UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 8.01 Other Events
Entry into Underwriting Agreement
On May 15, 2023, Sovos Brands, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters (the “Underwriters”) and the selling stockholders named therein (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 10,000,000 shares of common stock, par value $0.001 per share, of the Company to the Underwriters at a public offering price of $17.50 per share, less underwriting discounts and commissions (the “Base Offering”). The Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock on the same terms and conditions (the “Option Offering” and, together with the Base Offering, the “Offering”), which the Underwriters exercised in full on May 17, 2023. The Base Offering closed on May 17, 2023. The Option Offering closed on May 19, 2023. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.
The Offering was made pursuant to a free writing prospectus, dated May 15, 2023, and a prospectus supplement, dated May 15, 2023, to the prospectus included in the Company’s shelf registration statement on Form S-3 (File No. 333-268119), which was initially filed with the Securities and Exchange Commission on November 2, 2022.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
1.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |