|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
26-4087597
|
(State or other jurisdiction of
Incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $.0001 par value
|
|
BYND
|
|
The Nasdaq Stock Market, LLC
|
Large accelerated filer
|
|
o
|
Accelerated filer
|
|
o
|
|
|
|
|
|
|
Non-accelerated filer
|
|
x
|
Smaller reporting company
|
|
o
|
|
|
|
Emerging growth company
|
|
x
|
|
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
|
|
•
|
estimates of our expenses, future revenues, capital requirements and our needs for additional financing;
|
•
|
our estimates of the size of our market opportunities;
|
•
|
our ability to effectively manage our growth;
|
•
|
our ability to effectively expand our manufacturing and production capacity;
|
•
|
our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations;
|
•
|
the effects of increased competition from our market competitors;
|
•
|
the success of our marketing efforts and the ability to grow brand awareness and maintain, protect and enhance our brand;
|
•
|
our ability to attract and retain our suppliers, distributors, co-manufacturers and customers;
|
•
|
our ability to procure sufficient high quality, raw materials to manufacture our products;
|
•
|
the availability of pea protein that meets our standards;
|
•
|
real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation;
|
•
|
changes in the tastes and preferences of our consumers;
|
•
|
significant disruption in, or breach in security of our information technology systems and resultant interruptions in service and any related impact on our reputation;
|
•
|
the attraction and retention of qualified employees and key personnel;
|
•
|
the effects of natural or man-made catastrophic events particularly involving our or any of our co-manufacturers’ manufacturing facilities or our suppliers’ facilities;
|
•
|
the effectiveness of our internal controls;
|
•
|
changes in laws and government regulation affecting our business, including Food and Drug Administration (“FDA”) governmental regulation and state regulation;
|
•
|
changes in laws, regulations or policies of governmental agencies or regulators relating to the labeling of our products;
|
•
|
the impact of adverse economic conditions;
|
•
|
the financial condition of, and our relationships with our suppliers, co-manufacturers, distributors, retailers and foodservice customers;
|
•
|
the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations;
|
•
|
seasonality;
|
•
|
the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness;
|
•
|
economic conditions and their impact on consumer spending;
|
•
|
outcomes of legal or administrative proceedings;
|
•
|
our, our suppliers’ and our co-manufacturers’ ability to protect our proprietary technology and intellectual property adequately;
|
|
March 30,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,409
|
|
|
$
|
54,271
|
|
Accounts receivable
|
16,194
|
|
|
12,626
|
|
||
Inventory
|
34,281
|
|
|
30,257
|
|
||
Prepaid expenses and other current assets
|
6,525
|
|
|
5,672
|
|
||
Total current assets
|
92,409
|
|
|
102,826
|
|
||
Property, plant, and equipment, net
|
31,861
|
|
|
30,527
|
|
||
Other non-current assets, net
|
887
|
|
|
396
|
|
||
Total assets
|
$
|
125,157
|
|
|
$
|
133,749
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,663
|
|
|
$
|
17,247
|
|
Wages payable
|
1,085
|
|
|
1,255
|
|
||
Accrued bonus
|
3,387
|
|
|
2,312
|
|
||
Accrued expenses and other current liabilities
|
3,094
|
|
|
2,391
|
|
||
Short-term capital lease liabilities
|
36
|
|
|
44
|
|
||
Stock warrant liability
|
2,677
|
|
|
1,918
|
|
||
Total current liabilities
|
$
|
21,942
|
|
|
$
|
25,167
|
|
Long-term liabilities:
|
|
|
|
||||
Revolving credit line
|
$
|
6,000
|
|
|
$
|
6,000
|
|
Long-term portion of bank term loan, net
|
19,533
|
|
|
19,388
|
|
||
Equipment loan, net
|
4,914
|
|
|
5,000
|
|
||
Capital lease obligations and other long-term liabilities
|
406
|
|
|
404
|
|
||
Total long-term liabilities
|
$
|
30,853
|
|
|
$
|
30,792
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
March 30,
2019 |
|
December 31,
2018 |
||||
Convertible preferred stock:
|
|
|
|
||||
Series A convertible preferred stock, par value $0.0001 per share—3,333,500 shares authorized; 3,333,500 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
$
|
2,000
|
|
|
$
|
2,000
|
|
Series B convertible preferred stock, par value $0.0001 per share—4,802,260 shares authorized; 4,680,565 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
4,999
|
|
|
4,999
|
|
||
Series C convertible preferred stock, par value $0.0001 per share—8,076,643 shares authorized; 8,076,636 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
14,882
|
|
|
14,882
|
|
||
Series D convertible preferred stock, par value $0.0001 per share—8,713,207 shares authorized; 8,713,201 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
24,948
|
|
|
24,948
|
|
||
Series E convertible preferred stock, par value $0.0001 per share—4,740,531 shares authorized; 4,701,449 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
17,214
|
|
|
17,214
|
|
||
Series F convertible preferred stock, par value $0.0001 per share—4,866,776 shares authorized; 4,866,758 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
29,840
|
|
|
29,840
|
|
||
Series G convertible preferred stock, par value $0.0001 per share—5,140,257 shares authorized; 5,114,786 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
55,658
|
|
|
55,658
|
|
||
Series H convertible preferred stock, par value $0.0001 per share—4,209,693 shares authorized; 2,075,216 shares issued and outstanding as of March 30, 2019 and December 31, 2018
|
49,999
|
|
|
49,999
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Common stock, par value $0.0001 per share—60,000,000 shares and 58,669,600 shares authorized at March 30, 2019 and December 31, 2018, respectively; 7,120,933 and 6,951,350 shares issued and outstanding at March 30, 2019 and December 31, 2018, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
9,142
|
|
|
7,921
|
|
||
Accumulated deficit
|
(136,321
|
)
|
|
(129,672
|
)
|
||
Total stockholders’ deficit
|
$
|
(127,178
|
)
|
|
$
|
(121,750
|
)
|
Total liabilities, convertible preferred stock and stockholders’ deficit
|
$
|
125,157
|
|
|
$
|
133,749
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 30,
2019 |
|
March 31,
2018 |
||||
Net revenues
|
$
|
40,206
|
|
|
$
|
12,776
|
|
Cost of goods sold
|
29,435
|
|
|
10,719
|
|
||
Gross profit
|
10,771
|
|
|
2,057
|
|
||
|
|
|
|
||||
Research and development expenses
|
4,498
|
|
|
1,605
|
|
||
Selling, general and administrative expenses
|
11,177
|
|
|
5,737
|
|
||
Restructuring expenses
|
394
|
|
|
294
|
|
||
Total operating expenses
|
16,069
|
|
|
7,636
|
|
||
Loss from operations
|
(5,298
|
)
|
|
(5,579
|
)
|
||
|
|
|
|
||||
Other expense, net:
|
|
|
|
||||
Interest expense
|
(733
|
)
|
|
(47
|
)
|
||
Other, net
|
(618
|
)
|
|
(70
|
)
|
||
Total other expense, net
|
(1,351
|
)
|
|
(117
|
)
|
||
|
|
|
|
||||
Loss before taxes
|
(6,649
|
)
|
|
(5,696
|
)
|
||
Income tax expense
|
—
|
|
|
—
|
|
||
Net loss
|
$
|
(6,649
|
)
|
|
$
|
(5,696
|
)
|
Net loss per common share—basic and diluted
|
$
|
(0.95
|
)
|
|
$
|
(0.98
|
)
|
Weighted average common shares outstanding—basic and diluted
|
6,974,301
|
|
|
5,793,801
|
|
||
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Loans to Related Parties
|
|
Accumulated Deficit
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2018
|
41,562,111
|
|
|
$
|
199,540
|
|
|
|
6,951,350
|
|
|
$
|
1
|
|
|
$
|
7,921
|
|
|
$
|
—
|
|
|
$
|
(129,672
|
)
|
|
$
|
(121,750
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,649
|
)
|
|
(6,649
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
169,583
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
366
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
855
|
|
||||||
Balance at March 30, 2019
|
41,562,111
|
|
|
$
|
199,540
|
|
|
|
7,120,933
|
|
|
$
|
1
|
|
|
$
|
9,142
|
|
|
$
|
—
|
|
|
$
|
(136,321
|
)
|
|
$
|
(127,178
|
)
|
|
Preferred Stock
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Loans to Related Parties
|
|
Accumulated Deficit
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2017
|
39,361,211
|
|
|
$
|
148,194
|
|
|
|
5,724,506
|
|
|
$
|
1
|
|
|
$
|
4,823
|
|
|
$
|
(951
|
)
|
|
$
|
(99,786
|
)
|
|
(95,913
|
)
|
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,696
|
)
|
|
(5,696
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
92,310
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
260
|
|
||||||
Issuance of Series G preferred stock, net of issuance costs of $7
|
112,945
|
|
|
1,228
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 31, 2018
|
39,474,156
|
|
|
$
|
149,422
|
|
|
|
5,816,816
|
|
|
1
|
|
|
$
|
5,171
|
|
|
$
|
(951
|
)
|
|
$
|
(105,482
|
)
|
|
$
|
(101,261
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 30,
2019 |
|
March 31,
2018 |
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(6,649
|
)
|
|
$
|
(5,696
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,905
|
|
|
733
|
|
||
Share-based compensation expense
|
|
855
|
|
|
260
|
|
||
Amortization of debt issuance costs
|
|
58
|
|
|
9
|
|
||
Change in preferred and common stock warrant liabilities
|
|
759
|
|
|
129
|
|
||
Net change in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivables
|
|
(3,568
|
)
|
|
(991
|
)
|
||
Inventories
|
|
(4,025
|
)
|
|
(1,144
|
)
|
||
Prepaid expenses and other assets
|
|
122
|
|
|
60
|
|
||
Accounts payable
|
|
(4,349
|
)
|
|
1,845
|
|
||
Accrued expenses and other current liabilities
|
|
1,608
|
|
|
(133
|
)
|
||
Long-term liabilities
|
|
4
|
|
|
40
|
|
||
Net cash used in operating activities
|
|
$
|
(13,280
|
)
|
|
$
|
(4,888
|
)
|
Cash flows used in investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
$
|
(3,795
|
)
|
|
$
|
(3,719
|
)
|
Proceeds from sale of fixed assets
|
|
132
|
|
|
—
|
|
||
Purchases of property, plant and equipment held for sale
|
|
(829
|
)
|
|
—
|
|
||
Payment of security deposits
|
|
(501
|
)
|
|
(13
|
)
|
||
Net cash used in investing activities
|
|
$
|
(4,993
|
)
|
|
$
|
(3,732
|
)
|
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from Series G preferred stock offering, net of offering costs
|
|
$
|
—
|
|
|
$
|
1,229
|
|
Repayments on revolving credit line
|
|
—
|
|
|
(2,500
|
)
|
||
Repayments on term loan
|
|
—
|
|
|
(125
|
)
|
||
Payments of capital lease obligations
|
|
(9
|
)
|
|
(59
|
)
|
||
Proceeds from exercise of stock options
|
|
366
|
|
|
87
|
|
||
Payments of deferred offering costs
|
|
(946
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
$
|
(589
|
)
|
|
$
|
(1,368
|
)
|
Net decrease in cash and cash equivalents
|
|
$
|
(18,862
|
)
|
|
$
|
(9,988
|
)
|
Cash and cash equivalents at the beginning of the period
|
|
54,271
|
|
|
39,035
|
|
||
Cash and cash equivalents at the end of the period
|
|
$
|
35,409
|
|
|
$
|
29,047
|
|
(continued on next page)
|
|
|
Three Months Ended
|
||||||
|
|
March 30,
2019 |
|
March 31,
2018 |
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
715
|
|
|
$
|
38
|
|
Non-cash investing and financing activities:
|
|
|
|
|
||||
Non-cash additions to property, plant and equipment
|
|
$
|
589
|
|
|
$
|
1,226
|
|
Deferred offering costs, accrued not yet paid
|
|
$
|
69
|
|
|
$
|
—
|
|
(concluded)
|
|
|
|
|
|
|
•
|
Level 1
—Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2
—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable.
|
•
|
Level 3
—Valuations derived from valuation techniques in which significant value drivers are unobservable.
|
|
March 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,998
|
|
|
$
|
1,998
|
|
Common stock warrant liability
|
—
|
|
|
—
|
|
|
679
|
|
|
679
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,677
|
|
|
$
|
2,677
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
1,441
|
|
Common stock warrant liability
|
—
|
|
|
—
|
|
|
477
|
|
|
477
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,918
|
|
|
$
|
1,918
|
|
|
|
|
|
|
For the Three Months Ended
|
||||||
|
|
March 30,
2019 |
|
March 31,
2018 |
||||
Expected term (in years)
|
|
2.0
|
|
|
3.0
|
|
||
Fair value of underlying shares
|
|
$
|
19.49
|
|
|
$
|
3.00
|
|
Volatility
|
|
55.0
|
%
|
|
55.0
|
%
|
||
Risk-free interest rate
|
|
2.27
|
%
|
|
1.98
|
%
|
||
Dividend yield
|
|
—
|
|
|
—
|
|
|
|
For the Three Months Ended
|
||||||
(in thousands)
|
|
March 30, 2019
|
|
March 31, 2018
|
||||
Beginning balance
|
|
$
|
1,918
|
|
|
$
|
550
|
|
Change in fair value of warrant liability
|
|
759
|
|
|
129
|
|
||
Ending balance
|
|
$
|
2,677
|
|
|
$
|
679
|
|
|
|
|
|
|
For the Three Months Ended
|
||||||
(in thousands)
|
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net revenues:
|
|
|
|
|
||||
Retail
|
|
$
|
19,579
|
|
|
$
|
9,288
|
|
Restaurant and Foodservice
|
|
20,627
|
|
|
3,488
|
|
||
Net revenues
|
|
$
|
40,206
|
|
|
$
|
12,776
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
2019
|
|
2018
|
||||
Raw materials and packaging
|
$
|
16,385
|
|
|
$
|
13,756
|
|
Work in process
|
6,198
|
|
|
2,517
|
|
||
Finished goods
|
11,698
|
|
|
13,984
|
|
||
Total
|
$
|
34,281
|
|
|
$
|
30,257
|
|
|
|
|
(in thousands)
|
|
March 30, 2019
|
|
December 31, 2018
|
||||
Manufacturing equipment
|
|
$
|
28,866
|
|
|
$
|
25,314
|
|
Research and development equipment
|
|
7,111
|
|
|
6,088
|
|
||
Leasehold improvements
|
|
7,166
|
|
|
7,080
|
|
||
Capital leases
|
|
883
|
|
|
882
|
|
||
Software
|
|
125
|
|
|
60
|
|
||
Furniture and fixtures
|
|
203
|
|
|
195
|
|
||
Vehicles
|
|
210
|
|
|
210
|
|
||
Assets not yet placed in service
|
|
1,877
|
|
|
3,374
|
|
||
Total property, plant and equipment
|
|
$
|
46,441
|
|
|
$
|
43,203
|
|
Less: accumulated depreciation and amortization
|
|
14,580
|
|
|
12,676
|
|
||
Property, plant and equipment, net
|
|
$
|
31,861
|
|
|
$
|
30,527
|
|
(in thousands)
|
March 30, 2019
|
|
December 31, 2018
|
||||
2018 Revolving Credit Facility (defined below)
|
$
|
6,000
|
|
|
$
|
6,000
|
|
2018 Term Loan Facility (defined below)
|
20,000
|
|
|
20,000
|
|
||
Equipment financing loan
|
5,000
|
|
|
5,000
|
|
||
Debt issuance costs
|
(553
|
)
|
|
(612
|
)
|
||
Total debt outstanding
|
$
|
30,447
|
|
|
$
|
30,388
|
|
Less: current portion of long-term debt
|
—
|
|
|
—
|
|
||
Long-term debt
|
$
|
30,447
|
|
|
$
|
30,388
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Stock Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic
Value (in thousands)
(1)
|
|||||
Outstanding at December 31, 2018
|
5,120,293
|
|
|
$
|
3.13
|
|
|
7.3
|
|
$
|
81,371
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Exercised
|
(169,583
|
)
|
|
$
|
2.16
|
|
|
—
|
|
$
|
2,859
|
|
Cancelled/Forfeited
|
(50,382
|
)
|
|
$
|
4.34
|
|
|
—
|
|
$
|
—
|
|
Outstanding at March 30, 2019
|
4,900,328
|
|
|
$
|
3.15
|
|
|
7.0
|
|
$
|
80,076
|
|
Vested and exercisable at March 30, 2019
|
2,981,633
|
|
|
$
|
1.11
|
|
|
5.9
|
|
$
|
54,793
|
|
Vested and expected to vest at March 30, 2019
|
3,967,483
|
|
|
$
|
2.16
|
|
|
5.9
|
|
$
|
68,759
|
|
|
|
|
|
Number
of Shares of Restricted Stock |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|||
Outstanding at December 31, 2018
|
100,127
|
|
|
1.6
|
|
$
|
17.03
|
|
Granted
|
—
|
|
|
—
|
|
$
|
—
|
|
Vested/Released
|
(12,946
|
)
|
|
—
|
|
$
|
—
|
|
Cancelled/Forfeited
|
—
|
|
|
—
|
|
$
|
—
|
|
Outstanding at March 30, 2019
|
87,181
|
|
|
1.4
|
|
$
|
17.03
|
|
|
|
|
|
|
|
(in thousands, except share and per share amounts)
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
|||||
Numerator:
|
|
|
|
|
||||
Net loss attributable to common stockholders
|
|
$
|
(6,649
|
)
|
|
$
|
(5,696
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
|
6,974,301
|
|
|
5,793,801
|
|
||
Dilutive effect of stock equivalents resulting from stock options, common stock warrants, preferred stock warrants and convertible preferred stock (as converted)
|
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
|
6,974,301
|
|
|
5,793,801
|
|
||
Net loss per common share—basic and diluted
|
|
$
|
(0.95
|
)
|
|
$
|
(0.98
|
)
|
|
|
|
|
|
March 30, 2019
|
|
March 31, 2018
|
||
Convertible preferred stock (as converted)
|
|
41,562,111
|
|
|
39,474,156
|
|
Preferred stock warrants (as converted to common stock warrants and subsequently exercised)
|
|
160,767
|
|
|
160,767
|
|
Common stock warrants (as exercised)
|
|
60,002
|
|
|
—
|
|
Total
|
|
41,782,880
|
|
|
39,634,923
|
|
•
|
increased penetration across our retail channel, including mainstream grocery, mass merchandiser and natural retailer customers, and our restaurant and foodservice channel, including restaurants, foodservice outlets and schools;
|
•
|
increased velocity of our fresh product sales across our channels, by which we mean that the volume of our products sold per outlet has generally increased period-over-period due to greater adoption of and demand for our products;
|
•
|
our continued innovation, including enhancing existing products and introducing new products that appeal to a broad range of consumers, including those who typically eat animal-based meat;
|
•
|
impact of marketing efforts as we continue to build our brand and drive consumer adoption of our products; and
|
•
|
overall market trends, including growing consumer demand for nutritious, convenient and high protein plant-based foods.
|
•
|
increased production levels as we scale production to meet demand for our products across our distribution channels both domestically and internationally, including Australia, Europe, Hong Kong, Israel, South Africa, South Korea and parts of the Middle East; and
|
•
|
increased desire by restaurant and foodservice establishments to add plant-based products to their menus and to highlight these offerings.
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 30,
2019 |
|
March 31,
2018 |
||||
Net revenues
|
|
$
|
40,206
|
|
|
$
|
12,776
|
|
Cost of goods sold
|
|
29,435
|
|
|
10,719
|
|
||
Gross profit
|
|
10,771
|
|
|
2,057
|
|
||
Research and development expenses
|
|
4,498
|
|
|
1,605
|
|
||
Selling, general and administrative expenses
|
|
11,177
|
|
|
5,737
|
|
||
Restructuring expenses
|
|
394
|
|
|
294
|
|
||
Total operating expenses
|
|
16,069
|
|
|
7,636
|
|
||
Loss from operations
|
|
$
|
(5,298
|
)
|
|
$
|
(5,579
|
)
|
|
|
Three Months Ended
|
||||
|
|
March 30,
2019 |
|
March 31,
2018 |
||
Net revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
73.2
|
|
|
83.9
|
|
Gross profit
|
|
26.8
|
|
|
16.1
|
|
Research and development expenses
|
|
11.2
|
|
|
12.6
|
|
Selling, general and administrative expenses
|
|
27.8
|
|
|
44.9
|
|
Restructuring expenses
|
|
1.0
|
|
|
2.3
|
|
Total operating expenses
|
|
40.0
|
|
|
59.8
|
|
Loss from operations
|
|
(13.2
|
)%
|
|
(43.7
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|||||||
Fresh Platform
|
$
|
38,806
|
|
|
$
|
9,596
|
|
|
$
|
29,210
|
|
|
304.4
|
%
|
Frozen Platform
|
4,512
|
|
|
4,748
|
|
|
(236
|
)
|
|
(5.0
|
)%
|
|||
Less: Discounts
|
(3,112
|
)
|
|
(1,568
|
)
|
|
(1,544
|
)
|
|
98.5
|
%
|
|||
Net revenues
|
$
|
40,206
|
|
|
$
|
12,776
|
|
|
$
|
27,430
|
|
|
214.7
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|||||||
Retail
|
$
|
19,579
|
|
|
$
|
9,288
|
|
|
$
|
10,291
|
|
|
110.8
|
%
|
Restaurant and Foodservice
|
20,627
|
|
|
3,488
|
|
|
17,139
|
|
|
491.4
|
%
|
|||
Net revenues
|
$
|
40,206
|
|
|
$
|
12,776
|
|
|
$
|
27,430
|
|
|
214.7
|
%
|
|
Three Months Ended
|
|
Change
|
||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
||||
Retail:
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
2,627
|
|
|
860
|
|
|
1,767
|
|
|
205.5
|
%
|
Frozen Platform
|
599
|
|
|
761
|
|
|
(162
|
)
|
|
(21.3
|
)
|
Total
|
3,226
|
|
|
1,621
|
|
|
1,605
|
|
|
99.0
|
%
|
|
Three Months Ended
|
|
Change
|
||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
||||
Restaurant and Foodservice:
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
3,296
|
|
|
477
|
|
|
2,819
|
|
|
591.0
|
%
|
Frozen Platform
|
316
|
|
|
174
|
|
|
142
|
|
|
81.6
|
|
Total
|
3,612
|
|
|
651
|
|
|
2,961
|
|
|
454.8
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Cost of goods sold
|
$
|
29,435
|
|
|
$
|
10,719
|
|
|
$
|
18,716
|
|
|
174.6
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Gross profit
|
$
|
10,771
|
|
|
$
|
2,057
|
|
|
$
|
8,714
|
|
|
423.6
|
%
|
Gross margin
|
26.8
|
%
|
|
16.1
|
%
|
|
10.7
|
%
|
|
N/A
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Research and development expenses
|
$
|
4,498
|
|
|
$
|
1,605
|
|
|
$
|
2,893
|
|
|
180.2
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(in thousands)
|
March 30,
2019 |
|
March 31,
2018 |
|
Amount
|
|
Percentage
|
|||||||
Selling, general and administrative expenses
|
$
|
11,177
|
|
|
$
|
5,737
|
|
|
$
|
5,440
|
|
|
94.8
|
%
|
•
|
Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements;
|
•
|
Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us;
|
•
|
Adjusted EBITDA does not reflect income tax payments that reduce cash available to us;
|
•
|
Adjusted EBITDA does not reflect restructuring expenses that reduce cash available to us;
|
•
|
Adjusted EBITDA does not reflect share-based compensation expenses and therefore does not include all of our compensation costs;
|
•
|
Adjusted EBITDA does not reflect other income (expense) that may increase or decrease cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net loss, as reported
|
|
$
|
(6,649
|
)
|
|
$
|
(5,696
|
)
|
Interest expense
|
|
733
|
|
|
47
|
|
||
Depreciation and amortization expense
|
|
1,905
|
|
|
733
|
|
||
Restructuring expenses
(1)
|
|
394
|
|
|
294
|
|
||
Share-based compensation expense
|
|
855
|
|
|
260
|
|
||
Other, net
(2)
|
|
618
|
|
|
70
|
|
||
Adjusted EBITDA
|
|
$
|
(2,144
|
)
|
|
$
|
(4,292
|
)
|
|
|
|
|
|
||||
Net loss as a % of net revenues
|
|
(16.5
|
)%
|
|
(44.6
|
)%
|
||
Adjusted EBITDA as a % of net revenues
|
|
(5.3
|
)%
|
|
(33.6
|
)%
|
(1)
|
Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017.
|
(2)
|
Includes expenses primarily associated with the remeasurement of our preferred stock warrant liability and common stock warrant liability.
|
|
|
Three Months Ended
|
||||||
(in thousands, except share and per share data)
|
|
March 30, 2019
|
|
|
March 31, 2018
|
|
||
Pro forma basic and diluted net loss per common share:
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net loss, as reported
|
|
$
|
(6,649
|
)
|
|
$
|
(5,696
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding—basic and diluted, as reported
|
|
6,974,301
|
|
|
5,793,801
|
|
||
Add: Adjustment to reflect assumed conversion of convertible preferred stock
|
|
41,562,111
|
|
|
39,474,156
|
|
||
Add: Adjustment to reflect potential conversion of preferred stock warrants to common stock warrants and subsequent exercise of all common stock warrants
|
|
220,769
|
|
|
160,767
|
|
||
Weighted average common shares outstanding used in computing Pro forma basic and diluted net loss per common share
|
|
48,757,181
|
|
|
45,428,724
|
|
||
|
|
|
|
|
||||
Net loss per common share—basic and diluted, as reported
|
|
$
|
(0.95
|
)
|
|
$
|
(0.98
|
)
|
Effect of adjustments to weighted average common shares outstanding
|
|
0.81
|
|
|
0.85
|
|
||
Adjusted basic and diluted net loss per common share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 31,
2019 |
|
March 31,
2018 |
||||
Cash used in:
|
|
|
|
|
||||
Operating activities
|
|
$
|
(13,280
|
)
|
|
$
|
(4,888
|
)
|
Investing activities
|
|
$
|
(4,993
|
)
|
|
$
|
(3,732
|
)
|
Financing activities
|
|
$
|
(589
|
)
|
|
$
|
(1,368
|
)
|
•
|
the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets;
|
•
|
the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;
|
•
|
any lawsuits related to our products or commenced against us, including the costs associated with our current litigation with a former co-manufacturer;
|
•
|
the expenses needed to attract and retain skilled personnel;
|
•
|
the costs associated with being a public company;
|
•
|
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and
|
•
|
the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.
|
•
|
delay, limit, reduce or terminate our manufacturing, research and development activities; or
|
•
|
delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability.
|
•
|
manage relationships with various suppliers, co-manufacturers, distributors, customers and other third parties, and expend time and effort to integrate new suppliers, co-manufacturers and customers into our fulfillment operations;
|
•
|
continue to compete in the retail channel and the restaurant and foodservice channel;
|
•
|
secure placement in the meat case for our products;
|
•
|
increase our brand recognition;
|
•
|
expand and maintain brand loyalty; and
|
•
|
develop new product lines and extensions.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
|
•
|
announcements of innovations by us or our competitors;
|
•
|
overall conditions in our industry and the markets in which we operate;
|
•
|
market conditions or trends in the packaged food sales industry or in the economy as a whole;
|
•
|
addition or loss of significant customers or other developments with respect to significant customers;
|
•
|
adverse developments concerning our manufacturers or suppliers;
|
•
|
changes in laws or regulations applicable to our products;
|
•
|
our ability to effectively manage our growth;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
competition from existing products or new products that may emerge;
|
•
|
issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
|
•
|
our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;
|
•
|
litigation matters;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
our cash position;
|
•
|
sales of our common stock by us or our stockholders;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock;
|
•
|
the expiration of contractual lock-up agreements with our executive officers, directors and stockholders;
|
•
|
changes in accounting practices;
|
•
|
ineffectiveness of our internal controls;
|
•
|
general economic, market and political conditions; and
|
•
|
other events or factors, many of which are beyond our control.
|
•
|
providing for a classified board of directors with staggered, three-year terms;
|
•
|
authorizing our board of directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
providing that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
prohibiting the adoption, amendment or repeal of our amended and restated bylaws or the repeal of the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors without the required approval of at least 66.67% of the shares entitled to vote at an election of directors;
|
•
|
prohibiting stockholder action by written consent;
|
•
|
limiting the persons who may call special meetings of stockholders; and
|
•
|
requiring advance notification of stockholder nominations and proposals.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents or our stockholders;
|
•
|
any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal-affairs doctrine;
|
EXHIBIT INDEX
|
||||||||||
Exhibit No.
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
|
|
|
|
Form
|
|
Date
|
|
Number
|
|
|
10.13
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.13
|
|
|
|
10.14
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.14
|
|
|
|
10.15
|
|
|
S-1
|
|
11/16/2018
|
|
10.15
|
|
|
|
10.16
|
|
|
S-1
|
|
11/16/2018
|
|
10.16
|
|
|
|
10.17
|
|
|
S-1
|
|
11/16/2018
|
|
10.17
|
|
|
|
10.18
|
|
|
S-1
|
|
11/16/2018
|
|
10.18
|
|
|
|
10.19
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.19
|
|
|
|
10.20
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.20
|
|
|
|
10.21
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.21
|
|
|
|
10.22
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.22
|
|
|
|
10.23
|
|
|
S-1/A
|
|
3/27/2019
|
|
10.23
|
|
|
|
10.24
|
|
|
S-1
|
|
11/16/2018
|
|
10.20
|
|
|
|
10.25
|
|
|
8-K
|
|
5/20/2019
|
|
10.25
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
X
|
|
32.1**
|
|
|
|
|
|
|
|
|
X
|
|
32.2**
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Report Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
BEYOND MEAT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Ethan Brown
|
|
|
|
|
Ethan Brown
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Mark J. Nelson
|
|
|
|
|
Mark J. Nelson
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Ethan Brown
|
|
|
|
|
Ethan Brown
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
Page
|
ARTICLE I: STOCKHOLDERS
|
1
|
||
|
Section 1.1:
|
Annual Meetings.
|
1
|
|
Section 1.2:
|
Special Meetings.
|
1
|
|
Section 1.3:
|
Notice of Meetings.
|
1
|
|
Section 1.4:
|
Adjournments.
|
1
|
|
Section 1.5:
|
Quorum.
|
2
|
|
Section 1.6:
|
Organization.
|
2
|
|
Section 1.7:
|
Voting; Proxies.
|
2
|
|
Section 1.8:
|
Fixing Date for Determination of Stockholders of Record.
|
3
|
|
Section 1.9:
|
List of Stockholders Entitled to Vote.
|
3
|
|
Section 1.10:
|
Inspectors of Elections.
|
3
|
|
Section 1.11:
|
Notice of Stockholder Business; Nominations.
|
4
|
ARTICLE II: BOARD OF DIRECTORS
|
12
|
||
|
Section 2.1:
|
Number; Qualifications.
|
12
|
|
Section 2.2:
|
Election; Resignation; Removal; Vacancies.
|
12
|
|
Section 2.3:
|
Regular Meetings.
|
12
|
|
Section 2.4:
|
Special Meetings.
|
12
|
|
Section 2.5:
|
Remote Meetings Permitted.
|
12
|
|
Section 2.6:
|
Quorum; Vote Required for Action.
|
13
|
|
Section 2.7:
|
Organization.
|
13
|
|
Section 2.8:
|
Unanimous Action by Directors in Lieu of a Meeting.
|
13
|
|
Section 2.9:
|
Powers.
|
13
|
|
Section 2.10:
|
Compensation of Directors.
|
13
|
|
Section 2.11:
|
Confidentiality.
|
13
|
ARTICLE III: COMMITTEES
|
13
|
||
|
Section 3.1:
|
Committees.
|
13
|
|
Section 3.2:
|
Committee Rules.
|
14
|
ARTICLE IV: OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR
|
14
|
||
|
Section 4.1:
|
Generally.
|
14
|
|
Section 4.2:
|
Chief Executive Officer.
|
14
|
|
Section 4.3:
|
Chairperson of the Board.
|
15
|
|
Section 4.4:
|
Lead Independent Director.
|
15
|
|
Section 4.5:
|
President.
|
15
|
|
Section 4.6:
|
Vice President.
|
15
|
|
Section 4.7:
|
Chief Financial Officer.
|
16
|
|
Section 4.8:
|
Treasurer.
|
16
|
|
Section 4.9:
|
Secretary.
|
16
|
|
Section 4.10:
|
Delegation of Authority.
|
16
|
|
Section 4.11:
|
Removal.
|
16
|
ARTICLE V: STOCK
|
16
|
||
|
Section 5.1:
|
Certificates; Uncertificated Shares.
|
16
|
|
Section 5.5:
|
Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares.
|
17
|
|
Section 5.9:
|
Other Regulations.
|
17
|
ARTICLE VI: INDEMNIFICATION
|
17
|
||
|
Section 6.1:
|
Indemnification of Officers and Directors.
|
17
|
|
Section 6.2:
|
Advance of Expenses.
|
17
|
|
Section 6.3:
|
Non-Exclusivity of Rights.
|
18
|
|
Section 6.4:
|
Indemnification Contracts.
|
18
|
|
Section 6.5:
|
Right of Indemnitee to Bring Suit.
|
18
|
|
Section 6.6:
|
Nature of Rights.
|
19
|
|
Section 6.7:
|
Insurance.
|
19
|
ARTICLE VII: NOTICES
|
19
|
||
|
Section 7.1:
|
Notice.
|
19
|
|
Section 7.2:
|
Waiver of Notice.
|
20
|
ARTICLE VIII: INTERESTED DIRECTORS
|
20
|
||
|
Section 8.1:
|
Interested Directors.
|
20
|
|
Section 8.2:
|
Quorum.
|
20
|
ARTICLE IX: MISCELLANEOUS
|
21
|
||
|
Section 9.1:
|
Fiscal Year.
|
21
|
|
Section 9.2:
|
Seal.
|
21
|
|
Section 9.3:
|
Form of Records.
|
21
|
|
Section 9.4:
|
Reliance Upon Books and Records.
|
21
|
|
Section 9.5:
|
Certificate of Incorporation Governs.
|
21
|
|
Section 9.6:
|
Severability.
|
21
|
|
Section 9.7:
|
Time Periods.
|
21
|
ARTICLE X: AMENDMENT
|
22
|
1.11.1
|
Annual Meeting of Stockholders
.
|
a.
|
the name, age, business address and residence address of such person;
|
b.
|
the principal occupation or employment of such nominee;
|
c.
|
the class, series and number of any shares of stock of the Corporation that are beneficially owned or owned of record by such person or any Associated Person (as defined in Section 1.11.3(c));
|
d.
|
the date or dates such shares were acquired and the investment intent of such acquisition;
|
e.
|
all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would be otherwise required, in each case pursuant to and in accordance with Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder (including such person’s written consent to being named in the proxy statement as a nominee, to the public disclosure of information regarding or related to such person provided to the Corporation by such person or otherwise pursuant to this Section 1.11 and to serving as a director if elected); and
|
f.
|
whether such person meets the independence requirements of the stock exchange upon which the Corporation’s Common Stock is primarily traded.
|
a.
|
the current name and address of such Proposing Person, including, if applicable, their name and address as they appear on the Corporation’s stock ledger, if different;
|
b.
|
the class or series and number of shares of stock of the Corporation that are directly or indirectly owned of record or beneficially owned by such Proposing Person, including any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future;
|
c.
|
whether and the extent to which any derivative interest in the Corporation’s equity securities (including without limitation any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise, and any cash-settled equity swap, total return swap, synthetic equity position or similar derivative arrangement, as well as any rights to dividends on the shares of any class or series of shares of the Corporation that are separated or separable from the underlying shares of the Corporation) or any short interest in any security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any increase or decrease in the value of the subject security, including through performance-related fees) is held directly or indirectly by or for the benefit of such Proposing Person, including without limitation whether and the extent to which any ongoing hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including without limitation any short
|
d.
|
any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand;
|
e.
|
any direct or indirect material interest in any material contract or agreement with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement);
|
f.
|
any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder (the disclosures to be made pursuant to the foregoing clauses (iv) through (vi) are referred to as “
Disclosable Interests
”). For purposes hereof “Disclosable Interests” shall not include any information with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;
|
g.
|
such Proposing Person’s written consent to the public disclosure of information provided to the Corporation pursuant to this Section 1.11;
|
h.
|
a complete written description of any agreement, arrangement or understanding (whether oral or in writing) (including any knowledge that another person or entity is Acting in Concert (as defined in Section 1.11.3(c)) with such Proposing Person) between or among such Proposing Person, any of its respective affiliates or associates and any other person Acting in Concert with any of the foregoing persons;
|
i.
|
as to each person whom such Proposing Person proposes to nominate for election or re-election as a director, any agreement, arrangement or understanding of such person with any other person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director known to such Proposing Person after reasonable inquiry;
|
j.
|
a representation that the Record Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;
|
k.
|
a representation whether such Proposing Person intends (or is part of a group that intends) to deliver a proxy statement or form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent being a “
Solicitation Notice
”); and
|
l.
|
any proxy, contract, arrangement, or relationship pursuant to which the Proposing Person has a right to vote, directly or indirectly, any shares of any security of the Corporation;
|
Dated: May 6, 2019
|
/s/ Mark Nelson
|
|
Mark Nelson, Secretary
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Beyond Meat, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Ethan Brown
|
|
|
|
|
Ethan Brown
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Beyond Meat, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Mark J. Nelson
|
|
|
|
|
Mark J. Nelson
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial Officer)
|
(1)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended
March 30, 2019
(the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Ethan Brown
|
|
|
|
|
Ethan Brown
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
(1)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended
March 30, 2019
(the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
Date:
|
June 12, 2019
|
|
By:
|
/s/ Mark J. Nelson
|
|
|
|
|
Mark J. Nelson
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial Officer)
|