks only as of the
date of this news release. VERY GOOD undertakes no obligation to
publicly update or revise any forward-looking information whether
because of new information, future events or otherwise, except as
otherwise required by law. The forward-looking information
contained in this news release is expressly qualified by this
cautionary statement.
None of the Nasdaq Stock Market LLC, TSX Venture Exchange, the
SEC or any other securities regulator has either approved or
disapproved the contents of this news release.
None of the Nasdaq, the TSX Venture Exchange or its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange), the SEC or any other securities regulator
accepts responsibility for the adequacy or accuracy of this news
release.
For further information, please contact:
Apollo Relations
Email: invest@verygoodbutchers.com
Phone: +1 855-472-9841
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SOURCE The Very Good Food Company Inc.