Delaware
|
2000
|
26-4087597
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification Number) |
Copies to:
|
||
Harold Yu, Esq.
Christopher J. Austin, Esq.
William L. Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo Park, CA 94025
(650) 614-7400
|
Mark J. Nelson
Chief Financial Officer and Treasurer
Beyond Meat, Inc.
119 Standard Street
El Segundo, CA 90245
(866) 756-4112
|
Cathy Birkeland, Esq.
Senet S. Bischoff, Esq.
Alexander F. Cohen, Esq.
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
(312) 876-7700
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
o
|
Emerging growth company
|
x
|
Title of Each Class of Securities
To Be Registered
|
Amount to be Registered(1)
|
Proposed Maximum Offering Price Per Share(2)
|
Proposed Maximum
Aggregate Offering Price(2)
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.0001 per share
|
3,737,500
|
$200.20
|
$748,247,500
|
$90,688(3)
|
(1)
|
Includes 487,500 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. See “Underwriting.”
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Registrant’s Common Stock as reported by the Nasdaq Global Select Market on July 30, 2019.
|
(3)
|
The registrant previously paid $85,741 in connection with the initial filing of the Registration Statement.
|
Beyond Meat, Inc.
|
Per Share
|
Total
|
|||
Public offering price
|
$
|
$
|
||
Underwriting discounts and commissions(1)
|
$
|
$
|
||
Proceeds, before expenses, to us
|
$
|
$
|
||
Proceeds, before expenses, to the selling stockholders
|
$
|
$
|
(1)
|
See “Underwriting” for additional disclosure regarding underwriting discounts and commissions and estimated offering expenses.
|
Goldman Sachs & Co. LLC
|
J.P. Morgan
|
Credit Suisse
|
|
BofA Merrill Lynch
|
Jefferies
|
||
William Blair
|
Raymond James
|
TABLE OF CONTENTS
|
|
Page
|
|
•
|
Fitch Solutions Macro Research, a division of Fitch Solutions (“Fitch Research”), research data, August 6, 2018;
|
•
|
Fitch Research, research data, August 13, 2018;
|
•
|
Mintel Group Ltd., US Non-Dairy Milk Market Report, September 2017 (the “Mintel Report”);
|
•
|
The World Resources Institute, Creating a Sustainable Food Future, 2013 (the “WRI Report”);
|
•
|
The Organisation for Economic Cooperation and Development (“OECD”), Meat consumption (indicator). doi: 10.1787/fa290fd0-en (Accessed on 13 October 2018);
|
•
|
The World Health Organization (“WHO”), Q&A on the carcinogenicity of the consumption of red meat and processed meat, October 2015;
|
•
|
Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change (Core Writing Team, R.K. Pachauri and L.A. Meyer (eds.)). Intergovernmental Panel on Climate Change (“IPCC”), Geneva, Switzerland, 151 pp. (the “IPCC Report”);
|
•
|
Livestock’s Long Shadow-Environmental Issues and Options, Food and Agriculture Organization (“FAO”), 2006;
|
•
|
Key, Timothy J. et al., Diet, nutrition and the prevention of cancer, Scientific background papers of the joint WHO/FAO expert consultation, Geneva, 28 January - 1 February 2002, Public Health Nutrition, Vol 7, No. 1(A), Supplement 1001, February 2004;
|
•
|
Plant Based Foods Association, 2018 Retail Sales Data for Plant-Based Foods (the “PBFA Report”);
|
•
|
Plant Based Diet Associated with Less Heart Failure Risk Report, presented at the American Heart Association scientific meeting, November 13, 2017;
|
•
|
U.S. Bureau of Labor Statistics, Unemployment Rate for Columbia, Missouri (April 2019);
|
•
|
Heller, Martin C. and Keoleian, Gregory A. (2018) “Beyond Meat’s Beyond Burger Life Cycle Assessment: A detailed comparison between a plant-based and an animal-based protein source.” CSS Report no.18-10, University of Michigan: Ann Arbor 1-38; and
|
•
|
Reprinted from Water Resources and Industry, Volumes 1–2, March–June 2013, P.W. Gerbens-Leenes, M.M. Mekonnen, A.Y. Hoekstra, The water footprint of poultry, pork and beef: A comparative study in different countries and production systems, Page No. 26, Copyright (2013), with permission from Elsevier (the “WRI Water Report”).
|
•
|
Unique Approach to the Product
|
•
|
Unique Approach to the Market
|
•
|
Unique Approach to Our Brand
|
•
|
Retail: We have a significant opportunity to grow our sales within U.S. retail by focusing on increasing sales at our existing points of distribution, as well as increasing sales of new products. We also expect to grow our U.S. retail distribution by establishing commercial relationships with new customers. In March 2019, we introduced Beyond Beef, which is designed to have the meaty taste and texture, and replicate the versatility, of ground beef. In May 2019, we began selling the Beyond Burger in retail stores across Canada. In June 2019, we introduced the new Beyond Burger and Beyond Beef at retailers across the U.S.
|
•
|
Restaurant and Foodservice: The Beyond Burger is currently being served in approximately 17,000 restaurant and foodservice outlets in the United States and Canada. After first launching the Beyond Burger on-menu in 2018, A&W Canada expanded their Beyond Meat menu offerings in March 2019 with the addition of Beyond Breakfast Sausage. In addition, after the successful
|
•
|
International: We believe there is significant demand for our products across the globe in retail and restaurant and foodservice channels. We launched in Europe in August 2018 through contracts with three major distributors. Our products are currently in approximately 5,000 international retail and foodservice outlets. We are increasing production for sales in Canada and Europe and have established and seek to establish additional relationships with distributors in other geographies for future expansion.
|
•
|
We have a history of losses, and we may be unable to achieve or sustain profitability. We have experienced net losses in each year since our inception and we may therefore not be able to achieve or sustain profitability in the future.
|
•
|
Our share price has been and may continue to be highly volatile, and you could lose all or part of your investment.
|
•
|
If we fail to effectively expand our manufacturing and production capacity, our business and operating results and our brand reputation could be harmed.
|
•
|
Because we rely on a limited number of raw materials to create our products and a limited number of third-party suppliers to supply our raw materials, we may not be able to obtain raw materials on a timely basis, at cost effective pricing or in sufficient quantities to produce our products and we may not be able to produce our products or meet the demand for our products.
|
•
|
Our future business, results of operations and financial condition may be adversely affected by reduced or limited availability of pea protein that meets our standards.
|
•
|
We use a limited number of distributors for the substantial majority of our sales, and if we experience the loss of one or more such distributors and cannot replace them in a timely manner or at all, our results of operations may be adversely affected.
|
•
|
We do not currently have any written contracts with co-manufacturers in the United States. The loss of these co-manufacturers or the inability of these co-manufacturers to fulfill our orders would adversely affect our ability to make timely deliveries of our products and would have a material adverse effect on our business.
|
•
|
We face intense competition in our market from our competitors, including manufacturers of animal-based meat products and other brands that produce plant-based protein products.
|
•
|
We may require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product manufacturing and development, and other operations.
|
•
|
Our brand and reputation may be diminished due to real or perceived quality or health issues with our products, which could have an adverse effect on our business, reputation, operating results and financial condition.
|
•
|
Our revenue growth rate may slow over time and may not be indicative of future performance.
|
•
|
Food safety and food-borne illness incidents or advertising or product mislabeling may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
|
•
|
Failure by our suppliers of raw materials or co-manufacturers to comply with food safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.
|
•
|
Sales of the Beyond Burger contribute a significant portion of our revenue. A reduction in sales of the Beyond Burger would have an adverse effect on our financial condition.
|
•
|
Failure to introduce new products or successfully improve existing products may adversely affect our ability to continue to grow. In addition, if we fail to cost-effectively acquire new customers or retain our existing customers, or if we fail to derive revenue from our existing customers consistent with our historical performance, our business could be materially adversely affected.
|
•
|
If we fail to manage our future growth effectively, our business could be materially adversely affected. We may also face difficulties as we expand our operations into countries in which we have no prior operating experience.
|
•
|
Our operations are subject to U.S. Food and Drug Administration, or FDA, regulation and state regulation, and there is no assurance that we will be in compliance with all regulations. Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA or U.S. Department of Agriculture, or USDA, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” in connection with plant-based protein products could adversely affect our business, prospects, results of operations or financial condition.
|
•
|
We are or will be subject to international regulations that could adversely affect our business and results of operations.
|
•
|
presenting only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
|
•
|
reduced disclosure about our executive compensation arrangements;
|
•
|
exemption from the requirements to hold non-binding advisory votes on executive compensation;
|
•
|
extended transition periods for complying with new or revised accounting standards;
|
•
|
exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and
|
•
|
exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).
|
Common stock offered by us
|
250,000 shares
|
Common stock offered by the selling stockholders
|
3,000,000 shares
|
Options exercised in connection with shares to be sold in the offering
|
115,055 shares
|
Common stock to be outstanding after the offering
|
60,532,576 shares (including 115,055 shares to be exercised and sold in the offering upon exercise of vested options)
|
Option to purchase additional shares of common stock granted by the selling stockholders
|
487,500 shares
|
Use of proceeds
|
We intend to use the net proceeds received by us (i) to continue to increase our production and supply capabilities, (ii) to pay for marketing and promotional activities, and (iii) for general working capital purposes.
The selling stockholders will sell 92% of the shares sold in this offering (excluding shares sold if the underwriters exercise their option to purchase additional shares from the selling stockholders). We will not receive any proceeds from the sale of shares by the selling stockholders.
See “Use of Proceeds” for more information.
|
Risk factors
|
Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under “Risk Factors” and all other information in this prospectus before investing in our common stock.
|
Listing
|
Our common stock is listed on the Nasdaq Global Select Market under the symbol “BYND.”
|
•
|
6,130,048 shares of common stock issuable upon exercise of stock options outstanding as of June 29, 2019, having a weighted-average exercise price of $11.01 per share (which excludes 115,055 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) ;
|
•
|
70,360 shares of common stock issuable upon the vesting of restricted stock units, or RSUs, outstanding as of June 29, 2019;
|
•
|
3,437,794 shares of common stock reserved for future grant or issuance under our 2018 Equity Incentive Plan, or the 2018 Plan, as of June 29, 2019, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”; and
|
•
|
804,195 shares of common stock reserved for issuance under our 2018 Employee Stock Purchase Plan, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Stock Purchase Plan.”
|
•
|
no exercise or termination of outstanding stock options after June 29, 2019 (other than the shares being exercised and sold in this offering); and
|
•
|
no exercise by the underwriters of their option to purchase up to an additional 487,500 shares of our common stock from the selling stockholders in this offering.
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
|||||||||||||||
(in thousands, except per share data)
|
(unaudited)
|
||||||||||||||||||
Statements of Operations Data:
|
|||||||||||||||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
$
|
30,143
|
|
$
|
107,457
|
|
||||
Cost of goods sold
|
22,494
|
|
34,772
|
|
70,360
|
|
25,474
|
|
73,945
|
|
|||||||||
Gross (loss) profit
|
(6,312
|
)
|
(2,191
|
)
|
17,574
|
|
4,669
|
|
33,512
|
|
|||||||||
Restructuring expenses
|
—
|
|
3,509
|
|
1,515
|
|
642
|
|
1,241
|
|
|||||||||
Total operating expenses
|
18,454
|
|
26,374
|
|
45,563
|
|
17,524
|
|
36,643
|
|
|||||||||
Loss from operations
|
(24,766
|
)
|
(28,565
|
)
|
(27,989
|
)
|
(12,855
|
)
|
(3,131
|
)
|
|||||||||
Total other expense, net
|
(380
|
)
|
(1,814
|
)
|
(1,896
|
)
|
(237
|
)
|
(12,938
|
)
|
|||||||||
Loss before taxes
|
(25,146
|
)
|
(30,379
|
)
|
(29,885
|
)
|
(13,092
|
)
|
(16,069
|
)
|
|||||||||
Income tax expense
|
3
|
|
5
|
|
1
|
|
—
|
|
21
|
|
|||||||||
Net loss
|
(25,149
|
)
|
(30,384
|
)
|
(29,886
|
)
|
$
|
(13,092
|
)
|
$
|
(16,090
|
)
|
|||||||
Net loss per common share—basic and diluted(1)
|
$
|
(5.51
|
)
|
$
|
(5.57
|
)
|
$
|
(4.75
|
)
|
$
|
(2.21
|
)
|
$
|
(0.69
|
)
|
(1)
|
All per share amounts have been adjusted retrospectively to reflect the 3-for-2 reverse stock split of our common stock on January 2, 2019.
|
(in thousands)
|
As of June 29, 2019
|
||||||
Balance Sheet Data:
|
Actual
|
As Adjusted(1)
|
|||||
Cash and cash equivalents
|
$
|
276,987
|
|
$
|
328,709
|
|
|
Working capital(2)
|
$
|
321,393
|
|
$
|
373,115
|
|
|
Total assets
|
$
|
397,061
|
|
$
|
448,783
|
|
|
Total debt
|
$
|
30,467
|
|
$
|
30,467
|
|
|
Total stockholders’ equity
|
$
|
331,785
|
|
$
|
383,507
|
|
(1)
|
The as adjusted balance sheet gives effect to the sale of shares of common stock by us in this offering at the assumed public offering price of $222.13 per share, which is the last reported sale price of our common stock on the Nasdaq Global Select Market on July 29, 2019, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
(2)
|
Working capital is defined as total current assets minus total current liabilities.
|
(in thousands)
|
Year Ended December 31,
|
Six Months Ended
|
|||||||||||||||||
Non-GAAP Financial Data:
|
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
||||||||||||||
Adjusted EBITDA(1)
|
$
|
(21,957
|
)
|
$
|
(17,557
|
)
|
$
|
(19,312
|
)
|
$
|
(9,883
|
)
|
$
|
4,745
|
|
(1)
|
Adjusted EBITDA is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States, or GAAP. We define Adjusted EBITDA as net loss adjusted to exclude, when applicable, income tax expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based compensation expense, inventory losses from termination of an exclusive supply agreement with a co-manufacturer, costs of termination of an exclusive supply agreement with the same co-manufacturer, and expenses primarily associated with the conversion of our convertible notes and remeasurement of our preferred stock warrant liability and common stock warrant liability.
|
•
|
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.
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
||||||||||||||
Net loss, as reported
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
$
|
(13,092
|
)
|
$
|
(16,090
|
)
|
||||
Income tax expense
|
3
|
|
5
|
|
1
|
|
—
|
|
21
|
|
|||||||||
Interest expense
|
380
|
|
1,002
|
|
1,128
|
|
75
|
|
1,474
|
|
|||||||||
Depreciation and amortization expense
|
2,074
|
|
3,181
|
|
4,921
|
|
1,620
|
|
3,957
|
|
|||||||||
Restructuring expenses(a)
|
—
|
|
3,509
|
|
1,515
|
|
642
|
|
1,241
|
|
|||||||||
Remeasurement of warrant liability
|
—
|
|
385
|
|
1,120
|
|
259
|
|
12,503
|
|
|||||||||
Inventory losses from termination of exclusive supply agreement(b)
|
—
|
|
2,440
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Costs of termination of exclusive supply agreement(c)
|
—
|
|
1,213
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Share-based compensation expense
|
735
|
|
665
|
|
2,241
|
|
710
|
|
2,678
|
|
|||||||||
Other expense (income), net(d)
|
—
|
|
427
|
|
(352
|
)
|
(97
|
)
|
(1,039
|
)
|
|||||||||
Adjusted EBITDA
|
$
|
(21,957
|
)
|
$
|
(17,557
|
)
|
$
|
(19,312
|
)
|
$
|
(9,883
|
)
|
$
|
4,745
|
|
(a)
|
In connection with the termination of an exclusive supply agreement with a co-manufacturer in May 2017, we recorded restructuring expenses related to the impairment write-off of long-lived assets, primarily comprised of certain unrecoverable equipment located at the co-manufacturer’s site and company-paid leasehold improvements to the co-manufacturer’s facility, and legal and other expenses associated with the dispute with the co-manufacturer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business—Legal Proceedings” elsewhere in this prospectus.
|
(b)
|
Consists of additional charges related to inventory losses incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in cost of goods sold.
|
(c)
|
Consists of additional charges incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in selling, general and administrative expenses.
|
(d)
|
Includes expenses associated with the conversion of our convertible notes.
|
•
|
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 or regulatory 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
|
•
|
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;
|
•
|
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 maintain and effectively expand our relationships with key strategic restaurant and foodservice partners;
|
•
|
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 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; and
|
•
|
our, our suppliers’ and our co-manufacturers’ ability to protect our proprietary technology and intellectual property adequately.
|
•
|
an actual basis; and
|
•
|
an as adjusted basis, giving effect to the sale and issuance of shares of our common stock by us in this offering (including 115,055 shares to be exercised and sold in the offering upon exercise of vested options but excluding proceeds from the exercise of these options) at an assumed public offering price of $ 222.13 per share, which is the last reported sale price of our common stock on the Nasdaq Global Select Market on July 29, 2019, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
As of June 29, 2019
|
|||||||
(in thousands, except share and per share data)
|
Actual
|
As Adjusted(1)
|
|||||
Cash and cash equivalents
|
$
|
276,987
|
|
$
|
328,709
|
|
|
Debt:
|
|||||||
Revolving credit facility
|
$
|
6,000
|
|
$
|
6,000
|
|
|
Term loan facility
|
19,543
|
|
19,543
|
|
|||
Equipment financing loan
|
4,924
|
|
4,924
|
|
|||
Total debt
|
$
|
30,467
|
|
$
|
30,467
|
|
|
Stockholders’ equity:
|
|||||||
Preferred stock par value $0.0001 per share (500,000 shares authorized, no shares issued and outstanding, actual and as adjusted)
|
—
|
|
—
|
|
|||
Common stock par value $0.0001 per share (500,000,000 shares authorized, 60,167,521 shares issued and outstanding, actual; 60,532,576 shares issued and outstanding, as adjusted)
|
6
|
|
6
|
|
|||
Additional paid-in capital
|
477,541
|
|
529,263
|
|
|||
Accumulated deficit
|
(145,762
|
)
|
(145,762
|
)
|
|||
Total stockholders’ equity
|
$
|
331,785
|
|
$
|
383,507
|
|
|
Total capitalization
|
$
|
362,252
|
|
$
|
413,974
|
|
(1)
|
Each $1.00 increase (decrease) in the assumed public offering price of $222.13 per share, which is the last reported sale price of our common stock on the Nasdaq Global Select Market on July 29, 2019, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $240,625, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
•
|
6,130,048 shares of common stock issuable upon exercise of stock options outstanding as of June 29, 2019, having a weighted-average exercise price of $11.01 per share (which excludes 115,055 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) ;
|
•
|
70,360 shares of common stock issuable upon the vesting of RSUs outstanding as of June 29, 2019;
|
•
|
3,437,794 shares of common stock reserved for future grant or issuance under our 2018 Plan as of June 29, 2019, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”; and
|
•
|
804,195 shares of common stock reserved for issuance under the 2018 Employee Stock Purchase Plan, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Stock Purchase Plan.”
|
Assumed public offering price per share
|
$
|
222.13
|
|
||||
Historical net tangible book value per share as of June 29, 2019
|
$
|
5.51
|
|
||||
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering
|
0.82
|
|
|||||
As adjusted net tangible book value per share after giving effect to this offering
|
6.33
|
|
|||||
Dilution in net tangible book value per share to new investors in this offering
|
$
|
215.80
|
|
Shares purchased
|
Total consideration
|
Weighted Average price per share
|
||||||||||||||
Number
|
Percent
|
Amount
|
Percent
|
|||||||||||||
Existing stockholders
|
60,167,521
|
|
99.6%
|
|
$
|
482,952,380
|
|
89.7%
|
|
$
|
8.03
|
|
||||
New investors
|
250,000
|
|
0.4
|
|
55,532,500
|
|
10.3
|
|
222.13
|
|
||||||
Total
|
60,417,521
|
|
100.0
|
%
|
$
|
538,484,880
|
|
100.0
|
%
|
•
|
6,130,048 shares of common stock issuable upon exercise of stock options outstanding as of June 29, 2019, having a weighted-average exercise price of $11.01 per share (which excludes 115,055 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) ;
|
•
|
70,360 shares of common stock issuable upon the vesting of RSUs outstanding as of June 29, 2019;
|
•
|
3,437,794 shares of common stock reserved for future grant or issuance under the 2018 Plan as of June 29, 2019, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”; and
|
•
|
804,195 shares of common stock reserved for issuance under our 2018 Employee Stock Purchase Plan, plus shares that will automatically be added to the share reserve each year, as more fully described in “Executive Compensation—Employee Stock Purchase Plan.”
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
|||||||||||||||
(in thousands, except share and per share data)
|
(unaudited)
|
||||||||||||||||||
Statements of Operations Data:
|
|||||||||||||||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
$
|
30,143
|
|
$
|
107,457
|
|
||||
Cost of goods sold
|
22,494
|
|
34,772
|
|
70,360
|
|
25,474
|
|
73,945
|
|
|||||||||
Gross (loss) profit
|
(6,312
|
)
|
(2,191
|
)
|
17,574
|
|
4,669
|
|
33,512
|
|
|||||||||
Research and development expenses
|
5,782
|
|
5,722
|
|
9,587
|
|
4,102
|
|
8,710
|
|
|||||||||
Selling, general and administrative expenses
|
12,672
|
|
17,143
|
|
34,461
|
|
12,780
|
|
26,692
|
|
|||||||||
Restructuring expenses
|
—
|
|
3,509
|
|
1,515
|
|
642
|
|
1,241
|
|
|||||||||
Total operating expenses
|
18,454
|
|
26,374
|
|
45,563
|
|
17,524
|
|
36,643
|
|
|||||||||
Loss from operations
|
(24,766
|
)
|
(28,565
|
)
|
(27,989
|
)
|
(12,855
|
)
|
(3,131
|
)
|
|||||||||
Other expense:
|
|||||||||||||||||||
Interest expense
|
(380
|
)
|
(1,002
|
)
|
(1,128
|
)
|
(75
|
)
|
(1,474
|
)
|
|||||||||
Remeasurement of warrant liability
|
—
|
|
(385
|
)
|
(1,120
|
)
|
259
|
|
12,503
|
|
|||||||||
Other, net
|
—
|
|
(427
|
)
|
352
|
|
97
|
|
1,039
|
|
|||||||||
Total other expense, net
|
(380
|
)
|
(1,814
|
)
|
(1,896
|
)
|
(237
|
)
|
(12,938
|
)
|
|||||||||
Loss before taxes
|
(25,146
|
)
|
(30,379
|
)
|
(29,885
|
)
|
(13,092
|
)
|
(16,069
|
)
|
|||||||||
Income tax expense
|
3
|
|
5
|
|
1
|
|
21
|
|
|||||||||||
Net loss
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
$
|
(13,092
|
)
|
$
|
(16,090
|
)
|
||||
Net loss per common share—basic and diluted(1)
|
$
|
(5.51
|
)
|
$
|
(5.57
|
)
|
$
|
(4.75
|
)
|
$
|
(2.21
|
)
|
$
|
(0.69
|
)
|
||||
Weighted average shares of common stock outstanding—basic and diluted(1)
|
4,566,757
|
|
5,457,629
|
|
6,287,172
|
|
5,933,806
|
|
23,206,203
|
|
December 31,
|
Six Months Ended
|
||||||||||
2017
|
2018
|
June 29, 2019
|
|||||||||
(in thousands)
|
|||||||||||
Cash and cash equivalents
|
$
|
39,035
|
|
$
|
54,271
|
|
$
|
276,987
|
|
||
Working capital(2)
|
39,819
|
|
77,659
|
|
321,393
|
|
|||||
Property, plant and equipment, net
|
14,118
|
|
30,527
|
|
34,473
|
|
|||||
Total assets
|
$
|
66,463
|
|
$
|
133,749
|
|
$
|
397,061
|
|
||
Total debt
|
$
|
4,915
|
|
$
|
30,388
|
|
$
|
30,467
|
|
||
Stock warrant liability
|
550
|
|
1,918
|
|
—
|
|
|||||
Convertible preferred stock
|
148,194
|
|
199,540
|
|
—
|
|
|||||
Stockholders’ (deficit) equity
|
$
|
(95,913
|
)
|
$
|
(121,750
|
)
|
$
|
331,785
|
|
(1)
|
For the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2018, all common and per share amounts have been adjusted retrospectively to reflect the 3-for-2 reverse stock split of our common stock on January 2, 2019.
|
(2)
|
Working capital is defined as total current assets minus total current liabilities.
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
|||||||||||||||
(in thousands, except percentages)
|
|||||||||||||||||||
Adjusted EBITDA(1)
|
$
|
(21,957
|
)
|
$
|
(17,557
|
)
|
$
|
(19,312
|
)
|
$
|
(9,883
|
)
|
$
|
4,745
|
|
||||
Depreciation and amortization
|
$
|
2,074
|
|
$
|
3,181
|
|
$
|
4,921
|
|
$
|
1,620
|
|
$
|
3,957
|
|
||||
Capital expenditures
|
$
|
(4,955
|
)
|
$
|
(7,908
|
)
|
$
|
(22,228
|
)
|
$
|
7,502
|
|
$
|
9,973
|
|
||||
Gross margin
|
(39.0
|
)%
|
(6.7
|
)%
|
20.0
|
%
|
15.5
|
%
|
31.2
|
%
|
|||||||||
Net loss as a % of net revenues
|
(155.0
|
)%
|
(92.9
|
)%
|
(33.9
|
)%
|
(43.4
|
)%
|
(15.0
|
)%
|
|||||||||
Adjusted EBITDA as a % of net revenues
|
(135.5
|
)%
|
(53.9
|
)%
|
(22.0
|
)%
|
(32.8
|
)%
|
4.4
|
%
|
(1)
|
Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. We define Adjusted EBITDA as net loss adjusted to exclude, when applicable, income tax expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based compensation expense, inventory losses from termination of an exclusive supply agreement with a co-manufacturer, costs of termination of an exclusive supply agreement with the same co-manufacturer, and expenses primarily associated with the conversion of our convertible notes and remeasurement of our preferred stock warrant liability and common stock warrant liability.
|
(2)
|
Adjusted EBITDA as a % of net revenues is defined as Adjusted EBITDA divided by net revenues. Adjusted EBITDA as a % of net revenues is a financial measure that is not calculated in accordance with GAAP.
|
•
|
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.
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
||||||||||||||
Net loss, as reported
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
$
|
(13,092
|
)
|
$
|
(16,090
|
)
|
||||
Income tax expense
|
3
|
|
5
|
|
1
|
|
—
|
|
21
|
|
|||||||||
Interest expense
|
380
|
|
1,002
|
|
1,128
|
|
75
|
|
1,474
|
|
|||||||||
Depreciation and amortization expense
|
2,074
|
|
3,181
|
|
4,921
|
|
1,620
|
|
3,957
|
|
|||||||||
Restructuring expenses(1)
|
—
|
|
3,509
|
|
1,515
|
|
642
|
|
1,241
|
|
|||||||||
Inventory losses from termination of exclusive supply agreement(2)
|
—
|
|
2,440
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Costs of termination of exclusive supply agreement(3)
|
—
|
|
1,213
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Share-based compensation expense
|
735
|
|
665
|
|
2,241
|
|
710
|
|
2,678
|
|
|||||||||
Remeasurement of warrant liability
|
—
|
|
385
|
|
1,120
|
|
259
|
|
12,503
|
|
|||||||||
Other expense (income), net(4)
|
—
|
|
427
|
|
(352
|
)
|
(97
|
)
|
(1,039
|
)
|
|||||||||
Adjusted EBITDA
|
$
|
(21,957
|
)
|
$
|
(17,557
|
)
|
$
|
(19,312
|
)
|
$
|
(9,883
|
)
|
$
|
4,745
|
|
||||
Net loss as a % of net revenues
|
(155.0
|
)%
|
(92.9
|
)%
|
(33.9
|
)%
|
(43.4
|
)%
|
(15.0
|
)%
|
|||||||||
Adjusted EBITDA as a % of net revenues
|
(135.5
|
)%
|
(53.9
|
)%
|
(22.0
|
)%
|
(32.8
|
)%
|
4.4
|
%
|
(1)
|
In connection with the termination of an exclusive supply agreement with a co-manufacturer in May 2017, we recorded restructuring expenses related to the impairment write-off of long-lived assets, primarily comprised of certain unrecoverable equipment located at the co-manufacturer’s site and company-paid leasehold improvements to the co-manufacturer’s facility, and legal and other expenses associated with the dispute with the co-manufacturer for the 2017 and 2018 fiscal years, and primarily comprised of legal and other expenses associated with this dispute in the three and six months ended June 29, 2019. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business—Legal Proceedings” elsewhere in this prospectus.
|
(2)
|
Consists of additional charges related to inventory losses incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in cost of goods sold.
|
(3)
|
Consists of additional charges incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in selling, general and administrative expenses.
|
(4)
|
Includes expenses associated with the conversion of our convertible notes.
|
•
|
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.
|
Year Ended December 31,
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
June 30, 2018
|
June 29, 2019
|
||||||||||||||||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
$
|
17,367
|
|
$
|
67,251
|
|
$
|
30,143
|
|
$
|
107,457
|
|
||||||
Cost of goods sold
|
22,494
|
|
34,772
|
|
70,360
|
|
14,755
|
|
44,510
|
|
25,474
|
|
73,945
|
|
|||||||||||||
Gross (loss) profit
|
(6,312
|
)
|
(2,191
|
)
|
17,574
|
|
2,612
|
|
22,741
|
|
4,669
|
|
33,512
|
|
|||||||||||||
Research and development expenses
|
5,782
|
|
5,722
|
|
9,587
|
|
2,497
|
|
4,212
|
|
4,102
|
|
8,710
|
|
|||||||||||||
Selling, general and administrative expenses
|
12,672
|
|
17,143
|
|
34,461
|
|
7,043
|
|
15,515
|
|
12,780
|
|
26,692
|
|
|||||||||||||
Restructuring expenses
|
—
|
|
3,509
|
|
1,515
|
|
348
|
|
847
|
|
642
|
|
1,241
|
|
|||||||||||||
Total operating expenses
|
18,454
|
|
26,374
|
|
45,563
|
|
9,888
|
|
20,574
|
|
17,524
|
|
36,643
|
|
|||||||||||||
(Loss) income from operations
|
$
|
(24,766
|
)
|
$
|
(28,565
|
)
|
$
|
(27,989
|
)
|
$
|
(7,276
|
)
|
$
|
2,167
|
|
$
|
(12,855
|
)
|
$
|
(3,131
|
)
|
Year Ended December 31,
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
June 30, 2018
|
June 29, 2019
|
June 30, 2018
|
June 29, 2019
|
|||||||||||||
Net revenues
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Cost of goods sold
|
139.0
|
|
106.7
|
|
80.0
|
|
85.0
|
|
66.2
|
|
84.5
|
|
68.8
|
|
||||||
Gross (loss) profit
|
(39.0
|
)
|
(6.7
|
)
|
20.0
|
|
15.0
|
|
33.8
|
|
15.5
|
|
31.2
|
|
||||||
Research and development expenses
|
35.7
|
|
17.6
|
|
10.9
|
|
14.4
|
|
6.3
|
|
13.6
|
|
8.1
|
|
||||||
Selling, general and administrative expenses
|
78.3
|
|
52.6
|
|
39.2
|
|
40.6
|
|
23.1
|
|
42.4
|
|
24.8
|
|
||||||
Restructuring expenses
|
—
|
|
10.8
|
|
1.7
|
|
2.0
|
|
1.3
|
|
2.1
|
|
1.2
|
|
||||||
Total operating expenses
|
114.0
|
|
81.0
|
|
51.8
|
|
56.9
|
|
30.6
|
|
58.1
|
|
34.1
|
|
||||||
Income (loss) from operations
|
(153.0
|
)%
|
(87.7
|
)%
|
(31.8
|
)%
|
(41.9
|
)%
|
3.2
|
%
|
(42.6
|
)%
|
(2.9
|
)%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Net revenues:
|
|||||||||||||||||||||||||||||
Gross Fresh Platform
|
$
|
15,119
|
|
$
|
67,722
|
|
$
|
52,603
|
|
347.9
|
%
|
$
|
24,715
|
|
$
|
106,528
|
|
$
|
81,813
|
|
331.0
|
%
|
|||||||
Gross Frozen Platform
|
4,506
|
|
5,639
|
|
1,133
|
|
25.1
|
%
|
9,254
|
|
10,151
|
|
897
|
|
9.7
|
%
|
|||||||||||||
Less: Discounts
|
(2,258
|
)
|
(6,110
|
)
|
(3,852
|
)
|
170.6
|
%
|
(3,826
|
)
|
(9,222
|
)
|
(5,396
|
)
|
141.0
|
%
|
|||||||||||||
Net revenues
|
$
|
17,367
|
|
$
|
67,251
|
|
$
|
49,884
|
|
287.2
|
%
|
$
|
30,143
|
|
$
|
107,457
|
|
$
|
77,314
|
|
256.5
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Net revenues:
|
|||||||||||||||||||||||||||||
Retail
|
$
|
11,684
|
|
$
|
34,120
|
|
$
|
22,436
|
|
192.0
|
%
|
$
|
20,972
|
|
$
|
53,699
|
|
$
|
32,727
|
|
156.1
|
%
|
|||||||
Restaurant and Foodservice
|
5,683
|
|
33,131
|
|
27,448
|
|
483.0
|
%
|
9,171
|
|
53,758
|
|
44,587
|
|
486.2
|
%
|
|||||||||||||
Net revenues
|
$
|
17,367
|
|
$
|
67,251
|
|
$
|
49,884
|
|
287.2
|
%
|
$
|
30,143
|
|
$
|
107,457
|
|
$
|
77,314
|
|
256.5
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||
Retail:
|
|||||||||||||||||||||||
Fresh Platform
|
1,377
|
|
4,609
|
|
3,232
|
|
234.7
|
%
|
2,237
|
|
7,236
|
|
4,999
|
|
223.5
|
%
|
|||||||
Frozen Platform
|
676
|
|
435
|
|
(241
|
)
|
(35.7
|
)
|
1,437
|
|
1,034
|
|
(403
|
)
|
(28.0
|
)
|
|||||||
Total
|
2,053
|
|
5,044
|
|
2,991
|
|
145.7
|
%
|
3,674
|
|
8,270
|
|
4,596
|
|
125.1
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||
Restaurant and Foodservice:
|
|||||||||||||||||||||||
Fresh Platform
|
792
|
|
5,770
|
|
4,978
|
|
628.5
|
%
|
1,269
|
|
9,066
|
|
7,797
|
|
614.4
|
%
|
|||||||
Frozen Platform
|
232
|
|
682
|
|
450
|
|
194.0
|
|
406
|
|
998
|
|
592
|
|
145.8
|
|
|||||||
Total
|
1,024
|
|
6,452
|
|
5,428
|
|
530.1
|
%
|
1,675
|
|
10,064
|
|
8,389
|
|
500.8
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Cost of goods sold
|
$
|
14,755
|
|
$
|
44,510
|
|
$
|
29,755
|
|
201.7
|
%
|
$
|
25,474
|
|
$
|
73,945
|
|
$
|
48,471
|
|
190.3
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Gross profit
|
$
|
2,612
|
|
$
|
22,741
|
|
$
|
20,129
|
|
770.6
|
%
|
$
|
4,669
|
|
$
|
33,512
|
|
$
|
28,843
|
|
617.8
|
%
|
|||||||
Gross margin
|
15.0
|
%
|
33.8
|
%
|
1,880
|
|
N/A
|
|
15.5
|
%
|
31.2
|
%
|
1,570
|
|
N/A
|
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Research and development expenses
|
$
|
2,497
|
|
$
|
4,212
|
|
$
|
1,715
|
|
68.7
|
%
|
$
|
4,102
|
|
$
|
8,710
|
|
$
|
4,608
|
|
112.3
|
%
|
Three Months Ended
|
Change
|
Six Months Ended
|
Change
|
||||||||||||||||||||||||||
(in thousands)
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
June 30, 2018 |
June 29, 2019 |
Amount
|
%
|
|||||||||||||||||||||
Selling, general and administrative expenses
|
$
|
7,043
|
|
$
|
15,515
|
|
$
|
8,472
|
|
120.3
|
%
|
$
|
12,780
|
|
$
|
26,692
|
|
$
|
13,912
|
|
108.9
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
||||||||||
Net revenues:
|
||||||||||||||
Gross Fresh Platform
|
$
|
18,109
|
|
$
|
81,686
|
|
$
|
63,577
|
|
351.1
|
%
|
|||
Gross Frozen Platform
|
19,588
|
|
15,896
|
|
(3,692
|
)
|
(18.8
|
)
|
||||||
Less: Discounts
|
(5,116
|
)
|
(9,648
|
)
|
(4,532
|
)
|
88.6
|
|
||||||
Net revenues
|
$
|
32,581
|
|
$
|
87,934
|
|
$
|
55,353
|
|
169.9
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
||||||||||
Net revenues:
|
||||||||||||||
Retail
|
$
|
25,490
|
|
$
|
50,779
|
|
$
|
25,289
|
|
99.2
|
%
|
|||
Restaurant and Foodservice
|
7,091
|
|
37,155
|
|
30,064
|
|
424.0
|
|
||||||
Net revenues
|
$
|
32,581
|
|
$
|
87,934
|
|
$
|
55,353
|
|
169.9
|
%
|
Year Ended December 31,
|
Change
|
||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
|||||||
Retail:
|
|||||||||||
Fresh Platform
|
1,837
|
|
6,025
|
|
4,188
|
|
228.0
|
%
|
|||
Frozen Platform
|
3,123
|
|
2,687
|
|
(436
|
)
|
(14.0
|
)
|
|||
Total
|
4,960
|
|
8,712
|
|
3,752
|
|
75.6
|
%
|
Year Ended December 31,
|
Change
|
||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
|||||||
Restaurant and foodservice:
|
|||||||||||
Fresh Platform
|
637
|
|
5,801
|
|
5,164
|
|
810.7
|
%
|
|||
Frozen Platform
|
754
|
|
729
|
|
(25
|
)
|
(3.3
|
)
|
|||
Total
|
1,391
|
|
6,530
|
|
5,139
|
|
369.4
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
||||||||||
Cost of goods sold
|
$
|
34,772
|
|
$
|
70,360
|
|
$
|
35,588
|
|
102.3
|
%
|
Year Ended December 31,
|
Change
|
||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
|||||||||
Gross (loss) profit
|
$
|
(2,191
|
)
|
$
|
17,574
|
|
$
|
19,765
|
|
N/A
|
|||
Gross margin
|
(6.7
|
)%
|
20.0
|
%
|
N/A
|
|
N/A
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
||||||||||
Research and development expenses
|
$
|
5,722
|
|
$
|
9,587
|
|
$
|
3,865
|
|
67.5
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2017
|
2018
|
Amount
|
Percentage
|
||||||||||
Selling, general and administrative expenses
|
$
|
17,143
|
|
$
|
34,461
|
|
$
|
17,318
|
|
101.0
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
||||||||||
Revenues:
|
||||||||||||||
Gross Fresh Platform
|
$
|
813
|
|
$
|
18,109
|
|
$
|
17,296
|
|
2,127.4
|
%
|
|||
Gross Frozen Platform
|
18,236
|
|
19,588
|
|
1,352
|
|
7.4
|
|
||||||
Less: Discounts
|
(2,867
|
)
|
(5,116
|
)
|
(2,249
|
)
|
78.4
|
|
||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
16,399
|
|
101.3
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
||||||||||
Net revenues:
|
||||||||||||||
Retail
|
$
|
12,342
|
|
$
|
25,490
|
|
$
|
13,148
|
|
106.5
|
%
|
|||
Restaurant and Foodservice
|
3,840
|
|
7,091
|
|
3,251
|
|
84.7
|
|
||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
16,399
|
|
101.3
|
%
|
Year Ended December 31,
|
Change
|
||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
|||||||
Retail:
|
|||||||||||
Fresh Platform
|
90
|
|
1,837
|
|
1,747
|
|
1,941.1
|
%
|
|||
Frozen Platform
|
2,940
|
|
3,123
|
|
183
|
|
6.2
|
|
|||
Total
|
3,030
|
|
4,960
|
|
1,930
|
|
63.7
|
%
|
Year Ended December 31,
|
Change
|
||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
|||||||
Restaurant and foodservice:
|
|||||||||||
Fresh Platform
|
18
|
|
637
|
|
619
|
|
3,438.9
|
%
|
|||
Frozen Platform
|
932
|
|
754
|
|
(178
|
)
|
(19.1
|
)
|
|||
Total
|
950
|
|
1,391
|
|
441
|
|
46.4
|
%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
||||||||||
Cost of goods sold
|
$
|
22,494
|
|
$
|
34,772
|
|
$
|
12,278
|
|
54.6
|
%
|
Year Ended December 31,
|
Change
|
||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
|||||||||
Gross loss
|
$
|
(6,312
|
)
|
$
|
(2,191
|
)
|
$
|
4,121
|
|
N/A
|
|||
Gross margin
|
(39.0
|
)%
|
(6.7
|
)%
|
N/A
|
|
N/A
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
||||||||||
Research and development expenses
|
$
|
5,782
|
|
$
|
5,722
|
|
$
|
(60
|
)
|
(1.0
|
)%
|
Year Ended December 31,
|
Change
|
|||||||||||||
(in thousands)
|
2016
|
2017
|
Amount
|
Percentage
|
||||||||||
Selling, general and administrative expenses
|
$
|
12,672
|
|
$
|
17,143
|
|
$
|
4,471
|
|
35.3
|
%
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2016
|
2017
|
|||||
Current:
|
|||||||
Federal
|
$
|
—
|
|
$
|
—
|
|
|
State
|
3
|
|
5
|
|
|||
$
|
3
|
|
$
|
5
|
|
||
Deferred:
|
|||||||
Federal
|
$
|
—
|
|
$
|
—
|
|
|
State
|
—
|
|
—
|
|
|||
—
|
|
—
|
|
||||
Provision for income tax
|
$
|
3
|
|
$
|
5
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(in thousands)
|
Apr. 1,
2017
|
Jul. 1,
2017
|
Sep. 30,
2017
|
Dec. 31,
2017
|
Mar. 31,
2018
|
Jun. 30,
2018
|
Sep. 29,
2018
|
Dec. 31,
2018
|
Mar. 30, 2019
|
June 29, 2019
|
||||||||||||||||||||
Net revenues
|
$
|
6,173
|
|
$
|
5,565
|
|
$
|
9,391
|
|
$
|
11,452
|
|
$
|
12,776
|
|
$
|
17,367
|
|
$
|
26,277
|
|
$
|
31,514
|
|
$
|
40,206
|
|
$
|
67,251
|
|
Cost of goods sold
|
6,210
|
|
9,068
|
|
8,972
|
|
10,522
|
|
10,719
|
|
14,755
|
|
21,235
|
|
23,651
|
|
29,435
|
|
44,510
|
|
||||||||||
Gross (loss) profit
|
(37
|
)
|
(3,503
|
)
|
419
|
|
930
|
|
2,057
|
|
2,612
|
|
5,042
|
|
7,863
|
|
10,771
|
|
22,741
|
|
||||||||||
Gross margin
|
(0.6
|
)%
|
(62.9
|
)%
|
4.5
|
%
|
8.1
|
%
|
16.1
|
%
|
15.0
|
%
|
19.2
|
%
|
25.0
|
%
|
26.8
|
%
|
33.8
|
%
|
||||||||||
Research and development expenses
|
1,409
|
|
1,181
|
|
1,470
|
|
1,662
|
|
1,605
|
|
2,497
|
|
2,165
|
|
3,320
|
|
4,498
|
|
4,212
|
|
||||||||||
Selling, general and administrative expenses
|
3,413
|
|
3,934
|
|
5,006
|
|
4,790
|
|
5,737
|
|
7,043
|
|
10,353
|
|
11,328
|
|
11,177
|
|
15,515
|
|
||||||||||
Restructuring expenses
|
19
|
|
2,463
|
|
596
|
|
431
|
|
294
|
|
348
|
|
528
|
|
345
|
|
394
|
|
847
|
|
||||||||||
Total operating expenses
|
4,841
|
|
7,578
|
|
7,072
|
|
6,883
|
|
7,636
|
|
9,888
|
|
13,046
|
|
14,993
|
|
16,069
|
|
20,574
|
|
||||||||||
Income (loss) from operations
|
(4,878
|
)
|
(11,081
|
)
|
(6,653
|
)
|
(5,953
|
)
|
(5,579
|
)
|
(7,276
|
)
|
(8,004
|
)
|
(7,130
|
)
|
(5,298
|
)
|
2,167
|
|
||||||||||
Other expense, net:
|
||||||||||||||||||||||||||||||
Interest expense
|
(30
|
)
|
(38
|
)
|
(416
|
)
|
(518
|
)
|
(47
|
)
|
(28
|
)
|
(313
|
)
|
(740
|
)
|
(733
|
)
|
(741
|
)
|
||||||||||
Other (expense) income, net
|
(92
|
)
|
(96
|
)
|
(92
|
)
|
(532
|
)
|
(70
|
)
|
(92
|
)
|
(1,025
|
)
|
419
|
|
(618
|
)
|
(10,846
|
)
|
||||||||||
Total other expense, net
|
(122
|
)
|
(134
|
)
|
(508
|
)
|
(1,050
|
)
|
(117
|
)
|
(120
|
)
|
(1,338
|
)
|
(321
|
)
|
(1,351
|
)
|
(11,587
|
)
|
||||||||||
Loss before taxes
|
(5,000
|
)
|
(11,215
|
)
|
(7,161
|
)
|
(7,003
|
)
|
(5,696
|
)
|
(7,396
|
)
|
(9,342
|
)
|
(7,451
|
)
|
(6,649
|
)
|
(9,420
|
)
|
||||||||||
Income tax expense
|
—
|
|
3
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
21
|
|
||||||||||
Net loss
|
$
|
(5,000
|
)
|
$
|
(11,218
|
)
|
$
|
(7,161
|
)
|
$
|
(7,005
|
)
|
$
|
(5,696
|
)
|
$
|
(7,396
|
)
|
$
|
(9,342
|
)
|
$
|
(7,452
|
)
|
$
|
(6,649
|
)
|
$
|
(9,441
|
)
|
Net loss per common share—basic and diluted
|
$
|
(0.95
|
)
|
$
|
(2.11
|
)
|
$
|
(1.3
|
)
|
$
|
(1.23
|
)
|
$
|
(0.98
|
)
|
$
|
(1.22
|
)
|
$
|
(1.45
|
)
|
$
|
(1.1
|
)
|
$
|
(0.95
|
)
|
$
|
(0.24
|
)
|
Year Ended December 31,
|
Six Months Ended
|
||||||||||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
June 30, 2018 |
June 29, 2019 |
||||||||||||||
Cash (used in) provided by:
|
|||||||||||||||||||
Operating activities
|
$
|
(23,495
|
)
|
$
|
(25,273
|
)
|
$
|
(37,721
|
)
|
$
|
(12,667
|
)
|
$
|
(22,366
|
)
|
||||
Investing activities
|
(5,038
|
)
|
(8,115
|
)
|
(23,242
|
)
|
(10,033
|
)
|
(10,878
|
)
|
|||||||||
Financing activities
|
31,914
|
|
55,425
|
|
76,199
|
|
7,154
|
|
255,960
|
|
Payments Due by Period
|
|||||||||||||||||||
(in thousands)
|
Total
|
Less Than One Year |
1-3 Years
|
3-5 Years
|
More Than Five Years |
||||||||||||||
Rent obligations(1)
|
$
|
5,450
|
|
$
|
1,264
|
|
$
|
2,192
|
|
$
|
1,135
|
|
$
|
859
|
|
||||
Equipment lease obligations(2)
|
131
|
|
44
|
|
62
|
|
25
|
|
—
|
|
|||||||||
2018 Revolving Credit Facility(3)
|
6,000
|
|
—
|
|
6,000
|
|
—
|
|
—
|
|
|||||||||
2018 Term Loan Facility(4)
|
24,456
|
|
1,908
|
|
18,038
|
|
4,510
|
|
—
|
|
|||||||||
Equipment loan(5)
|
6,465
|
|
716
|
|
4,076
|
|
1,673
|
|
—
|
|
|||||||||
Purchase commitments(6)
|
22,440
|
|
22,440
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
64,942
|
|
$
|
26,372
|
|
$
|
30,368
|
|
$
|
7,343
|
|
$
|
859
|
|
(1)
|
Includes lease payments for our Manhattan Beach Project Innovation Center in El Segundo, California and our manufacturing facilities in Columbia, Missouri. Excludes lease payments for our corporate offices which lease was entered into subsequent to December 31, 2018.
|
(2)
|
Consists of payments under various capital leases for certain equipment.
|
(3)
|
Consists of principal under a revolving credit facility from SVB. Interest accrued at a floating rate.
|
(4)
|
Consists of a term loan with SVB. Includes principal and interest.
|
(5)
|
Consists of an equipment loan that we entered into in September 2018 (see Note 6, Debt, to the Notes to Financial Statements included elsewhere in this prospectus). Includes principal and interest.
|
(6)
|
Consists of commitments entered into in 2018 to purchase pea protein inventory.
|
•
|
Fair Value of Common Stock. We estimate the fair value of stock options using the Black-Scholes option pricing model. We use the value of our common stock to determine the fair value of restricted shares.
|
•
|
Expected Term. The expected term of employee stock options is determined based on management’s expectations as to the expected term of options granted, which were expected to remain outstanding. The expected term of options granted to nonemployees is equal to the remaining contractual life of the options.
|
•
|
Expected Volatility. We have based our estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded.
|
•
|
Expected Dividend Yield. We have never declared or paid any cash dividends and do not presently intend to pay cash dividends in the foreseeable future. As a result, we used an expected dividend yield of zero.
|
•
|
Risk-Free Interest Rates. We determined the average risk-free interest rate using the yield on actively traded U.S. Treasury notes with the same maturity as the expected term of the underlying options. If any assumptions used in the Black-Scholes option-pricing model change significantly, share-based compensation for future awards may differ materially compared with the awards granted previously.
|
•
|
Unique Approach to the Product
|
•
|
Unique Approach to the Market
|
•
|
Unique Approach to Our Brand
|
•
|
Our Market Opportunity
|
•
|
Health and Environmental Impact of Animal-Based Meat Consumption
|
•
|
Health: The negative impact on health caused by certain meats has been well publicized in recent years. In 2004, the WHO highlighted a paper indicating that dietary factors, including consumption of certain meats, accounted for at least 30% of most cancers in developed countries and up to 20% in developing countries. The WHO has since added processed meats such as hot dogs, ham, bacon and sausage to its Group 1 category of carcinogens. A similar conclusion was presented at the American Heart Association, where researchers conducting a 2017 dietary study of over 15,000 adults between 2003 to 2013 highlighted that people who eat mostly a plant-based diet were associated with a 42% reduced risk of developing heart failure among people without diagnosed heart disease or heart failure. Additionally, animals and livestock are also susceptible to various diseases such as Mad Cow (beef), Swine Flu (pork) and Avian Influenza (poultry) that may cause further health risks from consuming potentially infected animal meats.
|
•
|
Climate change: The global livestock industry is estimated to be responsible for a significant portion of global greenhouse gas emissions, such as methane and nitrous oxide. Estimates range from 18 to 51%. The landmark IPCC Report highlighted that climate change is
|
•
|
Global resource usage: Rising global meat consumption and livestock production has been shown to have major negative impacts on the environment due to the burden placed on land and water resources. According to the FAO, livestock occupies 30% of the planet’s land surface and accounts for 78% of all agricultural land use. The WRI Water Report also indicates that 29% of the water in agriculture is directly or indirectly used for animal production. Meat consumption is also burdensome on the environment in terms of production inputs. According to the WRI Report, beef is highly inefficient to produce because only 1% of the feed consumed by cattle is converted to calories that people consumed from eating beef while pork converts approximately 10% and poultry converts approximately 11% of their feed to human-edible calories. During 2017 and 2018, Beyond Meat engaged the University of Michigan to conduct a peer-reviewed, third-party-led Life Cycle Assessment comparing the environmental impacts associated with producing a ¼-lb Beyond Burger versus a ¼-lb, standard 80/20 beef burger (which is a mixture of 80% lean cow muscle and 20% cow fat). The results of this study show that compared to a beef burger, the Beyond Burger generates 90% less greenhouse gas emissions, requires 46% less energy, has 99% less impact on water scarcity and 93% less impact on land use.
|
•
|
Animal welfare: Worldwide, it is estimated that about 60-70 billion farm animals are now produced for food each year; with two out of every three being factory farmed. Over the past decade, animal welfare groups have publicized a range of investigations highlighting the issues related to safety, welfare and well-being of animals caused by mass livestock production, which we believe has led to substantial movement toward more plant-based alternatives.
|
•
|
Dedicated Focus on Innovation
|
•
|
Brand Mission Aligned with Consumer Trends
|
•
|
Product Portfolio Generates Significant Demand from Retail and Restaurant Customers
|
•
|
Experienced and Passionate Executive Management Team
|
•
|
Pursue Top-line Growth Across our Distribution Channels
|
•
|
Retail: We have a significant opportunity to grow our sales within U.S. retail by focusing on increasing sales at our existing points of distribution, as well as increasing sales of new products. We also expect to grow our U.S. retail distribution by establishing commercial relationships with new customers. In March 2019, we introduced Beyond Beef, which is designed to have the meaty taste and texture and replicate the versatility of ground beef. In May 2019, we began selling the Beyond Burger in retail stores across Canada. In June 2019, we introduced the new Beyond Burger and Beyond Beef at retailers across the U.S.
|
•
|
Restaurant and Foodservice: The Beyond Burger is currently being served in approximately 17,000 restaurant and foodservice outlets in the United States and Canada. After first launching the Beyond Burger on-menu in 2018, A&W Canada expanded their Beyond Meat menu offerings in March 2019 with the addition of Beyond Breakfast Sausage. In addition, after the successful launch of the Beyond Tacos at Del Taco in April 2019, the brand announced a menu line extension for Beyond Burritos in June 2019. Also in that month, Tim Hortons added the Beyond Breakfast Sausage to its menus across Canada and in July 2019 announced it had expanded Beyond Meat offerings to include the Beyond Burger at its nearly 4,000 locations across Canada. On July 24, 2019, Dunkin’ announced that it is adding Beyond Breakfast Sausage to its menus at certain locations in Manhattan, New York on a limited, test basis.
|
•
|
In addition, the Beyond Burger is currently being sold at more than 1,100 Carl’s Jr. locations nationwide. We plan to continue to aggressively expand our network of restaurant and foodservice partners.
|
•
|
International: We believe there is significant demand for our products in Canada and Europe across retail and restaurant and foodservice channels and expect to increase production for those regions in 2019. We launched in Europe in August 2018 through contracts with three major distributors. Our products are currently in approximately 5,000 international retail and foodservice outlets. We have established and seek to establish additional relationships with distributors in other geographies, including Australia, Israel, South Korea, South Africa and parts of the Middle East.
|
•
|
Invest in Infrastructure and Capabilities
|
•
|
Expand Our Product Offerings
|
•
|
Continue to Grow Our Brand
|
•
|
Remain Mission Focused and True to Our Values
|
•
|
Retail
|
•
|
Restaurant and Foodservice
|
•
|
International
|
•
|
Sourcing and Suppliers
|
•
|
Sales
|
•
|
Field Marketing Representatives
|
•
|
Digital Marketing and Social Media
|
•
|
Facebook: We maintain a company Facebook page, which we use to facilitate consumer services, distribute brand information and news and publish videos and pictures promoting the brand. We also conduct regular contests and giveaways. As of July 2019, we had over 390,000 Facebook followers.
|
•
|
Instagram: We maintain an active company Instagram account, @beyondmeat, which we use to publish content related to our products and company in order to better connect with potential and existing consumers. We frequently publish news, celebrity promotion and content related to our activities. As of July 2019, we had over 700,000 Instagram followers.
|
•
|
Twitter: We maintain an active company Twitter account, @BeyondMeat, which we use to disseminate trending news and information, as well as to publish short format tips, tricks and shortcuts. We also regularly interact with our consumers. As of July 2019, we had over 86,000 Twitter followers.
|
•
|
LinkedIn: We maintain an active company LinkedIn account, which we use to disseminate news related to Beyond Meat and industry-related media and information. We use our LinkedIn account as a job board for individuals interested in working with us. As of July 2019, we had more than 32,000 LinkedIn followers.
|
•
|
taste;
|
•
|
nutritional profile;
|
•
|
ingredients;
|
•
|
texture;
|
•
|
ease of integration into the consumer diet;
|
•
|
low-carbohydrate, low-sugar, high fiber and protein;
|
•
|
lack of soy, gluten and GMOs;
|
•
|
convenience;
|
•
|
cost;
|
•
|
brand awareness and loyalty among consumers;
|
•
|
media spending;
|
•
|
product variety and packaging;
|
•
|
access to major retailer shelf space and retail locations;
|
•
|
access to major restaurant and foodservice outlets and integration into menus; and
|
•
|
intellectual property protection on products.
|
•
|
Better fat adipose tissue and saturated fat mimics: We are researching new materials and technologies capable of mimicking saturated fat in terms of texture and appearance, but without the nutritional drawbacks of saturated fat.
|
•
|
Alternative functional proteins: We pursue new non-animal proteins that add function to our food products, including native proteins that can denature during cooking, protein binders and protein emulsifying agents and proteins.
|
•
|
Additional connective tissue equivalents: We are seeking materials and methods to introduce additional cartilaginous-like materials and heterogeneity in the form of both texture and appearance in our food products.
|
•
|
Encapsulation materials and technology: We are seeking new materials and technologies to expand the scope of controlled-release delivery systems in our food products as it relates to delivering flavor, color and texturizing agents.
|
•
|
Materials and technologies to support flavor and texture development: We are seeking non-GMO enzymes that can assist with protein enzymolysis as it relates to flavor reactions.
|
Name
|
Age
|
Position
|
||
Ethan Brown
|
47
|
President and Chief Executive Officer, Board Member
|
||
Seth Goldman
|
53
|
Executive Chair, Board Member
|
||
Mark J. Nelson
|
50
|
Chief Financial Officer and Treasurer
|
||
Charles Muth
|
64
|
Chief Growth Officer
|
||
Dariush Ajami
|
44
|
Chief Innovation Officer
|
||
Stephanie Pullings Hart
|
47
|
Senior Vice President, Operations
|
||
Teri L. Witteman
|
51
|
General Counsel and Secretary
|
||
Gregory Bohlen
|
59
|
Board Member
|
||
Diane Carhart
|
64
|
Board Member
|
||
Raymond J. Lane
|
72
|
Board Member
|
||
Bernhard van Lengerich, Ph.D.
|
67
|
Board Member
|
||
Ned Segal
|
45
|
Board Member
|
||
Christopher Isaac Stone
|
45
|
Board Member
|
||
Donald Thompson
|
56
|
Board Member
|
||
Kathy N. Waller
|
61
|
Board Member
|
•
|
the Class I directors are Seth Goldman, Christopher Isaac “Biz” Stone and Kathy N. Waller, and their terms will expire at the annual meeting of stockholders to be held in 2020;
|
•
|
the Class II directors are Gregory Bohlen, Bernhard van Lengerich and Donald Thompson, and their terms will expire at the annual meeting of stockholders to be held in 2021; and
|
•
|
the Class III directors are Ethan Brown, Diane Carhart, Raymond J. Lane and Ned Segal, and their terms will expire at the annual meeting of stockholders to be held in 2022.
|
•
|
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
|
•
|
helping to ensure the independence and overseeing performance of the independent registered public accounting firm;
|
•
|
reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;
|
•
|
reviewing our financial statements and our critical accounting policies and estimates;
|
•
|
reviewing the adequacy and effectiveness of our internal controls;
|
•
|
developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;
|
•
|
overseeing our policies on risk assessment and risk management;
|
•
|
overseeing compliance with our code of business conduct and ethics;
|
•
|
reviewing related-party transactions; and
|
•
|
pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.
|
•
|
reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our Chief Executive Officer;
|
•
|
administering our equity compensation plans and agreements with our executive officers;
|
•
|
reviewing, approving and administering incentive compensation and equity compensation plans;
|
•
|
reviewing and approving our overall compensation philosophy; and
|
•
|
making recommendations regarding non-employee director compensation to our full board of directors.
|
•
|
identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;
|
•
|
overseeing the evaluation and the performance of our board of directors and of individual directors;
|
•
|
considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;
|
•
|
overseeing our corporate governance practices;
|
•
|
contributing to succession planning; and
|
•
|
developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.
|
Name
|
Option
Awards(1)
|
All Other Compensation
|
Total
($)
|
||
Seth Goldman (Executive Chair)
|
—
|
175,000(2)
|
175,000
|
||
Gregory Bohlen
|
—
|
—
|
—
|
||
Diane Carhart
|
—
|
—
|
—
|
||
Raymond J. Lane
|
—
|
—
|
|||
Bernhard van Lengerich
|
—
|
120,000(3)
|
120,000
|
||
Michael A. Pucker(4)
|
—
|
—
|
—
|
||
Ned Segal
|
149,522
|
—
|
149,522
|
||
Christopher Isaac Stone
|
—
|
—
|
—
|
||
Donald Thompson
|
—
|
—
|
—
|
||
Kathy N. Waller
|
149,522
|
—
|
149,522
|
(1)
|
The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted in fiscal 2018 under the 2011 Equity Incentive Plan, or the 2011 Plan, as calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. These amounts reflect our accounting expense for these stock options and do not represent the actual economic value that may be realized by each applicable non-employee director. There can be no assurance that these amounts will ever be realized. The valuation assumptions we used in calculating the fair value of these stock options are set forth in Note 8 to our financial statements. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The number of outstanding stock options held by each non-employee director as of December 31, 2018 were: Mr. Goldman (97,897), Ms. Carhart (100,005), Mr. van Lengerich (133,147), Ms. Waller (16,734) and Mr. Segal (16,734).
|
(2)
|
This amount consists of fees paid to Mr. Goldman for services performed as a consultant in fiscal 2018.
|
(3)
|
This amount consists of fees paid to Food System Strategies, LLC that was earned for services Mr. van Lengerich performed as a consultant in fiscal 2018.
|
(4)
|
Mr. Pucker resigned as one of our directors immediately prior to the effectiveness of the registration statement on Form S-1 for our IPO.
|
Member Annual Cash Retainer
|
Chairperson Annual Cash Retainer
|
Lead Independent Director Annual Cash Retainer
|
||||||||||
Board of Directors
|
$
|
40,000
|
|
$
|
67,500
|
|
$
|
48,000
|
|
|||
Audit Committee
|
7,500
|
|
17,500
|
|
(1)
|
|||||||
Compensation Committee
|
5,000
|
|
10,000
|
|
||||||||
Nominating and Corporate Governance Committee
|
3,000
|
|
8,000
|
|
(1)
|
The annual retainer to be paid to Kathy N. Waller for her service as chairperson of the audit committee shall commence on the date of the annual meeting to be held in 2019.
|
•
|
Ethan Brown, our President and Chief Executive Officer;
|
•
|
Dariush Ajami, our Chief Innovation Officer; and
|
•
|
Charles Muth, our Chief Growth Officer.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Option Awards
($)(1)
|
Non-Equity
Incentive Plan Compensation
($)(2)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||
Ethan Brown, President and Chief Executive Officer
|
2018
|
298,750
|
|
524,244
|
|
145,000
|
|
—
|
967,994
|
|
|||||
2017
|
288,789
|
|
—
|
|
124,700
|
|
—
|
413,489
|
|
||||||
Dariush Ajami, Chief Innovation Officer
|
2018
|
233,450
|
|
1,225,807
|
|
113,705
|
|
—
|
1,572,962
|
|
|||||
2017
|
154,076
|
|
13,669
|
|
37,718
|
|
—
|
205,463
|
|
||||||
Charles Muth, Chief Growth Officer
|
2018
|
297,924
|
|
792,633
|
|
147,504
|
|
—
|
1,238,061
|
|
|||||
2017
|
173,010
|
|
—
|
|
75,067
|
|
64,336(3)
|
312,413
|
|
||||||
Mark J. Nelson, Chief Financial Officer and Treasurer
|
2018
|
326,666
|
|
121,591
|
|
162,501
|
|
—
|
610,758
|
|
|||||
2017
|
287,336
|
|
—
|
|
117,042
|
|
—
|
404,378
|
|
(1)
|
The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted in fiscal 2018 under our 2011 Plan as calculated in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these stock options and do not represent the actual economic value that may be realized by each applicable named executive officer. There can be no assurance that these amounts will ever be realized. The valuation assumptions we used in calculating the
|
(2)
|
The amounts in this column reflect performance bonus awards earned by our named executive officers for fiscal 2018 and 2017 performance, as applicable.
|
(3)
|
This amount represents a relocation assistance payment relating to closing costs on the sale of Mr. Muth’s residence.
|
Option Awards
|
||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable(1)
|
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
|
Option Exercise Price ($)(2)
|
Option Expiration Date
|
|||||
Ethan Brown
|
8/26/2013
|
202,130(3)
|
—
|
0.65
|
|
8/25/2023
|
||||
1/22/2015
|
966,006(4)
|
—
|
0.93
|
|
1/21/2025
|
|||||
7/20/2016
|
182,434(5)
|
119,526(5)
|
0.95
|
|
7/19/2026
|
|||||
5/30/2018
|
110,718(6)
|
221,439(6)
|
3.00
|
|
5/29/2028
|
|||||
Dariush Ajami
|
6/3/2015
|
3,892(7)
|
691(7)
|
0.93
|
|
6/2/2025
|
||||
5/12/2016
|
2,292(8)
|
1,041(8)
|
0.95
|
|
5/11/2026
|
|||||
7/20/2016
|
12,110(9)
|
6,451(9)
|
0.95
|
|
7/19/2026
|
|||||
2/2/2017
|
7,780(10)
|
5,554(10)
|
1.56
|
|
2/1/2027
|
|||||
5/4/2017
|
1,322(11)
|
2,011(11)
|
1.56
|
|
5/1/2027
|
|||||
2/15/2018
|
9,514(12)
|
17,343(12)
|
3.00
|
|
2/14/2028
|
|||||
10/24/2018
|
—(13)
|
66,669(13)
|
17.03
|
|
10/23/2028
|
|||||
11/15/2018
|
—(14)
|
61,875(14)
|
17.03
|
|
11/14/2028
|
|||||
Charles Muth
|
2/15/2018
|
72,923(15)
|
302,095(15)
|
3.00
|
|
2/14/2028
|
||||
Mark J. Nelson
|
12/1/2015
|
50,334(16)
|
100,664(16)
|
0.95
|
|
11/30/2025
|
||||
2/4/2016
|
18,170(17)
|
31,175(17)
|
0.95
|
|
2/3/2026
|
|||||
7/20/2016
|
19,032(18)
|
44,400(18)
|
0.95
|
|
7/19/2026
|
|||||
7/20/2016
|
8,754(19)
|
27,717(19)
|
0.95
|
|
7/19/2026
|
|||||
5/30/2018
|
25,673(20)
|
51,354(20)
|
3.00
|
|
5/29/2028
|
(1)
|
All awards were granted under our 2011 Plan.
|
(2)
|
This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.
|
(3)
|
These option shares were part of a stock option grant covering 202,130 shares of our common stock. One-fourth of the grant vested on May 26, 2014 and the remainder of the grant vested in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, if we had terminated Mr. Brown’s employment without “cause” (as defined in the 2011 Plan), or if Mr. Brown had resigned for “good reason” (as defined in agreements applicable to Mr. Brown’s equity), in either case, upon the consummation of, or within 12 months following, a change in control in our ownership, then 50% of the then unvested shares subject to this option would have immediately vested (the “Prior Brown Acceleration”). However, these options have now fully vested based on their underlying four-year vesting schedule, so the Prior Brown Acceleration is no longer relevant to this option.
|
(4)
|
These option shares were part of a stock option grant covering 966,006 shares of our common stock. One-fourth of the grant vested on June 19, 2015 and the remainder of the grant vested in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, the Prior Brown Acceleration applies to these option shares prior to their full vesting, however, these options have now fully vested based on their underlying four-year vesting schedule, so the Prior Brown Acceleration is no longer relevant to this option.
|
(5)
|
These option shares were part of a stock option grant covering 301,960 shares of our common stock. One-fourth of the grant vested on July 20, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, if we terminate Mr. Brown’s employment without “cause,” or if Mr. Brown resigns for “good reason,” in either case, within 3 months prior to, or within 18 months following, a “change in control” of the company (each, as defined in Mr. Brown’s change in control severance agreement), then 100% of the then unvested shares subject to this option will immediately vest (the “Brown Acceleration”). For additional information on this change in control severance benefit, see “-Change in Control Severance Agreements.”
|
(6)
|
These option shares were part of a stock option grant covering 332,157 shares of our common stock. One-fourth of the grant vested on August 3, 2018 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, the Brown Acceleration applies to these option shares prior to their full vesting.
|
(7)
|
These option shares were part of a stock option grant covering 6,667 shares of our common stock. One-fourth of the grant vested on May 11, 2016 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, if we terminate Mr. Ajami’s employment without “cause,” or if Mr. Ajami resigns for “good reason,” in either case, within three months prior to, or within 18 months following, a change in control of the company (each, as defined in Mr. Ajami’s change in control severance agreement), then 100% of the then unvested shares subject to this option will immediately vest (the “Ajami Acceleration”). For additional information on this change in control severance benefit, see “-Change in Control Severance Agreements.”
|
(8)
|
These option shares were part of a stock option grant covering 3,333 shares of our common stock. One-fourth of the grant vested on March 7, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(9)
|
These option shares were part of a stock option grant covering 18,561 shares of our common stock. One-fourth of the grant vested on February 4, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(10)
|
These option shares were part of a stock option grant covering 13,334 shares of our common stock. One-fourth of the grant vested on August 15, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(11)
|
These option shares were part of a stock option grant covering 3,333 shares of our common stock. One-fourth of the grant vested on May 1, 2018 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(12)
|
These option shares were part of a stock option grant covering 26,857 shares of our common stock. One-fourth of the grant vested on July 25, 2018 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(13)
|
These option shares were part of a stock option grant covering 66,669 shares of our common stock. One-fourth of the grant will vest on July 16, 2019 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(14)
|
These option shares were part of a stock option grant covering 61,875 shares of our common stock. One-fourth of the grant will vest on July 16, 2019 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Ajami’s continuous service through the applicable vesting date. In addition, the Ajami Acceleration applies to these option shares prior to their full vesting.
|
(15)
|
These option shares were part of a stock option grant covering 500,025 shares of our common stock. One-fourth of the grant vested on May 30, 2018 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Muth’s continuous service through the applicable vesting date. In addition, if we terminate Mr. Muth’s employment without “cause,” or if Mr. Muth resigns for “good reason,” in either case, within three months prior to, or within 18 months following, a “change in control” of the company (each, as defined in Mr. Muth’s change in control severance agreement), then 100% of the then unvested shares subject to this option will immediately vest. For additional information on this change in control severance benefit, see “-Change in Control Severance Agreements.”
|
(16)
|
These option shares were part of a stock option grant covering 402,663 shares of our common stock. One-fourth of the grant vested on December 1, 2016 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, if we terminate Mr. Nelson’s employment without “cause,” or if Mr. Nelson resigns for “good reason,” in
|
(17)
|
These option shares were part of a stock option grant covering 145,341 shares of our common stock. One-fourth of the grant vested on December 1, 2016 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through each vesting date. In addition, the Nelson Acceleration applies to these option shares prior to their full vesting.
|
(18)
|
These option shares were part of a stock option grant covering 152,238 shares of our common stock. One-fourth of the grant vested on February 4, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, the Nelson Acceleration applies to these option share prior to their full vesting.
|
(19)
|
These option shares were part of a stock option grant covering 70,024 shares of our common stock. One-fourth of the grant vested on July 20, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, the Nelson Acceleration applies to these option shares prior to full vesting.
|
(20)
|
These option shares were part of a stock option grant covering 77,027 shares of our common stock. One-fourth of the grant vested on August 3, 2018 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, the Nelson Acceleration applies to these option shares prior to full vesting.
|
•
|
a cash payment equal to 18 months of his then-current base salary in the case of Mr. Brown and 12 months of his then-current base salary in the case of Mr. Nelson, Mr. Ajami and Mr. Muth;
|
•
|
a cash payment equal to the COBRA premiums that would be due for COBRA coverage (assuming such coverage is elected) for a period of 18 months in the case of Mr. Brown and 12 months in the case of Mr. Nelson, Mr. Ajami and Mr. Muth; and
|
•
|
100% immediate vesting acceleration of all of the shares of our common stock underlying any then-outstanding unvested stock options and other unvested equity awards that are subject to time-based vesting.
|
•
|
2,144,521 shares;
|
•
|
4% of the shares of common stock outstanding on the last day of the prior fiscal year; or
|
•
|
such number of shares determined by our board of directors.
|
•
|
536,130 shares;
|
•
|
1% of the shares of common stock outstanding on the last day of the prior fiscal year; or
|
•
|
such lesser number of shares determined by our board of directors.
|
•
|
we have been or are to be a participant;
|
•
|
the amount involved exceeded or exceeds $120,000; and
|
•
|
any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Stockholder
|
Shares of
Preferred Stock
|
Total
Purchase
Price
|
||||
5% Stockholders:
|
||||||
DNS-BYMT, LLC
|
815,235
|
|
$
|
2,999,998
|
|
|
Entities affiliated with Kleiner Perkins Caufield & Byers(1)
|
407,617
|
|
1,499,999
|
|
||
Entities affiliated with the Obvious Group(2)
|
135,872
|
|
499,998
|
|
||
Directors and Executive Officers:
|
||||||
Seth Goldman and related entities(3)
|
44,294
|
|
$
|
162,999
|
|
|
Raymond J. Lane and related entities(4)
|
54,348
|
|
199,999
|
|
||
Gregory Bohlen and related entities(5)
|
271,744
|
|
999,998
|
|
(1)
|
Consists of 375,823 shares of Series E stock purchased by Kleiner Perkins Caufield & Byers XIV, LLC and 31,794 shares of Series E stock purchased by KPCB XIV Founders Fund, LLC.
|
(2)
|
Consists of shares of Series E stock purchased by Obvious Ventures I, L.P.
|
(3)
|
Consists of 44,294 shares of Series E stock purchased by the Julie D. Farkas Revocable Trust for which Mr. Goldman’s wife serves as the trustee.
|
(4)
|
Consists of 54,348 shares of Series E stock purchased by GreatPoint Ventures Innovation Fund, LP. for which Mr. Lane serves as Managing Partner.
|
(5)
|
Consists of 271,744 shares of Series E stock purchased by Union Grove Partners Direct Venture Fund, LP, for which Mr. Bohlen serves on the investment committee of the record holder’s general partner.
|
Stockholder
|
Total
Purchase
Price
|
||
Directors and Executive Officers:
|
|||
Seth Goldman and related entities(1)
|
$
|
300,000
|
|
(1)
|
Consists of notes in an aggregate principal amount of $300,000 purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.
|
Stockholder
|
Shares of
Preferred Stock
|
Total
Purchase
Price
|
||||
5% Stockholders:
|
||||||
DNS-BYMT, LLC
|
161,686
|
|
$
|
999,999
|
|
|
Tyson New Ventures, LLC
|
2,433,387
|
|
15,049,998
|
|
||
Entities affiliated with Cleveland Avenue, LLC(1)
|
202,107
|
|
1,249,996
|
|
||
Directors and Executive Officers:
|
||||||
Seth Goldman and related entities(2)
|
51,087
|
|
$
|
315,968
|
|
|
Raymond J. Lane and related entities(3)
|
48,505
|
|
299,998
|
|
||
Gregory Bohlen and related entities(4)
|
525,480
|
|
3,249,990
|
|
(1)
|
Consists of 148,894 shares of Series F stock purchased by Cleveland Avenue, LLC and held of record by CA Food I Fund LLC and 53,213 shares of Series F stock purchased by Donald Thompson, one of our directors, and held of record by Cleveland Manor Investments II LLC. Mr. Thompson has voting and dispositive control over the shares held by CA Food I Fund LLC and Cleveland Manor Investments II LLC. See “Principal Stockholders” for more information.
|
(2)
|
Consists of 51,087 shares of Series F stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.
|
(3)
|
Consists of 48,505 shares of Series F stock purchased by GreatPoint Ventures Innovation Fund, LP. for which Mr. Lane serves as Managing Partner.
|
(4)
|
Consists of 485,060 shares of Series F stock purchased by Union Grove Partners Venture Access Fund II-B, LP, 20,210 shares of Series F stock purchased by Union Grove Partners Direct Venture Fund, LP and 20,210 shares of Series F stock purchased by Union Grove Partners Venture Access Fund II, LP for which Mr. Bohlen serves on the investment committees of the general partners of each of the aforementioned record holders.
|
Stockholder
|
Total
Purchase
Price
|
||
5% Stockholders:
|
|||
DNS-BYMT, LLC
|
$
|
1,000,000
|
|
Entities affiliated with Cleveland Avenue, LLC(1)
|
3,600,000
|
|
|
Directors and Executive Officers:
|
|||
Seth Goldman and related entities(2)
|
$
|
1,000,000
|
|
Bernhard van Lengerich
|
300,000
|
|
(1)
|
Consists of notes in an aggregate principal amount of $1,587,322 purchased by Cleveland Avenue, LLC and held of record by Beyond Meat CA LLC, notes in an aggregate principal amount of $1,587,322 purchased by Beyond Meat CA LLC, and notes in an aggregate principal amount of $425,356 purchased by Donald Thompson. Mr. Thompson has voting and dispositive control over the shares held by Beyond Meat CA LLC. See “Principal Stockholders” for more information.
|
(2)
|
Consists of notes in an aggregate principal amount of $1,000,000 purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.
|
Stockholder
|
Shares of
Preferred Stock
|
Total
Purchase
Price
|
||||
5% Stockholders:
|
||||||
DNS-BYMT, LLC
|
102,838
|
|
$
|
1,124,992
|
|
|
Tyson New Ventures, LLC
|
731,301
|
|
7,999,999
|
|
||
Entities affiliated with Cleveland Avenue, LLC(1)
|
1,906,253
|
|
20,853,281
|
|
||
Directors and Executive Officers:
|
||||||
Seth Goldman and related entities(2)
|
102,838
|
|
$
|
1,124,992
|
|
|
Bernhard van Lengerich
|
49,133
|
|
537,494
|
|
(1)
|
Consists of 1,862,511 shares of Series G stock purchased by Beyond Meat CA LLC and 43,742 shares of Series G stock purchased by Don Thompson, in each case held of record by Cleveland Manor Investments II LLC. Mr. Thompson has voting and dispositive control over the shares held by Cleveland Manor Investments II LLC. See “Principal Stockholders” for more information.
|
(2)
|
Consists of 102,838 shares of Series G stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee. These shares were subsequently transferred to the Goldman Farkas 2017 Descendants Trust, and Mr. Goldman no longer has voting or dispositive power of such shares.
|
Stockholder
|
Shares of
Preferred Stock
|
Total
Purchase
Price
|
||||
5% Stockholders:
|
||||||
DNS-BYMT, LLC(1)
|
173,570
|
|
$
|
4,205,581
|
|
|
Entities affiliated with Cleveland Avenue, LLC(2)
|
103,361
|
|
2,504,452
|
|
||
Directors and Executive Officers:
|
||||||
Seth Goldman and related entities(3)
|
41,271
|
|
$
|
999,997
|
|
|
Raymond J. Lane and related entities(4)
|
123,813
|
|
2,999,992
|
|
(1)
|
Consists of 173,570 shares of Series H convertible preferred stock purchased by DNS-BYMT, LLC.
|
(2)
|
Consists of 76,669 shares of Series H convertible preferred stock purchased by Beyond Meat CA LLC, 6,129 shares of Series H convertible preferred stock purchased by CA Food I Fund, LLC and 20,563 shares of Series H convertible preferred stock purchased by Cleveland Manor Investments II LLC, one of our directors, and held of record by Cleveland Manor Investments II LLC. Mr. Thompson has voting and dispositive control over the shares held by CA Food I Fund LLC and Cleveland Manor Investments II LLC. See “Principal Stockholders” for more information.
|
(3)
|
Consists of 41,271 shares of Series H convertible preferred stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.
|
(4)
|
Consists of 119,317 shares of Series H convertible preferred stock purchased by GreatPoint Ventures Innovation Fund, LP, for which Mr. Lane serves as Managing Partner, and 4,496 shares of Series H convertible preferred stock purchased by the GreatPoint Ventures Innovation Parallel Fund, LP., for which Mr. Lane serves as Managing Partner. See “Principal Stockholders” for more information.
|
Stockholder
|
Shares of
Common Stock in Base Offering
|
Shares of Common Stock if Option to Purchase Additional Shares is Exercised
|
Total
Sales
Price
|
||||
Ethan Brown, Chief Executive Officer and Director
|
39,130
|
|
5,870
|
|
|||
Gregory Bohlen, Director
|
62,194
|
|
10,138
|
|
|||
Mark J. Nelson, Chief Financial Officer and Treasurer
|
55,418
|
|
9,034
|
|
|||
Chuck Muth, Chief Growth Officer
|
21,130
|
|
3,444
|
|
|||
Diane Carhart, Director
|
9,069
|
|
—
|
|
|||
Stephanie Pullings Hart, Senior Vice President, Operations
|
4.534
|
|
—
|
|
|||
Seeding the Future Foundation (1)
|
52,174
|
|
7,826
|
|
|||
Entities related to Kleiner Perkins Caufield & Byers
|
622,401
|
|
101,461
|
|
|||
Entities related to Obvious Ventures
|
348,138
|
|
56,752
|
|
(1)
|
Seeding the Future Foundation is a 501(c)(3) entity. Mr. Bernhard van Lengerich, along with his spouse, serve as directors.
|
•
|
each holder of 5% or more of the outstanding shares of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
all of our executive officers and directors as a group; and
|
•
|
each of the other selling stockholders.
|
•
|
all shares the stockholder actually owns beneficially or of record;
|
•
|
all shares over which the stockholder has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
|
•
|
all shares the stockholder has the right to acquire beneficial ownership of within 60 days after July 10, 2019.
|
Shares beneficially owned prior to the offering
|
Shares beneficially owned after the offering
|
|||||||||||||||||||||||||||
Name of beneficial owner
|
Common stock
|
Options exercisable within 60 days
|
Aggregate number of shares beneficially owned
|
%
|
Shares being offered
|
Assuming no exercise of option to purchase additional shares
|
%
|
Additional shares being offered if option to purchase additional shares is exercised
|
Assuming exercise of option to purchase additional shares
|
%
|
||||||||||||||||||
5% or more stockholders:
|
||||||||||||||||||||||||||||
Entities affiliated with Kleiner Perkins Caufield & Byers(1)
|
7,751,463
|
|
—
|
|
7,751,463
|
|
12.88
|
622,401
|
|
7,129,062
|
|
11.78
|
|
101,461
|
|
7,027,601
|
|
11.6
|
|
Shares beneficially owned prior to the offering
|
Shares beneficially owned after the offering
|
|||||||||||||||||||||||||||
Name of beneficial owner
|
Common stock
|
Options exercisable within 60 days
|
Aggregate number of shares beneficially owned
|
%
|
Shares being offered
|
Assuming no exercise of option to purchase additional shares
|
%
|
Additional shares being offered if option to purchase additional shares is exercised
|
Assuming exercise of option to purchase additional shares
|
%
|
||||||||||||||||||
Entities affiliated with Obvious Ventures(2)
|
4,462,542
|
|
—
|
|
4,462,542
|
|
7.42
|
348,138
|
|
4,114,404
|
|
6.80
|
|
56,752
|
|
4,057,652
|
|
6.70
|
|
|||||||||
DNS-BYMT, LLC(3)
|
4,390,084
|
|
—
|
|
4,390,084
|
|
7.30
|
—
|
|
4,390,084
|
|
7.25
|
|
—
|
|
4,390,084
|
|
7.25
|
|
|||||||||
Named executive officers and directors
|
||||||||||||||||||||||||||||
Ethan Brown(4)
|
1,604,027
|
|
1,573,895
|
|
3,177,922
|
|
5.15
|
39,130
|
|
3,138,792
|
|
5.05
|
|
5,870
|
|
3,132,922
|
|
5.04
|
|
|||||||||
Donald Thompson(5)
|
2,632,384
|
|
—
|
|
2,632,384
|
|
4.37
|
—
|
|
2,632,384
|
|
4.35
|
|
—
|
|
2,632,384
|
|
4.35
|
|
|||||||||
Seth Goldman(6)
|
1,019,011
|
|
13,213
|
|
1,032,224
|
|
1.72
|
—
|
|
1,032,224
|
|
1.71
|
|
—
|
|
1,032,224
|
|
1.71
|
|
|||||||||
Gregory Bohlen(7)
|
797,224
|
|
—
|
|
797,224
|
|
1.32
|
62,194
|
|
735,030
|
|
1.21
|
|
10,138
|
|
724,892
|
|
1.20
|
|
|||||||||
Mark J. Nelson(8)
|
520,268
|
|
223,953
|
|
744,221
|
|
1.23
|
55,418
|
|
688,803
|
|
1.13
|
|
9,034
|
|
679,769
|
|
1.12
|
|
|||||||||
Bernhard van Lengerich(9)
|
453,076
|
|
133,147
|
|
586,223
|
|
*
|
52,174
|
|
534,049
|
|
*
|
|
7,826
|
|
526,223
|
|
*
|
|
|||||||||
Charles Muth(10)
|
239,895
|
|
41,373
|
|
281,268
|
|
*
|
21,130
|
|
260,138
|
|
*
|
|
3,444
|
|
256,694
|
|
*
|
|
|||||||||
Raymond J. Lane(11)
|
256,108
|
|
—
|
|
256,108
|
|
*
|
—
|
|
256,108
|
|
*
|
|
—
|
|
256,108
|
|
*
|
|
|||||||||
Diane Carhart(12)
|
9,069
|
|
90,936
|
|
100,005
|
|
*
|
9,069
|
|
90,936
|
|
*
|
|
—
|
|
90,936
|
|
*
|
|
|||||||||
Dariush Ajami(13)
|
4,083
|
|
83,494
|
|
87,577
|
|
*
|
—
|
|
87,577
|
|
*
|
|
—
|
|
87,577
|
|
*
|
|
|||||||||
Christopher Isaac Stone(14)
|
18,519
|
|
—
|
|
18,519
|
|
*
|
—
|
|
18,519
|
|
*
|
|
—
|
|
18,519
|
|
*
|
|
|||||||||
Ned Segal(15)
|
5,000
|
|
6,976
|
|
11,976
|
|
*
|
—
|
|
11,976
|
|
*
|
|
—
|
|
11,976
|
|
*
|
|
|||||||||
Kathy N. Waller(16)
|
500
|
|
6,976
|
|
7,476
|
|
*
|
—
|
|
7,476
|
|
*
|
|
—
|
|
7,476
|
|
*
|
|
|||||||||
All directors and executive officers as a group(17) (15 persons)
|
7,563,698
|
|
2,217,617
|
|
9,871,375
|
|
15.68
|
191,475
|
|
9,589,900
|
|
15.28
|
|
28,486
|
|
9,561,414
|
|
15.24
|
|
|||||||||
Other selling stockholders:
|
||||||||||||||||||||||||||||
Strategic Partners Entities(18)
|
1,003,964
|
|
—
|
|
1,003,964
|
|
1.67
|
78,322
|
|
925,642
|
|
1.53
|
|
12,767
|
|
912,875
|
|
1.51
|
|
|||||||||
Future Positive Health SPV(19)
|
1,774,573
|
|
—
|
|
1,774,573
|
|
2.95
|
138,440
|
|
1,636,133
|
|
2.7
|
|
22,568
|
|
1,613,565
|
|
2.67
|
|
|||||||||
S2G Entities(20)
|
1,814,375
|
|
—
|
|
1,814,375
|
|
3.02
|
141,545
|
|
1,672,830
|
|
2.76
|
|
23,074
|
|
1,649,756
|
|
2.73
|
|
|||||||||
Gates Entities(21)
|
1,688,971
|
|
—
|
|
1,688,971
|
|
2.81
|
128,737
|
|
1,560,234
|
|
2.58
|
|
24,975
|
|
1,535,259
|
|
2.54
|
|
|||||||||
Morgan Creek Partners Venture Access Funds, L.P.
|
1,610,024
|
|
—
|
|
1,610,024
|
|
2.68
|
125,603
|
|
1,484,421
|
|
2.45
|
|
20,475
|
|
1,463,946
|
|
2.42
|
|
|||||||||
Mitsui & Co. (U.S.A.), Inc.
|
808,433
|
|
—
|
|
808,433
|
|
1.34
|
63,068
|
|
745,365
|
|
1.23
|
|
10,281
|
|
735,084
|
|
1.21
|
|
|||||||||
Eminent Harmony Limited
|
489,141
|
|
—
|
|
489,141
|
|
*
|
38,282
|
|
450,859
|
|
*
|
|
6,240
|
|
444,619
|
|
*
|
|
|||||||||
Unicorn Link International, Ltd.
|
436,055
|
|
—
|
|
436,055
|
|
*
|
33,895
|
|
402,160
|
|
*
|
|
5,525
|
|
396,635
|
|
*
|
|
|||||||||
Proof I Entities(22)
|
1,317,830
|
|
—
|
|
1,317,830
|
|
2.19
|
102,808
|
|
1,215,022
|
|
2.01
|
|
16,308
|
|
1,198,714
|
|
1.98
|
|
|||||||||
MLC50 LP Inc.
|
312,165
|
|
—
|
|
312,165
|
|
*
|
24,353
|
|
287,812
|
|
*
|
|
3,969
|
|
283,843
|
|
*
|
|
|||||||||
Humane Society of the United States
|
277,303
|
|
—
|
|
277,303
|
|
*
|
21,633
|
|
255,670
|
|
*
|
|
3,526
|
|
252,144
|
|
*
|
|
|||||||||
Sidney W. Swartz Trusts(23)
|
431,092
|
|
—
|
|
431,092
|
|
*
|
33,629
|
|
397,463
|
|
*
|
|
5,481
|
|
391,982
|
|
*
|
|
|||||||||
Closed Loop Capital Investments, L.P.
|
269,220
|
|
—
|
|
269,220
|
|
*
|
21,002
|
|
248,218
|
|
*
|
|
3,423
|
|
244,795
|
|
*
|
|
|||||||||
Powerplant Ventures, LP
|
263,168
|
|
—
|
|
263,168
|
|
*
|
20,530
|
|
242,638
|
|
*
|
|
3,346
|
|
239,292
|
|
*
|
|
|||||||||
Bunge Ventures Ltd.
|
979,556
|
|
—
|
|
979,556
|
|
1.63
|
76,418
|
|
903,138
|
|
1.49
|
|
12,457
|
|
890,681
|
|
1.47
|
|
|||||||||
Primerose Development Group Limited
|
1,589,640
|
|
—
|
|
1,589,640
|
|
2.64
|
137,014
|
|
1,452,626
|
|
2.4
|
|
22,335
|
|
1,430,291
|
|
2.36
|
|
Shares beneficially owned prior to the offering
|
Shares beneficially owned after the offering
|
|||||||||||||||||||||||||||
Name of beneficial owner
|
Common stock
|
Options exercisable within 60 days
|
Aggregate number of shares beneficially owned
|
%
|
Shares being offered
|
Assuming no exercise of option to purchase additional shares
|
%
|
Additional shares being offered if option to purchase additional shares is exercised
|
Assuming exercise of option to purchase additional shares
|
%
|
||||||||||||||||||
Hyunju Yang
|
17,028
|
|
—
|
|
17,028
|
|
*
|
4,110
|
|
12,918
|
|
*
|
|
670
|
|
12,248
|
|
*
|
|
|||||||||
Total Formation Inc.
|
1,589,639
|
|
—
|
|
1,589,639
|
|
2.64
|
137,014
|
|
1,452,625
|
|
2.4
|
|
22,335
|
|
1,430,290
|
|
2.36
|
|
|||||||||
Sugar Bear Investments, LLC
|
134,610
|
|
—
|
|
134,610
|
|
*
|
10,501
|
|
124,109
|
|
*
|
|
1,711
|
|
122,398
|
|
*
|
|
|||||||||
TriplePoint Capital LLC
|
119,891
|
|
—
|
|
119,891
|
|
*
|
9,353
|
|
110,538
|
|
*
|
|
1,524
|
|
109,014
|
|
*
|
|
|||||||||
Innovative Fund, LLC
|
1,131,725
|
|
—
|
|
1,131,725
|
|
1.88
|
88,289
|
|
1,043,436
|
|
1.72
|
|
14,392
|
|
1,029,044
|
|
1.70
|
|
|||||||||
Brent Taylor
|
414,656
|
|
—
|
|
414,656
|
|
*
|
32,348
|
|
382,308
|
|
*
|
|
5,273
|
|
377,035
|
|
*
|
|
|||||||||
CAVU Venture Partners II, LP
|
386,494
|
|
—
|
|
386,494
|
|
*
|
30,151
|
|
356,343
|
|
*
|
|
4,915
|
|
351,428
|
|
*
|
|
|||||||||
West Investments IV, LLC
|
90,107
|
|
38,603
|
|
128,710
|
|
*
|
9,692
|
|
119,018
|
|
*
|
|
1,580
|
|
117,438
|
|
*
|
|
|||||||||
Little Harbor SAZ, LLC
|
248,751
|
|
—
|
|
248,751
|
|
*
|
19,405
|
|
229,346
|
|
*
|
|
3,163
|
|
226,183
|
|
*
|
|
|||||||||
The Bunting Family Private Fund LLC
|
161,686
|
|
—
|
|
161,686
|
|
*
|
12,613
|
|
149,073
|
|
*
|
|
2,056
|
|
147,017
|
|
*
|
|
|||||||||
General Mills, Inc.
|
176,768
|
|
—
|
|
176,768
|
|
*
|
13,790
|
|
162,978
|
|
*
|
|
2,248
|
|
160,730
|
|
*
|
|
|||||||||
Anni Roder
|
34,905
|
|
—
|
|
34,905
|
|
*
|
2,723
|
|
32,182
|
|
*
|
|
443
|
|
31,739
|
|
*
|
|
|||||||||
Demming International Ltd.
|
34,279
|
|
—
|
|
34,279
|
|
*
|
2,674
|
|
31,605
|
|
*
|
|
435
|
|
31,170
|
|
*
|
|
|||||||||
Scott Hairston(24)
|
97,556
|
|
—
|
|
97,556
|
|
*
|
27,826
|
|
69,730
|
|
*
|
|
4,174
|
|
65,556
|
|
*
|
|
|||||||||
Impact Assets, Inc.
|
257,626
|
|
—
|
|
257,626
|
|
*
|
20,098
|
|
237,528
|
|
*
|
|
3,276
|
|
234,252
|
|
*
|
|
|||||||||
Ismene, Ltd.
|
86,841
|
|
—
|
|
86,841
|
|
*
|
6,774
|
|
80,067
|
|
*
|
|
1,104
|
|
78,963
|
|
*
|
|
|||||||||
Mortimer Trust
|
276,603
|
|
—
|
|
276,603
|
|
*
|
21,578
|
|
255,025
|
|
*
|
|
3,517
|
|
251,508
|
|
*
|
|
|||||||||
OurCrowd (Investment in Beyond) LP, a BVI limited Partnership
|
28,063
|
|
—
|
|
28,063
|
|
*
|
2,189
|
|
25,874
|
|
*
|
|
356
|
|
25,518
|
|
*
|
|
|||||||||
Dae Kim
|
260,039
|
|
—
|
|
260,039
|
|
*
|
20,286
|
|
239,753
|
|
*
|
|
3,307
|
|
236,446
|
|
*
|
|
|||||||||
MSA Entities(25)
|
243,500
|
|
—
|
|
243,500
|
|
*
|
18,996
|
|
224,504
|
|
*
|
|
3,096
|
|
221,408
|
|
*
|
|
|||||||||
Y Capital Management Inc.
|
21,024
|
|
—
|
|
21,024
|
|
*
|
1,640
|
|
19,384
|
|
*
|
|
267
|
|
19,117
|
|
*
|
|
|||||||||
H. Barton Co-Invest Fund III, LLC
|
71,415
|
|
—
|
|
71,415
|
|
*
|
5,571
|
|
65,844
|
|
*
|
|
908
|
|
64,936
|
|
*
|
|
|||||||||
Welch Trust Entities(26)
|
103,138
|
|
—
|
|
103,138
|
|
*
|
8,046
|
|
95,092
|
|
*
|
|
1,310
|
|
93,782
|
|
*
|
|
|||||||||
Ambrosia SPV 1
|
91,412
|
|
—
|
|
91,412
|
|
*
|
7,131
|
|
84,281
|
|
*
|
|
1,162
|
|
83,119
|
|
*
|
|
|||||||||
The Rebholz 2012 Trust DTD 7/12/12
|
31,097
|
|
—
|
|
31,097
|
|
*
|
2,425
|
|
28,672
|
|
*
|
|
395
|
|
28,277
|
|
*
|
|
|||||||||
Blue Horizon Corporation Inc.
|
45,704
|
|
—
|
|
45,704
|
|
*
|
3,565
|
|
42,139
|
|
*
|
|
581
|
|
41,558
|
|
*
|
|
|||||||||
Shaun Roger White Family Trust
|
13,710
|
|
—
|
|
13,710
|
|
*
|
1,069
|
|
12,641
|
|
*
|
|
174
|
|
12,467
|
|
*
|
|
|||||||||
David Zarfes
|
45,902
|
|
—
|
|
45,902
|
|
*
|
3,580
|
|
42,322
|
|
*
|
|
583
|
|
41,739
|
|
*
|
|
|||||||||
Levin Entities(27)
|
51,418
|
|
—
|
|
51,418
|
|
*
|
4,010
|
|
47,408
|
|
*
|
|
652
|
|
46,756
|
|
*
|
|
|||||||||
Moskowitz Entities(28)
|
73,059
|
|
222
|
|
73,281
|
|
*
|
5,716
|
|
67,565
|
|
*
|
|
931
|
|
66,634
|
|
*
|
|
|||||||||
New Crop Capital
|
61,070
|
|
—
|
|
61,070
|
|
*
|
4,764
|
|
56,306
|
|
*
|
|
776
|
|
55,530
|
|
*
|
|
|||||||||
Big Loud Capital, LLC
|
9,141
|
|
—
|
|
9,141
|
|
*
|
713
|
|
8,428
|
|
*
|
|
116
|
|
8,312
|
|
*
|
|
|||||||||
Moore Entities(29)
|
2,760
|
|
5,907
|
|
8,667
|
|
*
|
760
|
|
7,907
|
|
*
|
|
124
|
|
7,783
|
|
*
|
|
|||||||||
Other selling stockholder investors(30)
|
541,604
|
|
47,199
|
|
588,803
|
|
*
|
46,296
|
|
542,507
|
|
*
|
|
7,037
|
|
535,470
|
|
*
|
|
|||||||||
Other selling stockholder employees of the Company(31)
|
78,097
|
|
64,992
|
|
143,089
|
|
*
|
11,445
|
|
131,644
|
|
*
|
|
1,083
|
|
130,561
|
|
*
|
|
Shares beneficially owned prior to the offering
|
Shares beneficially owned after the offering
|
|||||||||||||||||||||||||||
Name of beneficial owner
|
Common stock
|
Options exercisable within 60 days
|
Aggregate number of shares beneficially owned
|
%
|
Shares being offered
|
Assuming no exercise of option to purchase additional shares
|
%
|
Additional shares being offered if option to purchase additional shares is exercised
|
Assuming exercise of option to purchase additional shares
|
%
|
||||||||||||||||||
Other selling stockholder ambassador and other non-employee investors of the Company(32)
|
57,750
|
|
—
|
|
57,750
|
|
*
|
3,392
|
|
54,358
|
|
*
|
|
551
|
|
53,807
|
|
*
|
|
*
|
Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.
|
(1)
|
Consists of (i) 7,146,849 shares of common stock held by Kleiner Perkins Caufield & Byers XIV, LLC (“KPCB XIV”) and (ii) 604,614 shares of common stock held by KPCB XIV Founders Fund, LLC (“KPCB XIV FF”). All shares are held for convenience in the name of “KPCB Holdings, Inc., as nominee” for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC (“KPCB XIV Associates”). Brook Byers, L. John Doerr, William Gordon and Theodore Schlein, the managing members of KPCB XIV Associates, may be deemed to have shared voting and dispositive power over the shares held by KPCB XIV and KPCB XIV FF. The address for each of the entities identified above is 2750 Sand Hill Road, Menlo Park, CA 94025.
|
(2)
|
Consists of (i) 3,873,584 shares of common stock held by Obvious Group LLC (“Obvious Group”) and (ii) 588,958 shares of common stock held by Obvious Ventures I, L.P. (“OV1”). The sole managing member of Obvious Group is Evan Williams, who may be deemed to have sole voting and dispositive power over the shares held by Obvious Group. The general partner of Obvious Ventures I, L.P. is Obvious Ventures GP I, L.L.C. (“OV1 GP”). Evan Williams and James Joaquin, the managing members of OV1 GP, may be deemed to have shared voting and dispositive power over the shares held by OV1 GP. The address for Obvious Group is PO Box 849 Lafayette, CA 94549-0849. The address for OV1 and OV1 GP is 220 Halleck Street, Suite 120, San Francisco, CA 94129.
|
(3)
|
Consists of 4,390,084 shares of common stock held of record by DNS-BYMT, LLC. DNS-BYMT, LLC (“DNS”) is a manager-managed Delaware limited liability company. The controlling member of DNS is DNS Venture Partners, LLC (“DNS VP”), a manager-managed Delaware limited liability, and the sole managers of both DNS and DNS VP are P. Daniel Donohue and Edward Rabin who may be deemed to have shared voting and dispositive power over the shares held by DNS. Subsequent to July 10, 2019, DNS distributed 225,782 shares to certain of its members, including 97,556 shares to Scott Hairston, a portion of which are being sold in the offering (see footnote 24 below). The address for each of the entities identified above is 350 S Main Ave., Suite 402, Sioux Falls, SD 57104.
|
(4)
|
Consists of (i) 1,604,027 shares of common stock and (ii) 1,573,895 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019. Pursuant to a personal loan from a lender that is not the company, all but 180,874 of Mr. Brown’s shares are subject to a “negative pledge” under which the sale or transfer of his shares would result in such loan becoming due.
|
(5)
|
Consists of (i) 15,000 shares of common stock held by Donald Thompson, (ii) 520,181 shares of common stock held by Cleveland Manor Investments II LLC (“Cleveland Manor”), (iii) 1,940,680 shares of common stock held by Beyond Meat CA LLC (“BM CA”), and (iv) 156,523 shares of common stock held by CA Food I Fund, LLC (“CA Food”). Cleveland Avenue Food and Beverage Fund Holdings LLC (“CA F & B”) is the sole member of BM CA. Cleveland Avenue GP, LLC (“CA GP”) is the sole manager of CA F & B. Cleveland Avenue, LLC (“CA LLC”) is the sole manager of CA GP. Mr. Thompson is the sole manager of CA LLC and may be deemed to have sole voting and dispositive power over the shares held by BM CA. Mr. Thompson is the sole manager of Cleveland Manor and may be deemed to have sole voting and dispositive power over the shares held by Cleveland Manor. CA LLC is the sole manager of CA Food. Mr. Thompson is the sole manager of CA LLC and may be deemed to have sole voting and dispositive power over the shares held by CA Food. The address for each of the entities identified above is 222 N. Canal, St. Chicago, IL 60606.
|
(6)
|
Consists of (i) 253,659 shares of common stock held by the Julie D. Farkas Revocable Trust, (ii) 92,358 shares of common stock held by the Seth Goldman Revocable Trust, (iii) an aggregate of 600 shares of common stock held by Seth Goldman’s sons, who are residing in Mr. Goldman’s household, (iv) 450 shares of common stock purchased by Impact Assets Inc., through a donor advised fund over which Mr. Goldman has dispositive control, and (v) (a) 672,394 shares of common stock and (b) 13,213 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019 held in each case by Seth Goldman. Mr. Goldman’s spouse is the trustee of the Julie D. Farkas Revocable Trust and Mr. Goldman is the trustee of the
|
(7)
|
Consists of (i) 291,954 shares of common stock held by Union Grove Partners Direct Venture Fund, LP, (ii) 20,210 shares of common stock held by Union Grove Partners Venture Access Fund II, LP, and (iii) 485,060 shares of common stock held by Union Grove Partners Venture Access Fund II-B, LP (collectively, the “Union Grove Funds”). Union Grove Venture Partners 2014, LLC is the general partner of Union Grove Partners Direct Venture Fund, LP. Union Grove Venture Partners 2015, LLC is the general partner of Union Grove Partners Venture Access Fund II, LP. Union Grove Venture Partners 2015-B, LLC is the general partner of Union Grove Partners Venture Access Fund II-B, LP. Mr. Bohlen serves on the investment committee of each of Union Grove Venture Partners 2014, LLC, Union Grove Venture Partners 2015, LLC and Union Grove Venture Partners 2015-B, LLC, and may be deemed to share voting and dispositive power over the shares held by the Union Grove Funds with the other members of the investment committee. The address for each of the entities identified above is 7203 Union Grove Church Rd., Chapel Hill, NC 27516.
|
(8)
|
Consists of (i) 520,268 shares of common stock, which includes 55,418 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 223,953 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019 and not including the options exercised in connection with the offering.
|
(9)
|
Consists of (i) 53,633 shares of common stock held by Mr. van Lengerich, (ii) 133,147 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019, and (iii) 399,443 shares of common stock held by Seeding the Future Foundation, a 501(c)(3) organization. Seeding the Future Foundation is the selling stockholder in this transaction. Mr. van Lengerich is the founder and president of Seeding the Future Foundation. In addition, Mr. van Lengerich and his wife serve as the only board members of Seeding the Future Foundation. Therefore, Mr. van Lengerich may be deemed to have voting and dispositive power over the shares held by Seeding the Future Foundation. The address for Seeding the Future Foundation is 1855 Troy Lane Plymouth, MN 55447.
|
(10)
|
Consists of (i) 239,895 shares of common stock, which includes 21,130 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 41,373 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019, and not including the options exercised in connection with the offering.
|
(11)
|
Consists of (i) 222,170 shares of common stock held by GreatPoint Ventures Innovation Fund, LP, (ii) 4,496 shares of common stock held by GreatPoint Ventures Innovation Parallel Fund, L.P., and (iii) 29,442 shares of common stock held by Stephanie H. Lane and Raymond J. Lane as Community Property. GreatPoint Investment Partners, LLC is the general partner of GreatPoint Ventures Innovation Fund, L.P. and GreatPoint Ventures Innovation Parallel Fund, L.P. Mr. Lane serves on the investment committee of GreatPoint Investment Partners, LLC and may be deemed to share voting and dispositive power over the shares held by GreatPoint Ventures Innovation Fund, L.P. and GreatPoint Ventures Innovation Parallel Fund, L.P. with the other members of the investment committee. The address for each of the entities identified above is 744 Montgomery Street, 5th Floor San Francisco, CA 94111.
|
(12)
|
Consists of (i) 9,069 shares of common stock, which includes 9,069 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 90,936 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019, and not including the options exercised in connection with the offering.
|
(13)
|
Consists of (i) 2,083 shares of common stock held by Dariush Ajami, (ii) 2,000 shares of common stock held by Mr. Ajami’s wife, and (ii) 83,494 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019.
|
(14)
|
Consists of 18,519 shares of common stock that are held by the Biz and Livy Stone Family Trust, for which Mr. Stone and his wife serve as co-trustees and for which Mr. Stone may be deemed to have voting and dispositive power over the shares held by the trust.
|
(15)
|
Consists of (i) 5,000 shares of common stock and (ii) 6,976 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019.
|
(16)
|
Consists of (i) 500 shares of common stock and (ii) 6,976 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019.
|
(17)
|
Consists of (i) 8,220,317 shares of common stock which includes 90,151 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 2,217,677 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of July 10, 2019, and not including the options exercised in connection with the offering.
|
(18)
|
Consists of (i) 797,608 shares of common stock held by Strategic Partners VIII Investments L.P. and (ii) 206,356 shares of common stock held by Strategic Partners VII Investments L.P. (Series D).
|
(19)
|
Consists of (i) 1,224,491 shares of common stock held by Future Positive Health II SPV LLC and (ii) 550,082 shares of common stock held by Future Positive Health I SPV LLC.
|
(20)
|
Consists of (i) 1,742,641 shares of common stock held by S2G Ventures Fund I, L.P. and (ii) 71,734 shares of common stock held by S2G Ventures Fund II, L.P.
|
(21)
|
Consists of (i) 1,688,971 shares of common stock held by Gates Frontier, LLC. Subsequent to July 10, 2019, Gates Frontier, LLC transferred 252,000 shares of common stock to the Bill & Melinda Gates Foundation Trust, of which 128,737 shares are being sold in this offering.
|
(22)
|
Consists of (i) 104,607 shares of common stock held by Proof I, LLC, (ii) 762,179 shares of common stock held by BM1 P, LLC and (iii) 451,044 shares of common stock held by BM2 P, LLC.
|
(23)
|
Consists of (i) 315,906 shares of common stock held by the Sidney W Swartz 1982 Trust B for Jeffrey Swartz, (ii) 75,413 shares of common stock held by the Sidney W Swartz 1982 Trust A for Jeffrey Swartz and (iii) 39,773 shares of common stock held by the Sidney W. Swartz 1982 Family Trust C for the Issue of Jeffrey Swartz.
|
(24)
|
Consists of 97,556 shares of common stock distributed to Mr. Hairston from DNS-BYMT, LLC subsequent to July 10, 2019.
|
(25)
|
Consists of (i) 157,862 shares of common stock held by MSA Enterprises AIV I, LP and (ii) 85,638 shares of common stock held by MSA Isolate, LP.
|
(26)
|
Consists of (i) 51,419 shares of common stock held by the John F. Welch, Jr. 2004 Revocable Trust, (ii) 51,419 shares of common stock held by the Suzy Welch Revocable Trust and (iii) 300 shares of common stock held by the Welch Jr. 2004 Revocable Trust.
|
(27)
|
Consists of (i) 25,709 shares of common stock held by Eichner Investments LLC and (ii) Felicia Levin 1995 Family Trust UAD 12/15/1995.
|
(28)
|
Consists of (i) 49,879 shares of common stock held by MMBL Enterprise WA, LLC and (ii) 23,180 shares of common stock and 222 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019 held by Beth Moskowitz.
|
(29)
|
Consists of (i) 2,000 shares of common stock held by Maya Moore and (ii) 6,667 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019 held by Three 23, Inc.
|
(30)
|
Consists of selling stockholder investors not otherwise listed in this table who collectively beneficially own less than 1% of our common stock prior to the offering. Consists of (i) 541,604 shares of common stock, which includes 16,733 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 47,199 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019, and not including the options exercised in connection with the offering.
|
(31)
|
Consists of selling stockholder employees not otherwise listed in this table who collectively beneficially own less than 1% of our common stock prior to the offering. Consists of (i) 78,097 shares of common stock, which includes 5,803 shares of common stock issuable upon the exercise of stock options in connection with the offering and (ii) 64,992 shares of common stock issuable upon the exercise of stock options exercisable within 60 days after July 10, 2019, and not including the options exercised in connection with the offering.
|
(32)
|
Consists of selling stockholder ambassador and other non-employee investors not otherwise listed in this table who collectively beneficially own less than 1% of our common stock prior to the offering. Consists of 57,750 shares of common stock.
|
•
|
500,000,000 shares are designated as common stock; and
|
•
|
500,000 shares are designated as preferred stock.
|
•
|
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 pursuant to the DGCL; and
|
•
|
any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine;
|
•
|
any breach of the director’s duty of loyalty to us or to our stockholders;
|
•
|
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
|
•
|
unlawful payment of dividends or unlawful stock repurchases or redemptions; and
|
•
|
any transaction from which the director derived an improper personal benefit.
|
•
|
beginning October 29, 2019, which is the 181st day after the date of the prospectus for our IPO, up to 48,807,972 shares held by existing stockholders prior to our IPO (including directors and officers, and the selling stockholders) that are not sold in this offering may be eligible for sale in the public market, of which 15,164,518 shares are held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and
|
•
|
the remainder of the shares of common stock not described above in this paragraph will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.
|
•
|
1% of our then-outstanding shares of common stock, which will equal approximately 605,325 shares immediately after this offering, based on the number of shares of our common stock outstanding as of June 29, 2019 (including 115,055 shares to be exercised and sold in the offering upon exercise of vested options); or
|
•
|
the average weekly trading volume of our common stock on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice of the sale with the SEC.
|
•
|
banks, insurance companies or other financial institutions;
|
•
|
partnerships or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);
|
•
|
corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
tax-exempt or governmental organizations or tax-qualified retirement plans;
|
•
|
real estate investment trusts or regulated investment companies;
|
•
|
controlled foreign corporations or passive foreign investment companies;
|
•
|
persons who acquired our common stock pursuant to the exercise of an employee stock option or otherwise as compensation for services;
|
•
|
dealers in securities or currencies;
|
•
|
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
|
•
|
persons that own, or are deemed to own, more than 5% of our common stock (except to the extent specifically set forth below);
|
•
|
certain former citizens or long-term residents of the United States;
|
•
|
persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;
|
•
|
qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;
|
•
|
persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or
|
•
|
persons deemed to sell our common stock under the constructive sale provisions of the Code.
|
•
|
an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;
|
•
|
a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state therein or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes;
|
•
|
a trust that (1) is subject to the primary supervision of a U.S. court and one or more ”United States persons” (within the meaning of Section 7701(a)(30) of the Code) have authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of source.
|
•
|
the gain (1) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment (or, in the case of an individual, a fixed base) maintained by the non-U.S. holder in the United States (in which case the special rules described below apply);
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other taxable disposition of our common stock, and certain other requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S.-source capital losses, even though the individual is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses); or
|
•
|
the rules of the Foreign Investment in Real Property Tax Act, or FIRPTA, treat the gain as effectively connected with a U.S. trade or business.
|
Name
|
Number of
Shares
|
|
Goldman Sachs & Co. LLC
|
||
J.P. Morgan Securities LLC
|
||
Credit Suisse Securities (USA) LLC
|
||
BofA Securities, Inc.
|
||
Jefferies LLC
|
||
William Blair & Company, L.L.C.
|
||
Raymond James & Associates, Inc.
|
||
Total
|
|
Without
option to purchase additional shares
exercise
|
With full
option to purchase additional shares
exercise
|
||
Per share sold by us
|
$
|
N/A
|
|
Per share sold by the selling stockholders
|
|||
Total
|
$
|
$
|
•
|
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives; or
|
•
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.
|
•
|
does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);
|
•
|
has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
|
•
|
does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
|
•
|
may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.
|
•
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
|
•
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
•
|
where no consideration is or will be given for the transfer;
|
•
|
where the transfer is by operation of law;
|
•
|
as specified in Section 276(7) of the SFA; or
|
•
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
•
|
the offer, transfer, sale, renunciation or delivery is to:
|
(a)
|
persons whose ordinary business is to deal in securities, as principal or agent;
|
(b)
|
the South African Public Investment Corporation;
|
(c)
|
persons or entities regulated by the Reserve Bank of South Africa;
|
(d)
|
authorised financial service providers under South African law;
|
(e)
|
financial institutions recognised as such under South African law;
|
(f)
|
a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
|
(g)
|
any combination of the person in (a) to (f); or
|
•
|
the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.
|
Page
|
|
Three and Six Months Ended June 29, 2019
|
|
Year Ended December 31, 2016, 2017 and 2018
|
|
June 29, 2019 |
December 31, 2018 |
||||||
Assets
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$
|
276,987
|
|
$
|
54,271
|
|
|
Accounts receivable
|
34,388
|
|
12,626
|
|
|||
Inventory
|
42,695
|
|
30,257
|
|
|||
Prepaid expenses and other current assets
|
7,726
|
|
5,672
|
|
|||
Total current assets
|
361,796
|
|
102,826
|
|
|||
Property, plant, and equipment, net
|
34,473
|
|
30,527
|
|
|||
Other non-current assets, net
|
792
|
|
396
|
|
|||
Total assets
|
$
|
397,061
|
|
$
|
133,749
|
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit):
|
|||||||
Current liabilities:
|
|||||||
Accounts payable
|
$
|
27,383
|
|
$
|
17,247
|
|
|
Wages payable
|
1,208
|
|
1,255
|
|
|||
Accrued bonus
|
2,157
|
|
2,312
|
|
|||
Accrued expenses and other current liabilities
|
3,622
|
|
2,391
|
|
|||
Short-term borrowings under revolving credit line
|
6,000
|
|
—
|
|
|||
Short-term capital lease liabilities
|
33
|
|
44
|
|
|||
Stock warrant liability
|
—
|
|
1,918
|
|
|||
Total current liabilities
|
$
|
40,403
|
|
$
|
25,167
|
|
|
Long-term liabilities:
|
|||||||
Revolving credit line
|
$
|
—
|
|
$
|
6,000
|
|
|
Long-term portion of bank term loan, net
|
19,543
|
|
19,388
|
|
|||
Equipment loan, net
|
4,924
|
|
5,000
|
|
|||
Capital lease obligations and other long-term liabilities
|
406
|
|
404
|
|
|||
Total long-term liabilities
|
$
|
24,873
|
|
$
|
30,792
|
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
June 29, 2019 |
December 31, 2018 |
||||||
Convertible preferred stock:
|
|||||||
Series A convertible preferred stock, par value $0.0001 per share—no shares and 3,333,500 shares authorized, issued and outstanding as of June 29, 2019 and December 31, 2018
|
$
|
—
|
|
$
|
2,000
|
|
|
Series B convertible preferred stock, par value $0.0001 per share—no shares and 4,802,260 shares authorized; no shares and 4,680,565 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
4,999
|
|
|||
Series C convertible preferred stock, par value $0.0001 per share—no shares and 8,076,643 shares authorized; no shares and 8,076,636 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
14,882
|
|
|||
Series D convertible preferred stock, par value $0.0001 per share—no shares and 8,713,207 shares authorized; no shares and 8,713,201 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
24,948
|
|
|||
Series E convertible preferred stock, par value $0.0001 per share—no shares and 4,740,531 shares authorized; no shares and 4,701,449 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
17,214
|
|
|||
Series F convertible preferred stock, par value $0.0001 per share—no shares and 4,866,776 shares authorized; no shares and 4,866,758 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
29,840
|
|
|||
Series G convertible preferred stock, par value $0.0001 per share—no shares and 5,140,257 shares authorized; no shares and 5,114,786 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
55,658
|
|
|||
Series H convertible preferred stock, par value $0.0001 per share—no shares and 4,209,693 shares authorized; no shares and 2,075,216 shares issued and outstanding as of June 29, 2019 and December 31, 2018
|
—
|
|
49,999
|
|
|||
Stockholders’ equity (deficit):
|
|||||||
Preferred stock, par value $0.0001 per share—500,000 shares authorized, none issued and outstanding
|
—
|
|
—
|
|
|||
Common stock, par value $0.0001 per share—500,000,000 shares and 58,669,600 shares authorized at June 29, 2019 and December 31, 2018, respectively; 60,167,521 and 6,951,350 shares issued and outstanding at June 29, 2019 and December 31, 2018, respectively
|
6
|
|
1
|
|
|||
Additional paid-in capital
|
477,541
|
|
7,921
|
|
|||
Accumulated deficit
|
(145,762
|
)
|
(129,672
|
)
|
|||
Total stockholders’ equity (deficit)
|
$
|
331,785
|
|
$
|
(121,750
|
)
|
|
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
$
|
397,061
|
|
$
|
133,749
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 29, 2019 |
June 30, 2018 |
June 29, 2019 |
June 30, 2018 |
|||||||||||||
Net revenues
|
$
|
67,251
|
|
$
|
17,367
|
|
$
|
107,457
|
|
$
|
30,143
|
|
||||
Cost of goods sold
|
44,510
|
|
14,755
|
|
73,945
|
|
25,474
|
|
||||||||
Gross profit
|
22,741
|
|
2,612
|
|
33,512
|
|
4,669
|
|
||||||||
Research and development expenses
|
4,212
|
|
2,497
|
|
8,710
|
|
4,102
|
|
||||||||
Selling, general and administrative expenses
|
15,515
|
|
7,043
|
|
26,692
|
|
12,780
|
|
||||||||
Restructuring expenses
|
847
|
|
348
|
|
1,241
|
|
642
|
|
||||||||
Total operating expenses
|
20,574
|
|
9,888
|
|
36,643
|
|
17,524
|
|
||||||||
Income (loss) from operations
|
2,167
|
|
(7,276
|
)
|
(3,131
|
)
|
(12,855
|
)
|
||||||||
Other expense, net:
|
||||||||||||||||
Interest expense
|
(741
|
)
|
(28
|
)
|
(1,474
|
)
|
(75
|
)
|
||||||||
Remeasurement of warrant liability
|
(11,744
|
)
|
(130
|
)
|
(12,503
|
)
|
(259
|
)
|
||||||||
Other income, net
|
898
|
|
38
|
|
1,039
|
|
97
|
|
||||||||
Total other expense, net
|
(11,587
|
)
|
(120
|
)
|
(12,938
|
)
|
(237
|
)
|
||||||||
Loss before taxes
|
(9,420
|
)
|
(7,396
|
)
|
(16,069
|
)
|
(13,092
|
)
|
||||||||
Income tax expense
|
21
|
|
—
|
|
21
|
|
—
|
|
||||||||
Net loss
|
$
|
(9,441
|
)
|
$
|
(7,396
|
)
|
$
|
(16,090
|
)
|
$
|
(13,092
|
)
|
||||
Net loss per common share—basic and diluted
|
$
|
(0.24
|
)
|
$
|
(1.22
|
)
|
$
|
(0.69
|
)
|
$
|
(2.21
|
)
|
||||
Weighted average common shares outstanding—basic and diluted
|
39,081,359
|
|
6,072,319
|
|
23,206,203
|
|
5,933,806
|
|
||||||||
Preferred Stock
|
Common Stock
|
Additional Paid-in Capital
|
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
|
)
|
||||||||||||
Issuance of common stock through equity incentive plans
|
—
|
|
—
|
|
169,583
|
|
—
|
|
366
|
|
—
|
|
366
|
|
||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
855
|
|
—
|
|
855
|
|
||||||||||||
Balance March 29, 2019
|
41,562,111
|
|
$
|
199,540
|
|
7,120,933
|
|
$
|
1
|
|
$
|
9,142
|
|
$
|
(136,321
|
)
|
$
|
(127,178
|
)
|
|||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,441
|
)
|
(9,441
|
)
|
||||||||||||
Issuance of common stock pursuant to the initial public offering, net of issuance costs of $4.9 million
|
—
|
|
—
|
|
11,068,750
|
|
1
|
|
252,452
|
|
—
|
|
252,453
|
|
||||||||||||
Issuance of common stock upon conversion of convertible preferred stock
|
(41,562,111
|
)
|
(199,540
|
)
|
41,562,111
|
|
4
|
|
199,536
|
|
—
|
|
199,540
|
|
||||||||||||
Issuance of common stock upon exercise of common stock warrants
|
—
|
|
—
|
|
214,875
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering
|
—
|
|
—
|
|
—
|
|
—
|
|
14,421
|
|
—
|
|
14,421
|
|
||||||||||||
Issuance of common stock through equity incentive plans
|
—
|
|
—
|
|
200,852
|
|
—
|
|
167
|
|
—
|
|
167
|
|
||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,823
|
|
—
|
|
1,823
|
|
||||||||||||
Balance at June 29, 2019
|
—
|
|
$
|
—
|
|
60,167,521
|
|
$
|
6
|
|
$
|
477,541
|
|
$
|
(145,762
|
)
|
$
|
331,785
|
|
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
|
)
|
||||||||||||||
Issuance of common stock through equity incentive plans
|
—
|
|
—
|
|
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
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,396
|
)
|
(7,396
|
)
|
||||||||||||||
Issuance of common stock through equity incentive plans
|
—
|
|
—
|
|
624,411
|
|
—
|
|
783
|
|
—
|
|
—
|
|
783
|
|
||||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
450
|
|
—
|
|
—
|
|
450
|
|
||||||||||||||
Issuance of Series G preferred stock, net of issuance costs of $19
|
12,739
|
|
121
|
|
—
|
|
—
|
|
.
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
Balance at June 30, 2018
|
39,486,895
|
|
$
|
149,543
|
|
6,441,227
|
|
$
|
1
|
|
$
|
6,404
|
|
$
|
(951
|
)
|
$
|
(112,878
|
)
|
$
|
(107,424
|
)
|
Six Months Ended
|
||||||||
June 29, 2019 |
June 30, 2018 |
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(16,090
|
)
|
$
|
(13,092
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
3,957
|
|
1,620
|
|
||||
Share-based compensation expense
|
2,678
|
|
710
|
|
||||
Amortization of debt issuance costs
|
78
|
|
35
|
|
||||
Change in preferred and common stock warrant liabilities
|
12,503
|
|
259
|
|
||||
Net change in operating assets and liabilities:
|
||||||||
Accounts receivables
|
(21,762
|
)
|
(2,788
|
)
|
||||
Inventories
|
(12,438
|
)
|
(6,178
|
)
|
||||
Prepaid expenses and other assets
|
(2,131
|
)
|
(154
|
)
|
||||
Accounts payable
|
9,799
|
|
6,623
|
|
||||
Accrued expenses and other current liabilities
|
1,028
|
|
259
|
|
||||
Long-term liabilities
|
12
|
|
39
|
|
||||
Net cash used in operating activities
|
$
|
(22,366
|
)
|
$
|
(12,667
|
)
|
||
Cash flows used in investing activities:
|
||||||||
Purchases of property, plant and equipment
|
$
|
(7,502
|
)
|
$
|
(9,973
|
)
|
||
Proceeds from sale of fixed assets
|
232
|
|
—
|
|
||||
Purchases of property, plant and equipment held for sale
|
(3,121
|
)
|
—
|
|
||||
Payment of security deposits
|
(487
|
)
|
(60
|
)
|
||||
Net cash used in investing activities
|
$
|
(10,878
|
)
|
$
|
(10,033
|
)
|
||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs
|
$
|
255,448
|
|
$
|
—
|
|
||
Proceeds from Series G preferred stock offering, net of offering costs
|
—
|
|
1,350
|
|
||||
Proceeds from bank term loan borrowing
|
—
|
|
10,000
|
|
||||
Repayments on revolving credit line
|
—
|
|
(2,500
|
)
|
||||
Repayment on term loan
|
—
|
|
(1,000
|
)
|
||||
Repayment of Missouri Note
|
—
|
|
(1,450
|
)
|
||||
Payments of capital lease obligations
|
(21
|
)
|
(117
|
)
|
||||
Proceeds from exercise of stock options
|
533
|
|
871
|
|
||||
Net cash provided by financing activities
|
$
|
255,960
|
|
$
|
7,154
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
222,716
|
|
$
|
(15,546
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
54,271
|
|
39,035
|
|
||||
Cash and cash equivalents at the end of the period
|
$
|
276,987
|
|
$
|
23,489
|
|
||
(continued on next page)
|
Six Months Ended
|
||||||||
June 29, 2019 |
June 30, 2018 |
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
1,445
|
|
$
|
63
|
|
||
Taxes
|
$
|
21
|
|
$
|
3
|
|
||
Non-cash investing and financing activities:
|
||||||||
Capital lease obligations for the purchase of property, plant and equipment
|
$
|
—
|
|
$
|
85
|
|
||
Issuance of convertible preferred stock warrants in connection with debt
|
$
|
—
|
|
$
|
248
|
|
||
Non-cash additions to property, plant and equipment
|
$
|
1,003
|
|
$
|
1,656
|
|
||
Deferred offering costs, accrued not yet paid
|
$
|
578
|
|
$
|
64
|
|
||
Non-cash additions to property, plant and equipment held for sale
|
$
|
646
|
|
$
|
—
|
|
||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering
|
$
|
14,421
|
|
$
|
—
|
|
||
Conversion of convertible preferred stock to common stock upon initial public offering
|
$
|
199,540
|
|
$
|
—
|
|
||
(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.
|
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 Six Months Ended
|
||||||||
(in thousands)
|
June 29, 2019
|
June 30, 2018
|
||||||
Beginning balance
|
$
|
1,918
|
|
$
|
550
|
|
||
Fair value of warrants issued during the period
|
—
|
|
248
|
|
||||
Change in fair value of warrant liability
|
12,503
|
|
259
|
|
||||
Reclassification of warrant liability to additional paid-in capital in connection with the IPO
|
(14,421
|
)
|
—
|
|
||||
Ending balance
|
$
|
—
|
|
$
|
1,057
|
|
For the Three Months Ended
|
For the Six Months Ended
|
||||||||||||||
(in thousands)
|
June 29, 2019 |
June 30, 2018 |
June 29, 2019 |
June 30, 2018 |
|||||||||||
Net revenues:
|
|||||||||||||||
Gross Fresh Platform
|
$
|
67,722
|
|
$
|
15,119
|
|
$
|
106,528
|
|
$
|
24,715
|
|
|||
Gross Frozen Platform
|
5,639
|
|
4,506
|
|
10,151
|
|
9,254
|
|
|||||||
Less: Discounts
|
(6,110
|
)
|
(2,258
|
)
|
(9,222
|
)
|
(3,826
|
)
|
|||||||
Net revenues
|
$
|
67,251
|
|
$
|
17,367
|
|
$
|
107,457
|
|
$
|
30,143
|
|
For the Three Months Ended
|
For the Six Months Ended
|
||||||||||||||
(in thousands)
|
June 29, 2019 |
June 30, 2018 |
June 29, 2019 |
June 30, 2018 |
|||||||||||
Net revenues:
|
|||||||||||||||
Retail
|
$
|
34,120
|
|
$
|
11,684
|
|
$
|
53,699
|
|
$
|
20,972
|
|
|||
Restaurant and Foodservice
|
33,131
|
|
5,683
|
|
53,758
|
|
9,171
|
|
|||||||
Net revenues
|
$
|
67,251
|
|
$
|
17,367
|
|
$
|
107,457
|
|
$
|
30,143
|
|
(in thousands)
|
June 29, 2019 |
December 31, 2018 |
|||||
Raw materials and packaging
|
$
|
25,047
|
|
$
|
13,756
|
|
|
Work in process
|
5,635
|
|
2,517
|
|
|||
Finished goods
|
12,013
|
|
13,984
|
|
|||
Total
|
$
|
42,695
|
|
$
|
30,257
|
|
(in thousands)
|
June 29, 2019
|
December 31, 2018
|
|||||
Manufacturing equipment
|
$
|
29,783
|
|
$
|
25,314
|
|
|
Research and development equipment
|
7,373
|
|
6,088
|
|
|||
Leasehold improvements
|
7,337
|
|
7,080
|
|
|||
Capital leases
|
883
|
|
882
|
|
|||
Software
|
183
|
|
60
|
|
|||
Furniture and fixtures
|
364
|
|
195
|
|
|||
Vehicles
|
210
|
|
210
|
|
|||
Assets not yet placed in service
|
4,970
|
|
3,374
|
|
|||
Total property, plant and equipment
|
$
|
51,103
|
|
$
|
43,203
|
|
|
Less: accumulated depreciation and amortization
|
16,630
|
|
12,676
|
|
|||
Property, plant and equipment, net
|
$
|
34,473
|
|
$
|
30,527
|
|
(in thousands)
|
June 29, 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
|
(533
|
)
|
(612
|
)
|
|||
Total debt outstanding
|
$
|
30,467
|
|
$
|
30,388
|
|
|
Less: current portion of long-term debt
|
6,000
|
|
—
|
|
|||
Long-term debt
|
$
|
24,467
|
|
$
|
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
|
1,488,032
|
|
$
|
36.14
|
|
—
|
$
|
—
|
|
|||
Exercised
|
(294,335
|
)
|
$
|
1.81
|
|
—
|
$
|
7,328
|
|
|||
Cancelled/Forfeited
|
(68,887
|
)
|
$
|
7.02
|
|
—
|
$
|
—
|
|
|||
Outstanding at June 29, 2019
|
6,245,103
|
|
$
|
11.01
|
|
7.5
|
$
|
935,616
|
|
|||
Vested and exercisable at June 29, 2019
|
3,091,340
|
|
$
|
1.26
|
|
5.8
|
$
|
492,807
|
|
|||
Vested and expected to vest at June 29, 2019
|
4,419,185
|
|
$
|
5.48
|
|
6.7
|
$
|
686,118
|
|
(1)
|
Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option.
|
Number of Shares
|
Weighted Average Grant Date Fair Value Per Share |
||||||
Unvested at January 1, 2019
|
—
|
|
$
|
—
|
|
||
Granted
|
70,360
|
|
$
|
168.10
|
|
||
Unvested at June 29, 2019
|
70,360
|
|
$
|
168.10
|
|
Number of Shares of Restricted Stock |
Weighted Average Remaining Contractual Life (Years) |
Weighted
Average
Grant Date
Fair Value
Per Share
|
||||||
Unvested at December 31, 2018
|
100,127
|
|
1.6
|
$
|
17.03
|
|
||
Granted
|
99,433
|
|
—
|
$
|
20.02
|
|
||
Vested/Released
|
(35,667
|
)
|
—
|
$
|
—
|
|
||
Unvested at June 29, 2019
|
163,893
|
|
1.8
|
$
|
19.46
|
|
(in thousands, except share and per share amounts)
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
June 29, 2019 |
June 30, 2018 |
June 29, 2019 |
June 30, 2018 |
|||||||||||||
Numerator:
|
||||||||||||||||
Net loss
|
$
|
(9,441
|
)
|
$
|
(7,396
|
)
|
$
|
(16,090
|
)
|
$
|
(13,092
|
)
|
||||
Denominator:
|
||||||||||||||||
Weighted average common shares outstanding—basic
|
39,081,359
|
|
6,072,319
|
|
23,206,203
|
|
5,933,806
|
|
||||||||
Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Weighted average common shares outstanding—diluted
|
39,081,359
|
|
6,072,319
|
|
23,206,203
|
|
5,933,806
|
|
||||||||
Net loss per common share—basic and diluted
|
$
|
(0.24
|
)
|
$
|
(1.22
|
)
|
$
|
(0.69
|
)
|
$
|
(2.21
|
)
|
December 31,
|
|||||||
2017
|
2018
|
||||||
Assets
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$
|
39,035
|
|
$
|
54,271
|
|
|
Accounts receivable
|
3,581
|
|
12,626
|
|
|||
Inventory
|
8,144
|
|
30,257
|
|
|||
Prepaid expenses and other current assets
|
1,209
|
|
5,672
|
|
|||
Total current assets
|
51,969
|
|
102,826
|
|
|||
Property, plant, and equipment, net
|
14,118
|
|
30,527
|
|
|||
Other non-current assets, net
|
376
|
|
396
|
|
|||
Total assets
|
$
|
66,463
|
|
$
|
133,749
|
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit:
|
|||||||
Current liabilities:
|
|||||||
Accounts payable
|
$
|
6,276
|
|
$
|
17,247
|
|
|
Wages payable
|
547
|
|
1,255
|
|
|||
Accrued bonus
|
1,152
|
|
2,312
|
|
|||
Accrued expenses and other current liabilities
|
505
|
|
2,391
|
|
|||
Short-term borrowings under revolving credit line
|
2,500
|
|
—
|
|
|||
Current portion of bank term loan and other short-term debt
|
477
|
|
—
|
|
|||
Short-term capital lease liabilities
|
143
|
|
44
|
|
|||
Stock warrant liability
|
550
|
|
1,918
|
|
|||
Total current liabilities
|
$
|
12,150
|
|
$
|
25,167
|
|
|
Long-term liabilities:
|
|||||||
Promissory note
|
$
|
1,450
|
|
$
|
—
|
|
|
Revolving credit line
|
—
|
|
6,000
|
|
|||
Long-term portion of bank term loan
|
488
|
|
19,388
|
|
|||
Equipment loan
|
—
|
|
5,000
|
|
|||
Capital lease obligations and other long-term liabilities
|
94
|
|
404
|
|
|||
Total long-term liabilities
|
$
|
2,032
|
|
$
|
30,792
|
|
|
Commitments and Contingencies (Note 9)
|
|||||||
December 31,
|
|||||||
2017
|
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 December 31, 2017 and 2018; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
$
|
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 December 31, 2017 and 2018; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
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 December 31, 2017 and 2018; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
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 December 31, 2017 and 2018; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
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 December 31, 2017 and 2018; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
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 December 31, 2017 and 2018, respectively; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
29,840
|
|
29,840
|
|
|||
Series G convertible preferred stock, par value $0.0001 per share—5,140,257 shares authorized; 4,989,102 and 5,114,786 shares issued and outstanding as of December 31, 2017 and 2018, respectively; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
54,311
|
|
55,658
|
|
|||
Series H convertible preferred stock, par value $0.0001 per share—4,209,693 shares authorized; no shares issued and outstanding, 2,075,216 shares issued and outstanding as of December 31, 2017 and 2018, respectively; proforma: no shares issued and outstanding as of December 31, 2018 (unaudited)
|
—
|
|
49,999
|
|
|||
Stockholders’ deficit:
|
|||||||
Common stock, par value $0.0001 per share—52,002,600 and 58,669,600 shares authorized at December 31, 2017 and 2018, respectively; 5,724,506 and 6,951,350 shares issued and outstanding at December 31, 2017 and 2018, respectively; pro forma: 500,000,000 shares authorized; 48,635,155 shares issued and outstanding as of December 31, 2018 (unaudited)
|
1
|
|
1
|
|
|||
Additional paid-in capital
|
4,823
|
|
7,921
|
|
|||
Loans to related parties for purchase of stock
|
(951
|
)
|
—
|
|
|||
Accumulated deficit
|
(99,786
|
)
|
(129,672
|
)
|
|||
Total stockholders’ (deficit) equity
|
$
|
(95,913
|
)
|
$
|
(121,750
|
)
|
|
Total liabilities, convertible preferred stock and stockholders’ deficit
|
$
|
66,463
|
|
$
|
133,749
|
|
Year Ended December 31,
|
|||||||||||
2016
|
2017
|
2018
|
|||||||||
Net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
||
Cost of goods sold
|
22,494
|
|
34,772
|
|
70,360
|
|
|||||
Gross (loss) profit
|
(6,312
|
)
|
(2,191
|
)
|
17,574
|
|
|||||
Research and development expenses
|
5,782
|
|
5,722
|
|
9,587
|
|
|||||
Selling, general and administrative expenses
|
12,672
|
|
17,143
|
|
34,461
|
|
|||||
Restructuring expenses
|
—
|
|
3,509
|
|
1,515
|
|
|||||
Total operating expenses
|
18,454
|
|
26,374
|
|
45,563
|
|
|||||
Loss from operations
|
(24,766
|
)
|
(28,565
|
)
|
(27,989
|
)
|
|||||
Other expense, net:
|
|||||||||||
Interest expense
|
(380
|
)
|
(1,002
|
)
|
(1,128
|
)
|
|||||
Other, net
|
—
|
|
(812
|
)
|
(768
|
)
|
|||||
Total other expense, net
|
(380
|
)
|
(1,814
|
)
|
(1,896
|
)
|
|||||
Loss before taxes
|
(25,146
|
)
|
(30,379
|
)
|
(29,885
|
)
|
|||||
Income tax expense
|
3
|
|
5
|
|
1
|
|
|||||
Net loss
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
||
Net loss per common share—basic and diluted
|
$
|
(5.51
|
)
|
$
|
(5.57
|
)
|
$
|
(4.75
|
)
|
||
Weighted average common shares outstanding—basic and diluted
|
4,566,757
|
|
5,457,629
|
|
6,287,172
|
|
Preferred Stock
|
Common Stock
|
Additional Paid-in Capital
|
Loans to Related Parties
|
Accumulated Deficit
|
Total
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balance at December 31, 2015
|
29,423,830
|
|
$
|
63,746
|
|
4,484,451
|
|
$
|
1
|
|
$
|
2,360
|
|
$
|
(951
|
)
|
$
|
(44,253
|
)
|
$
|
(42,843
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25,149
|
)
|
(25,149
|
)
|
||||||||||||||
Exercise of common stock options
|
—
|
|
—
|
|
793,854
|
|
—
|
|
684
|
|
—
|
|
—
|
|
684
|
|
||||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
735
|
|
—
|
|
—
|
|
735
|
|
||||||||||||||
Conversion of convertible notes upon issuance of Series F preferred stock (inclusive of $211 adjustment upon conversion)
|
681,164
|
|
4,211
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Issuance of Series E preferred stock, net of issuance costs of $3
|
81,521
|
|
297
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Issuance of Series F preferred stock, net of issuance costs of $241
|
4,169,426
|
|
25,550
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Balance at December 31, 2016
|
34,355,941
|
|
$
|
93,804
|
|
5,278,305
|
|
$
|
1
|
|
$
|
3,779
|
|
$
|
(951
|
)
|
$
|
(69,402
|
)
|
$
|
(66,573
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(30,384
|
)
|
(30,384
|
)
|
||||||||||||||
Exercise of common stock options
|
—
|
|
—
|
|
446,201
|
|
—
|
|
379
|
|
—
|
|
—
|
|
379
|
|
||||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
665
|
|
—
|
|
—
|
|
665
|
|
||||||||||||||
Conversion of convertible notes upon issuance of Series G preferred stock (inclusive of $1,123 adjustment upon conversion)
|
1,026,367
|
|
11,123
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Issuance of Series F preferred stock, net of issuance costs of $21
|
16,168
|
|
79
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Issuance of Series G preferred stock, net of issuance costs of $267
|
3,962,735
|
|
43,188
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Balance at December 31, 2017
|
39,361,211
|
|
$
|
148,194
|
|
5,724,506
|
|
$
|
1
|
|
$
|
4,823
|
|
$
|
(951
|
)
|
$
|
(99,786
|
)
|
$
|
(95,913
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(29,886
|
)
|
(29,886
|
)
|
||||||||||||||
Exercise of common stock options
|
—
|
|
—
|
|
1,139,962
|
|
—
|
|
1,369
|
|
—
|
|
—
|
|
1,369
|
|
||||||||||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
2,241
|
|
—
|
|
—
|
|
2,241
|
|
||||||||||||||
Re-purchase of common stock
|
—
|
|
—
|
|
(48,909
|
)
|
—
|
|
(514
|
)
|
—
|
|
—
|
|
(514
|
)
|
||||||||||||||
Grant of restricted stock
|
—
|
|
—
|
|
135,791
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
||||||||||||||
Payoff of promissory note receivable for restricted stock purchase
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
951
|
|
—
|
|
951
|
|
||||||||||||||
Issuance of Series G preferred stock, net of issuance costs of $27
|
125,684
|
|
1,347
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Issuance of Series H Preferred Stock, net of issuance costs of $284
|
2,075,216
|
|
49,999
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
Balance at December 31, 2018
|
41,562,111
|
|
$
|
199,540
|
|
6,951,350
|
|
$
|
1
|
|
$
|
7,921
|
|
$
|
—
|
|
$
|
(129,672
|
)
|
$
|
(121,750
|
)
|
Year Ended December 31,
|
|||||||||||
2016
|
2017
|
2018
|
|||||||||
Cash flows from operating activities:
|
|||||||||||
Net loss
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|||||||||||
Depreciation and amortization
|
2,074
|
|
3,181
|
|
4,921
|
|
|||||
Non-cash expenses related to convertible note
|
211
|
|
1,123
|
|
—
|
|
|||||
Share-based compensation expense
|
735
|
|
665
|
|
2,241
|
|
|||||
Loss on sale of fixed assets
|
—
|
|
—
|
|
76
|
|
|||||
Amortization of debt issuance costs
|
93
|
|
37
|
|
109
|
|
|||||
Change in preferred and common stock warrant liabilities
|
—
|
|
385
|
|
1,120
|
|
|||||
Restructuring loss on write-off of fixed assets
|
—
|
|
2,302
|
|
—
|
|
|||||
Net change in operating assets and liabilities:
|
|||||||||||
Accounts receivables
|
1,071
|
|
(2,702
|
)
|
(9,045
|
)
|
|||||
Inventories
|
(3,710
|
)
|
(1,959
|
)
|
(22,113
|
)
|
|||||
Prepaid expenses and other assets
|
(205
|
)
|
(795
|
)
|
325
|
|
|||||
Accounts payable
|
548
|
|
2,361
|
|
10,455
|
|
|||||
Accrued expenses and other current liabilities
|
899
|
|
464
|
|
3,798
|
|
|||||
Long-term liabilities
|
(62
|
)
|
49
|
|
278
|
|
|||||
Net cash used in operating activities
|
$
|
(23,495
|
)
|
$
|
(25,273
|
)
|
$
|
(37,721
|
)
|
||
Cash flows used in investing activities:
|
|||||||||||
Purchases of property, plant and equipment
|
$
|
(4,955
|
)
|
$
|
(7,908
|
)
|
$
|
(22,228
|
)
|
||
Proceeds from sale of fixed assets
|
—
|
|
—
|
|
67
|
|
|||||
Purchases of property, plant and equipment held for sale
|
—
|
|
—
|
|
(1,022
|
)
|
|||||
Payment of security deposits
|
(83
|
)
|
(207
|
)
|
(59
|
)
|
|||||
Net cash used in investing activities
|
$
|
(5,038
|
)
|
$
|
(8,115
|
)
|
$
|
(23,242
|
)
|
||
Cash flows from financing activities:
|
|||||||||||
Proceeds from Series H preferred stock offering, net of offering costs
|
$
|
—
|
|
$
|
—
|
|
$
|
49,999
|
|
||
Proceeds from Series G preferred stock offering, net of offering costs
|
—
|
|
43,188
|
|
1,347
|
|
|||||
Proceeds from Series F preferred stock offering, net of offering costs
|
25,550
|
|
79
|
|
—
|
|
|||||
(continued on next page)
|
|||||||||||
Year Ended December 31,
|
|||||||||||
2016
|
2017
|
2018
|
|||||||||
Proceeds from Series E preferred stock offering, net of offering costs
|
297
|
|
—
|
|
—
|
|
|||||
Proceeds from convertible note issuance
|
4,000
|
|
10,000
|
|
—
|
|
|||||
Proceeds from payoff of notes receivable for restricted stock purchase
|
—
|
|
—
|
|
951
|
|
|||||
Proceeds from revolving credit line
|
1,637
|
|
2,500
|
|
6,000
|
|
|||||
Proceeds from bank term loan borrowing
|
1,500
|
|
—
|
|
20,000
|
|
|||||
Proceeds from equipment loan borrowing
|
—
|
|
—
|
|
5,000
|
|
|||||
Repayments on revolving credit line
|
(1,637
|
)
|
—
|
|
(2,500
|
)
|
|||||
Repayment on term loan
|
—
|
|
(500
|
)
|
(1,000
|
)
|
|||||
Repayment of Missouri Note
|
—
|
|
—
|
|
(1,450
|
)
|
|||||
Payments of capital lease obligations
|
(117
|
)
|
(221
|
)
|
(153
|
)
|
|||||
Proceeds from sale of restricted stock
|
—
|
|
—
|
|
2
|
|
|||||
Proceeds from exercise of stock options
|
684
|
|
379
|
|
1,369
|
|
|||||
Payments of deferred offering costs
|
—
|
|
—
|
|
(2,415
|
)
|
|||||
Debt issuance costs
|
—
|
|
—
|
|
(437
|
)
|
|||||
Payment for repurchase of common stock
|
—
|
|
—
|
|
(514
|
)
|
|||||
Net cash provided by financing activities
|
$
|
31,914
|
|
$
|
55,425
|
|
$
|
76,199
|
|
||
Net increase in cash and cash equivalents
|
$
|
3,381
|
|
$
|
22,037
|
|
$
|
15,236
|
|
||
Cash at the beginning of the period
|
13,617
|
|
16,998
|
|
39,035
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
16,998
|
|
$
|
39,035
|
|
$
|
54,271
|
|
||
Supplemental disclosures of cash flow information:
|
|||||||||||
Cash paid during the period for:
|
|||||||||||
Interest
|
$
|
140
|
|
$
|
269
|
|
$
|
924
|
|
||
Taxes
|
$
|
24
|
|
$
|
3
|
|
$
|
4
|
|
||
Non-cash investing and financing activities:
|
|||||||||||
Capital lease obligations for the purchase of property, plant and equipment
|
$
|
442
|
|
$
|
35
|
|
$
|
85
|
|
||
Issuance of convertible preferred stock warrants in connection with debt
|
$
|
165
|
|
$
|
—
|
|
$
|
—
|
|
||
Issuance of common stock warrants in connection with debt
|
$
|
—
|
|
$
|
—
|
|
$
|
248
|
|
||
Non-cash additions to property, plant and equipment
|
$
|
—
|
|
$
|
1,376
|
|
$
|
1,146
|
|
||
Deferred offering costs, accrued not yet paid
|
$
|
—
|
|
$
|
—
|
|
$
|
745
|
|
||
(concluded)
|
Leasehold improvements
|
Shorter of lease term or estimated useful life
|
|
Furniture and fixtures
|
3 years
|
|
Manufacturing equipment
|
5 to 10 years
|
|
Research and development equipment
|
5 to 10 years
|
|
Software and computer equipment
|
3 years
|
|
Vehicles
|
5 years
|
•
|
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.
|
December 31, 2017
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Financial Liabilities:
|
|||||||||||||||
Preferred stock warrant liability
|
$
|
—
|
|
$
|
—
|
|
$
|
550
|
|
$
|
550
|
|
|||
Total
|
$
|
—
|
|
$
|
—
|
|
$
|
550
|
|
$
|
550
|
|
|||
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 Year Ended December 31,
|
|||||||||||
2016
|
2017
|
2018
|
|||||||||
Expected term (in years)
|
3.0
|
|
3.0
|
|
2.0
|
|
|||||
Fair value of underlying shares
|
$
|
2.12
|
|
$
|
3.00
|
|
$
|
19.02
|
|
||
Volatility
|
55.0
|
%
|
55.0
|
%
|
55.0
|
%
|
|||||
Risk-free interest rate
|
1.47
|
%
|
1.98
|
%
|
2.48
|
%
|
|||||
Dividend yield
|
—
|
|
—
|
|
—
|
|
For the Year Ended December 31,
|
|||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
||||||||
Beginning balance
|
$
|
—
|
|
$
|
165
|
|
$
|
550
|
|
||
Fair value of warrants issued during the period
|
165
|
|
—
|
|
248
|
|
|||||
Change in fair value of warrant liability
|
—
|
|
385
|
|
1,120
|
|
|||||
Ending balance
|
$
|
165
|
|
$
|
550
|
|
$
|
1,918
|
|
For the Year Ended December 31,
|
|||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
||||||||
Net revenues:
|
|||||||||||
Fresh
|
$
|
813
|
|
$
|
18,109
|
|
$
|
81,686
|
|
||
Frozen
|
18,236
|
|
19,588
|
|
15,896
|
|
|||||
Less: Discounts
|
(2,867
|
)
|
(5,116
|
)
|
(9,648
|
)
|
|||||
Total net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
For the Year Ended December 31,
|
|||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
||||||||
Net revenues:
|
|||||||||||
Retail
|
$
|
12,342
|
|
$
|
25,490
|
|
$
|
50,779
|
|
||
Restaurant and Foodservice
|
3,840
|
|
7,091
|
|
37,155
|
|
|||||
Total net revenues
|
$
|
16,182
|
|
$
|
32,581
|
|
$
|
87,934
|
|
December 31,
|
|||||||
(in thousands)
|
2017
|
2018
|
|||||
Raw materials and packaging
|
$
|
2,569
|
|
$
|
13,756
|
|
|
Work in process
|
2,615
|
|
2,517
|
|
|||
Finished goods
|
2,960
|
|
13,984
|
|
|||
Total
|
$
|
8,144
|
|
$
|
30,257
|
|
December 31,
|
|||||||
(in thousands)
|
2017
|
2018
|
|||||
Manufacturing equipment
|
$
|
13,037
|
|
$
|
25,314
|
|
|
Research and development equipment
|
1,705
|
|
6,088
|
|
|||
Leasehold improvements
|
1,285
|
|
7,080
|
|
|||
Capital leases
|
797
|
|
882
|
|
|||
Software
|
27
|
|
60
|
|
|||
Furniture and fixtures
|
24
|
|
195
|
|
|||
Vehicles
|
—
|
|
210
|
|
|||
Assets not yet placed in service
|
5,021
|
|
3,374
|
|
|||
Total property, plant and equipment
|
$
|
21,896
|
|
$
|
43,203
|
|
|
Less: accumulated depreciation and amortization
|
7,778
|
|
12,676
|
|
|||
Property, plant and equipment, net
|
$
|
14,118
|
|
$
|
30,527
|
|
December 31,
|
|||||||
(in thousands)
|
2017
|
2018
|
|||||
2016 Revolving Credit Facility (defined below)
|
$
|
2,500
|
|
$
|
—
|
|
|
2016 Term Loan Facility (defined below)
|
1,000
|
|
—
|
|
|||
Missouri Note (defined below)
|
1,450
|
|
—
|
|
|||
2018 Revolving Credit Facility (defined below)
|
—
|
|
6,000
|
|
|||
2018 Term Loan Facility (defined below)
|
—
|
|
20,000
|
|
|||
Equipment financing loan
|
—
|
|
5,000
|
|
|||
Debt issuance costs
|
(35
|
)
|
(612
|
)
|
|||
Total debt outstanding
|
$
|
4,915
|
|
$
|
30,388
|
|
|
Less: current portion of long-term debt
|
2,977
|
|
—
|
|
|||
Long-term debt
|
$
|
1,938
|
|
$
|
30,388
|
|
•
|
Conversion Rights—Each share of our preferred stock, at the option of the holder, is convertible into shares of common stock on a one-for-one basis, subject to adjustment. Conversion will occur upon the closing of an underwritten initial public offering of our common stock to the public at a price per share implying a valuation equal to at least $350,000,000 (calculated on a fully-diluted basis) and resulting in at least $50,000,000 of gross proceeds to us. Conversion of the Series A convertible preferred stock and Series B convertible preferred stock may also occur upon the vote of 55% of the outstanding Series A convertible preferred stock and Series B convertible preferred stock voting together as a single class on an as-converted basis. Conversion of the Series C convertible preferred stock may also occur upon the vote of at least 75% of the outstanding Series C convertible preferred stock. Conversion of the Series D convertible preferred stock and Series E convertible preferred stock may also occur upon the vote of at least 60% of the
|
•
|
Dividend Rights—Holders of preferred stock shall be entitled to receive noncumulative dividends on a pari passu basis and prior and in preference to any declaration or payment of any dividends to holders of common stock at a rate of 8% per annum. After the payment of such dividends to the holders of the Preferred Stock, any additional dividends or distributions shall be distributed among the holders of common stock and the preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of the preferred stock were converted to common stock.
|
•
|
Voting Rights—On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of the stockholders in lieu of meeting), each holder of outstanding shares of the preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by other provisions of our Certificate of Incorporation, holders of preferred stock shall vote together with the holders of common stock as a single class.
|
•
|
Liquidation Preferences—In the event of any voluntary or involuntary liquidation, dissolution or winding up or deemed liquidation event of the corporation, after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock in accordance with the terms of our Certificate of Incorporation, our remaining assets available for distribution to the stockholders of the Company shall be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.
|
Year Ended December 31,
|
||||||||
2016
|
2017
|
2018
|
||||||
Risk-free interest rate
|
1.6
|
%
|
2.0
|
%
|
2.8
|
%
|
||
Average expected term (years)
|
5.6
|
|
5.9
|
|
5.8
|
|
||
Expected volatility
|
55.0
|
%
|
55.0
|
%
|
55.0
|
%
|
||
Dividend yield
|
—
|
|
—
|
|
—
|
|
•
|
Risk-Free Interest Rate—The yield on actively traded non-inflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.
|
•
|
Expected Term—The expected term of options granted to employees during the years ended December 31, 2016, 2017 and 2018, was determined based on management’s expectations of the options granted, which are expected to remain outstanding. The expected term for options granted to nonemployees is equal to the remaining contractual life of the options.
|
•
|
Expected Volatility—As the Company is a private entity, there is not a substantive share price history to calculate volatility and, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options.
|
•
|
Dividend Yield—The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future.
|
Number of Stock Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate
Intrinsic
Value (in thousands)
|
|||||||||
Outstanding at December 31, 2015
|
5,114,597
|
|
$
|
0.81
|
|
8.7
|
$
|
679
|
|
|||
Granted
|
1,674,141
|
|
$
|
0.95
|
|
—
|
—
|
|
||||
Exercised
|
(793,854
|
)
|
$
|
0.87
|
|
—
|
—
|
|
||||
Cancelled/Forfeited
|
(1,115,034
|
)
|
$
|
0.90
|
|
—
|
—
|
|
||||
Outstanding at December 31, 2016
|
4,879,850
|
|
$
|
0.83
|
|
8.2
|
$
|
3,557
|
|
|||
Granted
|
382,476
|
|
$
|
1.56
|
|
—
|
—
|
|
||||
Exercised
|
(446,201
|
)
|
$
|
0.85
|
|
—
|
—
|
|
||||
Cancelled/Forfeited
|
(609,096
|
)
|
$
|
0.97
|
|
—
|
—
|
|
||||
Outstanding at December 31, 2017
|
4,207,029
|
|
$
|
0.88
|
|
7.2
|
$
|
8,936
|
|
|||
Granted
|
2,136,012
|
|
$
|
6.49
|
|
—
|
—
|
|
||||
Exercised
|
(1,139,962
|
)
|
$
|
1.20
|
|
—
|
—
|
|
||||
Cancelled/Forfeited
|
(82,786
|
)
|
$
|
2.03
|
|
—
|
—
|
|
||||
Outstanding at December 31, 2018
|
5,120,293
|
|
$
|
3.13
|
|
7.3
|
$
|
81,371
|
|
|||
Vested and exercisable at December 31, 2018
|
2,860,767
|
|
$
|
1.03
|
|
6.0
|
$
|
51,453
|
|
|||
Vested and expected to vest at December 31, 2018
|
3,976,569
|
|
$
|
2.01
|
|
6.7
|
$
|
67,624
|
|
Number of Shares of Restricted Stock |
Weighted Average Remaining Contractual Life (Years) |
Weighted
Average
Grant Date
Fair Value
Per Share
|
||||||
Outstanding at December 31, 2017
|
—
|
|
—
|
$
|
—
|
|
||
Granted
|
135,791
|
|
—
|
$
|
17.03
|
|
||
Vested/Released
|
(35,664
|
)
|
—
|
$
|
17.03
|
|
||
Cancelled/Forfeited
|
—
|
|
—
|
$
|
—
|
|
||
Outstanding at December 31, 2018
|
100,127
|
|
1.6
|
$
|
17.03
|
|
(in thousands)
|
Capital Lease Obligations |
Operating
Lease Obligations |
Purchase
Commitments
|
||||||||
Year Ended December 31,
|
|||||||||||
2019
|
$
|
44
|
|
$
|
1,264
|
|
$
|
22,440
|
|
||
2020
|
34
|
|
1,104
|
|
—
|
|
|||||
2021
|
28
|
|
1,088
|
|
—
|
|
|||||
2022
|
19
|
|
593
|
|
—
|
|
|||||
2023
|
6
|
|
542
|
|
—
|
|
|||||
Thereafter
|
—
|
|
859
|
|
—
|
|
|||||
$
|
5,450
|
|
$
|
22,440
|
|
||||||
Total minimum lease payments
|
$
|
131
|
|
||||||||
Less: imputed interest (4.1% to 15.9%)
|
(11
|
)
|
|||||||||
Total capital lease obligations
|
$
|
120
|
|
||||||||
Less: current portion of capital lease obligations
|
44
|
|
|||||||||
Long-term capital lease obligations
|
$
|
76
|
|
For the Year Ended December 31,
|
|||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
||||||||
Current:
|
|||||||||||
Federal
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||
State
|
3
|
|
5
|
|
1
|
|
|||||
$
|
3
|
|
$
|
5
|
|
$
|
1
|
|
|||
Deferred:
|
|||||||||||
Federal
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||
State
|
—
|
|
—
|
|
—
|
|
|||||
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||
Provision for income tax
|
$
|
3
|
|
$
|
5
|
|
$
|
1
|
|
Year Ended December 31,
|
|||||||||||
(in thousands)
|
2016
|
2017
|
2018
|
||||||||
Federal statutory income tax rate
|
$
|
(8,474
|
)
|
$
|
(10,329
|
)
|
$
|
(6,276
|
)
|
||
State income tax, net of federal benefits
|
(787
|
)
|
(1,041
|
)
|
(1,072
|
)
|
|||||
Stock based compensation
|
167
|
|
81
|
|
(615
|
)
|
|||||
Research & development Credits
|
(4
|
)
|
(4
|
)
|
(6
|
)
|
|||||
Return to provision & other
|
—
|
|
—
|
|
29
|
|
|||||
Rate adjustment
|
—
|
|
—
|
|
668
|
|
|||||
Other
|
13
|
|
470
|
|
363
|
|
|||||
Tax law change—revaluing deferreds
|
—
|
|
11,783
|
|
—
|
|
|||||
Change in valuation allowance
|
9,088
|
|
(955
|
)
|
6,910
|
|
|||||
Income tax provision
|
$
|
3
|
|
$
|
5
|
|
$
|
1
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2017
|
2018
|
|||||
Deferred Income Tax Assets:
|
|||||||
Net operating loss (NOL)
|
$
|
23,198
|
|
$
|
29,634
|
|
|
Intangibles
|
1,199
|
|
1,407
|
|
|||
Share-based and accrued compensation
|
335
|
|
83
|
|
|||
Interest
|
—
|
|
148
|
|
|||
Other
|
183
|
|
628
|
|
|||
Total gross deferred tax assets
|
$
|
24,915
|
|
$
|
31,900
|
|
|
Deferred Tax Liabilities:
|
|||||||
Property, plant and equipment
|
263
|
|
283
|
|
|||
Total gross deferred tax liabilities
|
$
|
263
|
|
$
|
283
|
|
|
Valuation Allowance
|
24,652
|
|
31,617
|
|
|||
Net deferred tax asset (liabilities)
|
$
|
—
|
|
$
|
—
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2017
|
2018
|
|||||
Gross unrecognized tax benefits at the beginning of the year
|
$
|
865
|
|
$
|
1,201
|
|
|
Increases related to current year positions
|
585
|
|
888
|
|
|||
Decreases related to prior year positions
|
(249
|
)
|
(243
|
)
|
|||
Gross unrecognized tax benefits at the end of the year
|
$
|
1,201
|
|
$
|
1,846
|
|
(in thousands, except share and per share amounts)
|
Year Ended December 31,
|
||||||||||
2016
|
2017
|
2018
|
|||||||||
Numerator:
|
|||||||||||
Net loss attributable to common stockholders
|
$
|
(25,149
|
)
|
$
|
(30,384
|
)
|
$
|
(29,886
|
)
|
||
Denominator:
|
|||||||||||
Weighted average common shares outstanding-basic
|
4,566,757
|
|
5,457,629
|
|
6,287,172
|
|
|||||
Dilutive effect of stock equivalents resulting from stock options, preferred stock warrants and convertible preferred stock (as converted)
|
—
|
|
—
|
|
—
|
|
|||||
Weighted average common shares outstanding-diluted
|
4,566,757
|
|
5,457,629
|
|
6,287,172
|
|
|||||
Net loss per common share—basic and diluted
|
$
|
(5.51
|
)
|
$
|
(5.57
|
)
|
$
|
(4.75
|
)
|
Year Ended December 31,
|
||||||||
2016
|
2017
|
2018
|
||||||
Options to purchase common stock
|
—
|
|
—
|
|
—
|
|
||
Convertible preferred stock (as converted)
|
34,355,941
|
|
39,361,211
|
|
39,953,983
|
|
||
Preferred stock warrants
|
160,767
|
|
160,767
|
|
160,767
|
|
||
Total
|
34,516,708
|
|
39,521,978
|
|
40,114,750
|
|
Amount To Be Paid |
||
SEC registration fee
|
$
|
90,688
|
FINRA filing fee
|
106,616
|
|
Transfer agent’s fees
|
40,000
|
|
Printing expenses
|
110,000
|
|
Legal fees and expenses
|
1,115,000
|
|
Accounting fees and expenses
|
125,000
|
|
Miscellaneous
|
140,696
|
|
Total
|
$
|
1,728,000
|
(1)
|
Since November 1, 2015, we granted 5,898,723 stock options to purchase shares of our common stock to our employees, directors and consultants at a weighted average exercise price of $3.86 per share under our 2011 Equity Incentive Plan. We also granted options to purchase 1,098,999 shares of our common stock effective upon our IPO and having an exercise price equal to the initial public offering price of our common stock in the IPO. We also issued and sold an aggregate of 3,876,000 shares of our common stock to our employees, directors and consultants at a weighted average exercise price of $0.99 per share pursuant to restricted stock issuances and exercises of options granted under our 2011 Equity Incentive Plan.
|
(2)
|
From October 2, 2015 through January 29, 2016, we issued and sold an aggregate of 4,701,449 shares of our Series E convertible preferred stock at a purchase price of $3.68 per share, for aggregate consideration of approximately $17,300,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.
|
(3)
|
On June 6, 2016 we issued a warrant to purchase up to an aggregate of 39,073 shares of our Series E convertible preferred stock at an exercise price of $3.68 per share in connection with the extension of a line of credit from Silicon Valley Bank. Such issuance was deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
|
(4)
|
From September 9, 2016 through September 12, 2016, we issued and sold subordinated convertible promissory notes in an aggregate principal amount of $4,000,000 at face value. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
|
(5)
|
From October 7, 2016 through June 26, 2017, we issued and sold an aggregate of 4,866,758 shares of our Series F convertible preferred stock at a purchase price of $6.19 per share, for aggregate consideration of approximately $30,100,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.
|
(6)
|
From August 1, 2017 through November 3, 2017, we issued and sold subordinated convertible promissory notes in an aggregate principal amount of $10,000,000 at face value. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.
|
(7)
|
From November 22, 2017 through June 29, 2018, we issued and sold an aggregate of 5,114,786 shares of our Series G stock at a purchase price of $10.94 per share, for aggregate consideration of approximately $55,953,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.
|
(8)
|
On June 27, 2018, we issued warrants to purchase up to an aggregate of 60,002 shares of our common stock at an exercise price of $3.00 per share in connection with the extension of a line of credit and a term loan from Silicon Valley Bank. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as
|
(9)
|
From October 5, 2018 to November 2, 2018, we issued and sold an aggregate of 2,075,216 shares of our Series H stock at a purchase price of $24.23 per share, for aggregate consideration of approximately $50,283,000. Such issuances were deemed to be exempt under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
|
(10)
|
During the quarter ended June 29, 2019, we sold an aggregate of 14,950 shares of restricted common stock issued under our 2011 Equity Incentive Plan to various brand ambassadors at a purchase price of $0.01 per share for an aggregate consideration of approximately $150. Such issuances were deemed to be exempt under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
|
(11)
|
During the quarter ended June 29, 2019, we issued and sold an aggregate of 109,978 shares of our common stock to current and former employees and consultants at a weighted average exercise price of $1.34 per share pursuant to exercises of options granted under our 2011 Equity Incentive Plan for aggregate cash consideration of approximately $147,854.
|
EXHIBIT INDEX
|
||||||||||
Exhibit No.
|
Exhibit Description
|
Incorporated by Reference
|
Filed Herewith
|
|||||||
Form
|
Date
|
Number
|
||||||||
1.1
|
S-1
|
7/29/2019
|
1.1
|
*
|
||||||
3.1
|
10-Q
|
6/12/2019
|
3.1
|
*
|
||||||
3.2
|
10-Q
|
6/12/2019
|
3.2
|
*
|
||||||
4.1
|
S-1/A
|
3/27/2019
|
4.1
|
*
|
||||||
4.2
|
S-1
|
11/16/2018
|
4.2
|
*
|
||||||
5.1
|
S-1
|
7/29/2019
|
5.1
|
*
|
||||||
10.1
|
S-1
|
11/16/2018
|
10.1
|
*
|
||||||
10.2
|
S-1
|
11/16/2018
|
10.2
|
*
|
||||||
10.3
|
S-1
|
11/16/2018
|
10.3
|
*
|
||||||
10.4
|
S-1
|
11/16/2018
|
10.4
|
*
|
||||||
10.5
|
S-1
|
11/16/2018
|
10.5
|
*
|
||||||
10.6
|
S-1
|
11/16/2018
|
10.6
|
*
|
||||||
10.7
|
S-1
|
11/16/2018
|
10.7
|
*
|
||||||
10.8
|
S-1
|
11/16/2018
|
10.8
|
*
|
||||||
10.9
|
S-1
|
11/16/2018
|
10.9
|
*
|
||||||
10.10
|
S-1/A
|
4/15/2019
|
10.10
|
*
|
EXHIBIT INDEX
|
||||||||||
Exhibit No.
|
Exhibit Description
|
Incorporated by Reference
|
Filed Herewith
|
|||||||
Form
|
Date
|
Number
|
||||||||
10.11
|
S-1/A
|
1/9/2019
|
10.11
|
*
|
||||||
10.12
|
S-1/A
|
4/15/2019
|
10.12
|
*
|
||||||
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
|
*
|
||||||
10.25
|
8-K
|
5/20/2019
|
10.25
|
*
|
||||||
10.26
|
10-Q
|
7/29/2019
|
10.1
|
*
|
||||||
10.27
|
10-Q
|
7/29/2019
|
10.2
|
*
|
||||||
23.1
|
X
|
|||||||||
23.2
|
S-1
|
7/29/2019
|
23.2
|
*
|
||||||
24.1
|
*
|
|||||||||
101.INS
|
XBRL Report Instance Document
|
*
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
*
|
||||||||
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
*
|
EXHIBIT INDEX
|
||||||||||
Exhibit No.
|
Exhibit Description
|
Incorporated by Reference
|
Filed Herewith
|
|||||||
Form
|
Date
|
Number
|
||||||||
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
*
|
||||||||
101.PRE
|
XBRL Presentation Linkbase Document
|
*
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
||||||||
_________________
|
||||||||||
+ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
|
||||||||||
* Previously filed.
|
(a)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
(b)
|
That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(c)
|
That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
BEYOND MEAT, INC.
|
|
By:
|
/s/ Ethan Brown
|
Name:
|
Ethan Brown
|
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
*
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
July 31, 2019
|
||
Ethan Brown
|
||||
*
|
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
July 31, 2019
|
||
Mark J. Nelson
|
||||
*
|
Executive Chair and Chairman of the Board
|
July 31, 2019
|
||
Seth Goldman
|
||||
*
|
Director
|
July 31, 2019
|
||
Gregory Bohlen
|
||||
*
|
Director
|
July 31, 2019
|
||
Diane Carhart
|
||||
*
|
Director
|
July 31, 2019
|
||
Raymond J. Lane
|
*
|
Director
|
July 31, 2019
|
||
Bernhard van Lengerich, Ph.D.
|
||||
*
|
Director
|
July 31, 2019
|
||
Ned Segal
|
||||
*
|
Director
|
July 31, 2019
|
||
Christopher Isaac Stone
|
||||
*
|
Director
|
July 31, 2019
|
||
Donald Thompson
|
||||
*
|
Director
|
July 31, 2019
|
||
Kathy N. Waller
|