UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2021

Commission File Number: 001-40892

 

 

The Very Good Food Company Inc.

(Translation of the registrant’s name into English)

 

 

2748 Rupert Street

Vancouver, British Columbia

Canada V5M 3T7

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Exhibits 99.2, 99.3, and 99.4 of this Form 6-K are incorporated by reference into The Very Good Food Company Inc.’s registration statement on Form F-10 (File No. 333-260064).

 

 

 


EXHIBIT INDEX

The following documents, which are attached as exhibits hereto, are incorporated by reference herein:

 

Exhibit

  

Title

99.1    Press Release dated October 15, 2021
99.2    Material Change Report March 16, 2021 and March 17, 2021: TSXV Listing
99.3    Material Change Report June 7, 2021: Waygar Capital Loan Agreement
99.4    Material Change Report June 15, 2021 and June 16, 2021: Canaccord Genuity Corp. Offering and Upsized Offering


SIGNATURE

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.

 

    THE VERY GOOD FOOD COMPANY INC.
Date: October 15, 2021     By:  

/s/ Kamini Hitkari

      Name: Kamini Hitkari
      Title:   Chief Financial Officer

Exhibit 99.1

 

LOGO

The Very Good Food Company Prices

US$30 Million Registered Direct Offering

Vancouver, British Columbia – October 15, 2021 – The Very Good Food Company Inc. (TSXV: VERY.V) (NASDAQ: VGFC) (FSE: 0SI) (“VERY GOOD” or the “Company”), a leading plant-based food technology company, is pleased to announce that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately 15,000,000 units of the Company (the “Units”) at a price of US$2.00 per Unit for gross proceeds to the Company of approximately US$30,000,000 pursuant to a registered direct offering (the “Offering”).

A.G.P./Alliance Global Partners is acting as lead placement agent for the Offering. Roth Capital Partners is acting as co-placement agent for the Offering.

Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of US$2.35, subject to adjustment in certain circumstances. The Warrants will be exercisable for five years from the closing of the Offering.

VERY GOOD intends to use the net proceeds from the Offering to scale its operations, to expand its geographical reach, for accretive acquisitions within the plant-based food sector, for research and development, for marketing initiatives and for general corporate and other working capital purposes.

The Offering is expected to close on or about October 19, 2021, subject to the satisfaction of closing conditions, including but not limited to, receipt of conditional approval to list the Common Shares and Warrant Shares on the TSX Venture Exchange (the “TSXV”). VERY GOOD has notified The Nasdaq Stock Market LLC (the “Nasdaq”) of the Offering in accordance with Nasdaq rules and regulations.

The Offering is being made in the United States only under the Company’s amended and restated short form base shelf prospectus dated October 5, 2021 (the “Base Shelf Prospectus”), filed with the securities regulatory authorities in Canada, and included in the corresponding registration statement on Form F-10 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) under the U.S./Canada Multijurisdictional Disclosure System (“MJDS”). The Company will file a prospectus supplement (the “Supplement”) to the Base Shelf Prospectus with the applicable securities regulatory authorities in Canada. The Supplement will also be filed with the SEC as a prospectus supplement to the base prospectus included in the Registration Statement. Copies of the Supplement, including the Base Shelf Prospectus, will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

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Copies of the Supplement, including the Base Shelf Prospectus, may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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.

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, BADASS 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.

Forward-Looking Information

This news release contains forward-looking information, including “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, 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. Any such forward-looking information may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. Forward looking information contained or referred to in this news release includes statements relating but not limited to the intended use of the net proceeds from the Offering, the timing and ability of the Company to close the Offering, if at all, the number of Units offered or sold, the gross proceeds of the Offering, the timing and ability of the Company to obtain all necessary approvals, if at all, and the terms and jurisdictions of the Offering. 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 timing and ability of the Company to close the Offering and to obtain all necessary approvals, if at all. 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 the ongoing COVID-19 pandemic, negative cash flow and future financing requirements to sustain and grow operations, limited history

 

2


of operations and revenues and no history of earnings or dividends, expansion of facilities, competition, availability of raw materials, dependence on senior management and key personnel, general business risk and liability, regulation of the food industry, change in laws, regulations and guidelines, compliance with laws, unfavourable publicity or consumer perception, product liability and product recalls, risks related to intellectual property, difficulties with forecasts, management of growth and litigation. 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 Registration Statement filed with the SEC 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 on which it is made and, except as may be required by applicable securities laws, VERY GOOD disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

None of the Nasdaq, 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:

Mitchell Scott

Chief Executive Officer

The Very Good Food Company Inc.

Kevan Matheson

Corporate Communications and Investor Relations

Email: invest@verygoodbutchers.com

Phone: +1 855-472-9841

###

 

3

Exhibit 99.2

Form 51-102F3

Material Change Report

 

Item 1

Name and Address of Company

The Very Good Food Company Inc. (the “Company”)

1701 Douglas Street, #6

Victoria, BC

V6W 2G7

 

Item 2

Date of Material Change

March 16, 2021 and March 17, 2021

 

Item 3

News Release

News releases disclosing the material change were issued through Newsfile Corp. on March 15, 2021 and March 18, 2021.

 

Item 4

Summary of Material Change

As of market open on March 17, 2021, the common shares of the Company (the “Common Shares”) began trading on the TSX Venture Exchange (“TSXV”). The Common Shares were delisted from the Canadian Securities Exchange (“CSE”) at the end of the trading day on March 16, 2021.

 

Item 5

Full Description of Material Change

 

5.1

Full Description of Material Change

As of market open on March 17, 2021, the Common Shares began trading on the TSXV. This follows the Company’s announcement on February 3, 2021 that it intended to seek a listing on the TSXV and to delist from the CSE and its announcement on March 12, 2021 where the Company confirmed the effective dates with respect to the foregoing. The Common Shares were delisted from the CSE at the end of the trading day on March 16, 2021. The trading symbol for the Common Shares is “VERY.V”.

 

5.2

Full Description of Material Change

Not applicable.

 

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

 

Item 7

Omitted Information

Not applicable.


Item 8

Executive Officer

Kamini Hitkari

Chief Financial Officer

Investor Relations:

Edge Communications Group

Invest@verygoodbutchers.com

1-855-472-9841

 

Item 9

Date of Report

March 23, 2021

 

-2-

Exhibit 99.3

FORM 51-102F3

Material Change Report

Item 1 Name and Address of Company

The Very Good Food Company Inc. (the “Company”)

2748 Rupert Street

Vancouver, BC V5M 3T7

Item 2 Date of Material Change

June 7, 2021

Item 3 News Release

A news release disclosing the material change was issued through Newsfile Corp. on June 7, 2021.

Item 4 Summary of Material Change

On June 7, 2021, the Company entered into a loan agreement for up to C$70,000,000 (the “Loan Agreement”) with Waygar Capital Inc., as agent for Ninepoint Canadian Senior Debt Master Fund L.P. (the “Lender”), for a senior secured credit facility (the “Credit Facility”). The Credit Facility consists of a revolving credit facility available to a maximum of C$20,000,000 (the “Revolving Loan”) and a term loan of a maximum of C$50,000,000 (the “Term Loan”).

Item 5.1 Full Description of Material Change

On June 7, 2021, the Company entered into the Loan Agreement with the Lender for the Credit Facility. The Credit Facility consists of the Revolving Loan and the Term Loan. The maximum amount available under the Revolving Loan is C$5,000,000 and may be increased up to C$20,000,000 in accordance with the terms of the Loan Agreement.

The Credit Facility will be used for working capital, general corporate purposes, acquisitions and, in the case of the Term Loan, to support the purchase of equipment at the Company’s production facilities.

The following description of certain material provisions of the Loan Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed on SEDAR at www.sedar.com.

The Credit Facility matures on June 7, 2023, at which time the outstanding balance of the Credit Facility and all unpaid accrued interest will become due and payable. The Company has an option to extend such date for an additional 12 months on terms and conditions to be mutually agreed to between the Company and the Lender. The Company will pay interest on the unpaid principal amount of outstanding advances at the rate of 9.95% per annum, calculated daily and compounded monthly.


The repayment of the Credit Facility and the payment of other amounts under the Loan Agreement are secured by a first-priority security interest on substantially all of the Company’s assets. The Company’s subsidiaries, The Very Good Butchers Inc., The Cultured Nut Inc., 1218169 B.C. Ltd., 1218158 B.C. Ltd., Lloyd-James Marketing Group Inc. and VGFC Holdings LLC, are guarantors under the Loan Agreement.

In connection with the Loan Agreement, the Company issued 225,000 warrants (the “Warrants”) to the Lender. Each Warrant is exercisable for one common share in the capital of the Company at an exercise price of C$5.62, subject to adjustment, until June 7, 2026.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Kamini Hitkari

Chief Financial Officer

Investor Relations:

Edge Communications Group

Invest@verygoodbutchers.com

1-855-472-9871

Item 9 Date of Report

June 14, 2021

 

-2-

Exhibit 99.4

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.

Name and Address of Company

The Very Good Food Company Inc. (the “Company”)

2748 Rupert Street

Vancouver, BC V5M 3T7

 

Item 2.

Date of Material Change

June 15, 2021 and June 16, 2021.

 

Item 3.

News Release

News releases relating to the material change described herein were disseminated on June 15, 2021 and June 16, 2021.

 

Item 4.

Summary of Material Change

On June 15, 2021, the Company entered into an agreement with Canaccord Genuity Corp. (the “Underwriter”) pursuant to which the Underwriter agreed to purchase, on a bought deal basis, an aggregate of 4,055,000 units of the Company (the “Units”) at a price of $3.70 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of $15,003,500 (the “Offering”). In addition, the Company granted the Underwriter an over-allotment option to purchase up to an additional 608,250 Units at the Issue Price, exercisable in whole or in part at any time up to 30 days following the closing of the Offering. If the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $17,250,000.

On June 16, 2021, the parties agreed to increase the size of the previously announced Offering. Pursuant to the upsized deal terms, the Underwriter agreed to purchase, on a bought deal basis, 4,865,000 Units at the Issue Price for aggregate gross proceeds to the Company of $18,000,500 (the “Upsized Offering”). In conjunction with the Upsized Offering, the Company granted the Underwriter an over-allotment option to purchase up to an additional 729,750 Units at the Issue Price, exercisable in whole or in part at any time on or prior to the date that is 30 days following the closing of the Upsized Offering. If the over-allotment is exercised in full, the aggregate gross proceeds of the Upsized Offering will be $20,700,575.

 

Item 5.1

Full Description of Material Change

On June 15, 2021, the Company entered into an agreement with the Underwriter pursuant to which the Underwriter agreed to purchase, on a bought deal basis, pursuant to the filing of a short form prospectus, an aggregate of 4,055,000 Units at the Issue Price for aggregate gross proceeds to the Company of $15,003,500. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant of the Company (each whole


warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share of the Company (each, a “Warrant Share”) for a period of 18 months following the closing of the Offering at an exercise price of $4.60 per Warrant Share, subject to adjustment in certain events. In addition, the Company granted the Underwriter an over-allotment option to purchase up to an additional 608,250 Units at the Issue Price, exercisable in whole or in part at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any. If the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $17,250,000.

On June 16, 2021, the parties agreed to increase the size of the previously announced Offering. Pursuant to the upsized deal terms, the Underwriter agreed to purchase, on a bought deal basis, pursuant to the filing of a short form prospectus, 4,865,000 Units at the Issue Price for aggregate gross proceeds to the Company of $18,000,500. In conjunction with the Upsized Offering, the Company granted the Underwriter an over-allotment option to purchase up to an additional 729,750 Units at the Issue Price, exercisable in whole or in part at any time on or prior to the date that is 30 days following the closing of the Upsized Offering. If the over-allotment is exercised in full, the aggregate gross proceeds of the Upsized Offering will be $20,700,575.

The Company intends to use the net proceeds from the Upsized Offering to fund the commencement of operations at its recently announced new production facility in Patterson, California (the “Patterson Facility”), US eCommerce and wholesale expansion efforts, International eCommerce launches and for general corporate purposes.

The Upsized Offering is expected to close on or about July 8, 2020 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The Units will be offered by way of a short form prospectus to be filed in British Columbia, Alberta, Saskatchewan, Ontario, New Brunswick, and Nova Scotia, and may also be sold in certain offshore jurisdictions provided that placement in such offshore jurisdictions does not give rise to the filing of a prospectus or registration statement or to any continuous disclosure obligations.

 

Item 5.2

Disclosure for Restructuring Transactions

Not applicable.

 

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

 

Item 7.

Omitted Information

None.


Item 8.

Executive Officer

Further information relating to the Company may be found on www.sedar.com or by contacting Kamini Hitkari, Chief Financial Officer of the Company at 778-991-2958

 

Item 9.

Date of Report

June 17, 2021.

Cautionary Note Regarding Forward-Looking Statements and Information in this Material Change Report

This material change report contains forward-looking information. Such forward-looking statements or information are provided 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. Any such forward-looking information may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. Forward-looking information contained or referred to in this material change report includes, but is not be limited to: the intended use of the net proceeds from the Upsized Offering to fund the commencement of operations at the Patterson Facility US eCommerce and wholesale expansion efforts, International eCommerce launches and for general corporate purposes, the timing and ability of the Company to close the Upsized Offering, if at all, the number of Units offered or sold, the gross proceeds of the Upsized Offering, the timing and ability of the Company to obtain all necessary approvals, if at all, and the terms and jurisdictions of the Upsized Offering. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Assumptions in respect of the costs of the Upsized Offering and the Company’s ability to obtain all necessary approvals are material assumptions made in preparing forward-looking statements or information and management’s expectations. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: negative cash flow and future financing requirements to sustain operations; dilution; limited history of operations and revenues and no history of earnings or dividends; competition; economic changes; and the impact of and risks associated with the ongoing COVID-19 pandemic including the risk of disruption at the Company’s facilities or in its supply and distribution channels. The forward-looking information in this material change report reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking statements or information contained in this material change report are expressly qualified by this cautionary statement.