SNAX Stryve Foods Inc

 

Registration No. 333-

 

As filed with the Securities and Exchange Commission on August 14, 2024

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

STRYVE FOODS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		87-1760117
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Post Office Box 864 Frisco, TX 75034 (Address of principal executive offices)		75034 (Zip Code)

 

Second Amended and Restated Stryve Foods, Inc. 2021 Omnibus Incentive Plan

(Full title of the plan)

 

Norma Garcia Post Office Box 864 Frisco, TX 75034 Telephone: (972) 987-5130 (Name, address and telephone number, including area code, of agent for service)

Copy to: John J. Wolfel, Esq. Chris Babcock, Esq. Foley & Lardner LLP One Independent Drive, Suite 1300 Jacksonville, Florida 32202 (904) 359-2000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a Registration Statement on this form relating to an employee benefit plan is effective. Pursuant to Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statements previously filed with respect to the Company’s 2021 Omnibus Incentive Plan on Form S-8 (Registration No. 333-259696 and 333-273074).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the Commission by Stryve Foods, Inc. (the “Company”) are hereby incorporated herein by reference:

 

	(a)	our annual report on Form 10–K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024.
	(b)	our quarterly reports on Form 10–Q for the three months ended March 31, 2024, filed with the SEC on May 14, 2024, and for the three months ended June 30, 2024, filed with the SEC on August 14, 2024.
	(c)	our current reports on Form 8–K filed with the SEC on January 12, 2024, January 31, 2024, April 9, 2024, April 12, 2024, May 24, 2024, June 18, 2024 and July 3, 2024.
	(d)	our definitive proxy filed with the SEC on April 29, 2024; and.
	(e)	the description of the common stock contained in our registration statement on Form 8-A (File No. 001-38785), filed with the SEC on January 23, 2019, pursuant to Section 12 of the Exchange Act, as updated by Exhibit 4.6 of our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed on April 1, 2024.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		First Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on July 26, 2021).
4.1.1		First Certificate of Amendment to First Amended and Restated Certificate of Incorporation (Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on July 13, 2023)
4.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on July 26, 2021).
4.3		Stryve Foods, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Revised Proxy Statement filed on April 29, 2024).
5.1		Opinion of Foley & Lardner LLP.
23.1		Consent of Marcum LLP.
23.2		Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
24.1		Power of Attorney (included on the signature page hereto).
107		Filing Fee Exhibit

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Plano, Texas, as of the 14th day of August, 2024.

 

	Stryve Foods, Inc.
	By:	/s/ Christopher Boever
		Christopher Boever
		Chief Executive Officer

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 14th day of August, 2024. Each person whose signature appears below constitutes and appoints Christopher Boever and Norma Garcia, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Signature		Title
/s/ Christopher Boever		Chief Executive Officer and Director
Christopher Boever		(Principal Executive Officer and Director)
/s/ R. Alex Hawkins		Chief Financial Officer
R. Alex Hawkins		(Principal Accounting and Financial Officer)
/s/ B. Luke Weil
B. Luke Weil		Director
/s/ Kevin Vivian
Kevin Vivian		Director
/s/ Robert Ramsey
Robert Ramsey		Director
/s/ Mauricio Orellana
Mauricio Orellana		Director
/s/ Chris Whitehair
Chris Whitehair		Director
/s/ Gregory S. Christenson
Gregory S. Christenson		Director

 

 

Exhibit 5.1

 

ATTORNEYS AT LAW One independent drive, suite 1300 Jacksonville, Florida 32202-5017 P. O. Box 240 Jacksonville, Florida 32201-0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com

 

August 14, 2024

 

Stryve Foods, Inc.

Post Office Box 864

Frisco, TX 75034

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Stryve Foods, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (Registration No. 333- ) (as it may be amended from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 400,000 shares of the Company’s Class A common stock (the “Shares”) which may be issued pursuant the Stryve Foods, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”).

 

In connection with this opinion, we have examined the following documents: (i) the Registration Statement, (ii) the First Amended and Restated Certificate of Incorporation and the Bylaws of the Company, (iii) the Plan, (iv) certain resolutions adopted by the Board of Directors of the Company, and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion

 

We have also examined and relied upon originals or copies, certified or otherwise identified or authenticated to our satisfaction, of such corporate records, instruments, agreements or other documents of the Company, and certificates of officers of the Company as to certain factual matters, and have made such investigation of law and have discussed with officers and representatives of the Company such questions of fact, as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement have been duly authorized and, when issued and delivered upon the grant or exercise of awards in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

We render no opinion as to the effect of the laws of any state or jurisdiction other than the corporate law of the State of Delaware. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

 

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission.

 

/s/ Foley & Lardner LLP

 

 

 

Exhibit 23.1

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

We consent to the incorporation by reference in this Registration Statement of Stryve Foods, Inc. on Form S-8 of our report dated April 1, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the consolidated financial statements of Stryve Foods, Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, appearing in the Annual Report on Form 10-K of Stryve Foods, Inc. for the year ended December 31, 2023.

 

/s/ Marcum LLP

 

Marcum LLP

 

New York, NY

August 14, 2024

 

 

 

EXHIBIT 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

STRYVE FOODS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A Common Stock, $0.0001 par value per share		Other(2)			400,000	(3)		$	1.54	(2)		$	616,000				$147.60 per $1,000,000			$	91
Total Offering Amounts														$	616,000							$	91
Total Fee Offsets																							—
Net Fee Due																						$	91

 

(1)	Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Stryve Foods, Inc.’s (the “Registrant”) Class A common stock, par value of $0.0001 per share (“Common Stock”) that become issuable under the Registrant’s Second Amended and Restated 2021 Omnibus Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, split-up, reorganization, consolidation or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of shares of outstanding Common Stock.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, based upon the average of the high and low prices of Common Stock as reported on the Nasdaq Capital Market on August 12, 2024.
(3)	Represents 400,000 additional shares of Common Stock that were authorized for issuance under the Plan.

 

 

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