UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 305, 2025

STRYVE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38785

87-1760117

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

Post Office Box 864

Frisco, TX

75034

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 987-5130

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	SNAX	The Nasdaq Stock Market LLC
Warrants, each exercisable for Class A Common Stock	SNAXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On February ~~January 30~~4, 2025, ~~Stryve~~the ~~Foods,~~Nasdaq ~~Inc.~~Stock ~~(the~~Market LLC (“~~Company~~Nasdaq”) ~~entered~~notified ~~into~~Stryve aFoods, ~~Securities~~Inc. ~~Purchase Agreement~~ (the “~~Stock Purchase Agreement~~Company”) ~~between~~that the ~~Company and the purchasers thereto (including certain related parties). Pursuant to the Stock Purchase~~ ~~Agreement,~~Nasdaq ~~the~~Hearings ~~purchasers~~Panel ~~acquired from the Company 877,878 shares of newly created Series A-1 Convertible Preferred Stock, par value $0.0001 per share~~ (the “~~Convertible Preferred Stock~~Panel”), ~~for~~has andetermined ~~aggregate~~to ~~purchase~~delist ~~price~~the ofCompany’s ~~$9.4~~Class ~~million,~~A ~~which was~~common ~~paid~~stock ~~by the purchasers with principal~~ and ~~accrued~~warrants ~~but unpaid interest due under outstanding promissory interests~~ and ~~other outstanding~~that ~~indebtedness.~~trading ~~The~~of ~~aggregate~~the ~~purchase~~Company’s ~~price~~securities ~~includes~~will ~~$3.0~~be ~~million~~suspended ~~with~~at ~~related~~the ~~parties~~open of ~~which~~trading ~~$2.7~~on ~~million~~February ~~was from Christopher Boever~~6, ~~our Chief Executive Officer~~2025.

~~The~~As ~~Convertible~~previously ~~Preferred~~reported, ~~Stock~~on ~~will~~December be19, ~~convertible~~2024, ~~into~~ the Company’s ~~Class~~was Agranted ~~common~~an ~~stock,~~extension ~~par~~until ~~value~~January ~~$0.0001 per share (“Common Stock”)~~31, at2025 anfrom ~~initial~~a ~~conversion~~Panel ~~price~~to ofregain ~~$0.7599 per share (the “Conversion Price”), which is~~compliance ~~approximately~~with ~~12,375,317~~Nasdaq’s ~~shares~~continued oflisting ~~Common~~rules ~~Stock.~~and ~~The~~demonstrate ~~Conversion Price is subject to customary anti~~long-~~dilution~~term ~~adjustments, including~~compliance inwith the ~~event~~Listing ofRule ~~any stock split~~5550(b)(1), ~~stock~~which ~~dividend,~~requires ~~recapitalization~~listed issuers orto ~~similar~~maintain ~~events.~~minimum ~~The~~stockholders’ ~~shares~~equity of ~~Convertible~~$2.5 ~~Preferred Stock~~million. ~~were~~As ~~issued pursuant to a Certificate~~ of ~~Designations~~January ~~filed~~31, ~~with~~2025, the ~~Secretary~~Company ofhad ~~State~~not ofregained ~~the State of Delaware and were sold~~compliance inwith ~~reliance on~~ the ~~exemption~~Nasdaq ~~from~~Listing ~~registration~~Rule ~~provided in Section 4~~5550(ab)(21) ofand ~~the~~was ~~Securities~~denied ~~Act~~its ofrequest ~~1933,~~for asan ~~amended~~additional ~~(the “Securities Act”)~~extension.

~~The~~In ~~Convertible~~connection ~~Preferred~~with ~~Stock~~the ~~has~~Nasdaq delisting notice, Nasdaq will complete the ~~following~~delisting ~~terms:~~by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission after applicable appeal periods have lapsed. In the interim, the Company’s Class A common stock is expected to begin trading under its current trading symbol on the OTC Markets system.

~~Ranking~~The Company has 15 days after the date it received notice of the Panel’s decision to request in writing that the Nasdaq Listing and Hearing ~~Dividend~~Review Council (the “Council”) review the decision. In addition, the Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after the Company was notified of the decision.

The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions of assets upon the Company’s liquidation, dissolution or winding up. The Convertible Preferred Stock has an initial value of $10.7122 per share (the “Stated Value”). Dividends will accrue on the Stated Value thereof plus all unpaid accrued and accumulated dividends thereon of each share of Convertible Preferred Stock at a rate of 12% per annum. All accrued dividends on any Convertible Preferred Stock shall be paid, at the election of the Company either in (i) in cash or (ii) additional shares of Convertible Preferred Stock, only when, as and if declared by the Board out of funds legally available therefor or upon a liquidation.

Liquidation Preference

Upon a liquidation, dissolution or winding up of the Company, each holder of shares of Convertible Preferred Stock (“Holder”) will be entitled to receive, with respect to each share of then-outstanding Convertible Preferred Stock, out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the greater of an amount in cash equal to the greater of (i) the aggregate Stated Value of all Convertible Preferred Stock held by such Holder, plus all unpaid accrued and accumulated dividends on all such Convertible Preferred Stock (whether or not declared) and (ii) the amount that such Holder would have received with respect to such share of Convertible Preferred Stock based on its Stated Value if all shares of Convertible Preferred Stock had been converted at their Stated Value, plus all unpaid accrued and accumulated dividends on all such Convertible Preferred Stock (whether or not declared) into shares of Class A common stock immediately prior to the liquidation

Optional Conversion

Each share of Convertible Preferred Stock will be convertible, at the option of the respective Holder, from time to time after the six (6) month anniversary of the initial issue date determined by dividing the Stated Value (plus the amount of any accrued and unpaid dividends) of such share of Convertible Preferred Stock by the Conversion Price. No Holder of Convertible Preferred Stock may convert into 9.99% of the Company’s then outstanding shares of common stock during any six month period.

A Holder (together with its affiliates) may not convert any portion of such Holder’s Convertible Preferred Stock to the extent that the Holder would own more than 9.99% (or 4.99%, at the Holder’s election) of the Company’s outstanding Class A common stock immediately after conversion; except that for any Holder who beneficially owned more than 9.99% of the Company’s outstanding Class A common stock immediately prior to the issuance of the Convertible Preferred Stock, this limit is 19.99% instead of 9.99%.

Mandatory Conversion

If, through one or a series of transactions during the first nine (9) months after the initial issue date, the Company receives gross proceeds of $6.0 million or more from the sale of its Class A common stock (or common stock equivalents) at an average price per share not less than the Conversion Price, then the Company, at its Company’s option, shall have the right to automatically (without any action on behalf of the Holder) convert all or a portion of the Convertible Preferred Stock into that number of shares of Class A common stock determined by dividing the Stated Value (plus the amount of any accrued and unpaid dividends) by the Conversion Price

Voting

Except as required by applicable law, each share of Convertible Preferred Stock will have the right to vote together as a single class with the holders of the common stock on each matter submitted for a vote or consent by the holders of the common stock. In no event shall (i) the aggregate voting power of the Convertible Preferred Stock exceed 19.99% of the outstanding shares of common stock of the Company as of the initial issue date without stockholder approval or (ii) any Holder have the right to vote shares of Convertible Preferred Stock to the extent the voting of such shares, when combined with shares of common stock beneficially owned, is in excess of 19.99% of the combined voting power. In addition, as long as any shares of Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of 66% or more of the then outstanding shares of the Convertible Preferred Stock, alter or change adversely the powers, preferences or rights given to the Convertible Preferred Stock.

Sale of the Company

If, at any time while shares of Convertible Preferred Stock are outstanding, the Company effects any merger or consolidation, sale or other disposition of all or substantially all of its assets or other similar business combination (but excluding any financing transaction or business acquisitions) (a “Sale Transaction”), then the Holder shall have the right to receive an amount in cash equal to the greater of (i) the aggregate Stated Value of all Convertible Preferred Stock held by such holder, plus all unpaid accrued and accumulated dividends on all such Convertible Preferred Stock (whether or not declared) and (ii) the amount that such Holder would have received with respect to such share of Convertible Preferred Stock based on its Stated Value if all shares of Convertible Preferred Stock had been converted at their Stated Value, plus all unpaid accrued and accumulated dividends on all such Convertible Preferred Stock (whether or not declared), into shares of Class A common stock immediately prior to the Sale Transaction. If holders of common stock are given any choice as to the securities, cash or property to be received in a Sale Transaction, then the Holder shall be given the same choice as to the consideration it receives upon such Sale Transaction.

Optional Redemption

On or after the second anniversary of the initial issue date, the Company may redeem all or any portion of the Convertible Preferred Stock at a cash redemption price equal to 102% of the Stated Value per share plus all unpaid accrued and accumulated dividends on all such Convertible Preferred Stock (whether or not declared).

The foregoing description of the form of Securities Purchase Agreement and the Certificate of Designations of the Company’s Convertible Preferred Stock do not purport to be complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement and Certificate of Designations, which is are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Stryve Foods, Inc. (the “Company”) has successfully extended the maturity and amended $761,422 in principal amount of an unsecured promissory note (the “Note”) to a related party. The maturity of the Note has been extended from December 23, 2024 to December 31, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 5.03.

Item 9.01(d) Financial Statements and Exhibits.

4.1.		Certificate of Designations with respect to Convertible Preferred Stock.
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 35, 2025

	STRYVE FOODS, INC.

	By:	/s/ R. Alex Hawkins
	Name:	R. Alex Hawkins
	Title:	Chief Financial Officer

Filing Compare · STRYVE FOODS, INC.