8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 18, 2020

Whole Earth Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38880	38-4101973
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 S. Wacker Drive

Suite 3150
Chicago, IL 60606

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 840-6000

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
Common stock, par value $0.0001 per share	FREE	The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of common stock	FREEW	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 x

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Directors.

On September 18, 2020, the board of directors (“Board”) of Whole Earth Brands, Inc. (the “Company”) increased the size of the Board from six members to seven members and appointed Albert Manzone, the Company’s current chief executive officer, to fill the vacancy resulting from the increase in the size of the Board.

There are no arrangements or understandings between Mr. Manzone and any other person pursuant to which he was appointed as a director of the Company. The Board does not presently intend to appoint Mr. Manzone to serve on any committees of the Board.  Mr. Manzone has no family relationship with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.  As an employee of the Company, Mr. Manzone will not receive any additional compensation or equity awards in connection with his service on the Board.

Item 8.01 Other Events

On September 21, 2020, the Company issued a press release announcing the appointment of Mr. Manzone as a director of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
99.1	Press Release dated September 21, 2020.

1

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: September 21, 2020	Whole Earth Brands, Inc.
	By:	/s/ Andrew Rusie
	Name:	Andrew Rusie
	Title:	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

September 21, 2020

 

Whole Earth Brands, Inc. Chief Executive Officer Albert Manzone Appointed to its Board of Directors

CHICAGO, Sept. 21, 2020 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the “Company” or “Whole Earth Brands”) (Nasdaq: FREE), today announced the appointment of its Chief Executive Officer, Albert Manzone, to the Company’s board of directors (“Board of Directors” or “Board”), effective September 18, 2020. Following Mr. Manzone’s appointment, the Board of Directors will consist of seven members.

Irwin Simon, Executive Chairman of Whole Earth Brands’ Board, commented, “Albert was instrumental in the formation of Whole Earth Brands through our business combination in June, and I am thrilled to welcome him to our Board of Directors. Albert brings a high level of strategic acuity, operational know-how, and a global mindset with over 30 years of accomplishments in the consumer products industry and at McKinsey & Co. His proven leadership and operational experience are tremendous additions to the Board, and we look forward to his continued contributions.”

Albert Manzone, Chief Executive Officer of Whole Earth Brands, added, “I am honored to join Whole Earth Brands’ Board of Directors and am energized by the opportunities that lie ahead for our Company. We are building a platform of branded products and ingredients focused on the consumer transition towards natural alternatives and clean label products by addressing the massive ‘free-from...’ marketplace. Looking forward, we intend to continue to focus on generating organic growth with our existing brands while augmenting growth through strategic consolidation in adjacent and on-trend branded health and wellness categories.”

Mr. Manzone has served as Chief Executive Officer of Whole Earth Brands since June 2020 and as Chief Executive Officer of the predecessor company, Flavors Holdings Inc., since February 2016 prior to the Company’s business combination. Previously, Mr. Manzone served as President, Europe at Oettinger Davidoff AG.; President of Consumer Health, South East Europe, at Novartis; President, Europe at W.M. Wrigley Jr. Company; and over a decade in global executive leadership roles at PepsiCo. Prior to his corporate leadership roles, he was a consultant at McKinsey & Co. Mr. Manzone holds a graduate degree in International Business from the Sorbonne University in Paris and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University.

About Whole Earth Brands, Inc.

Whole Earth Brands is a global platform of branded products and ingredients focused on the consumer transition towards healthier lifestyles, such as free from sugar, natural solutions, plant-based and clean label. Whole Earth Brands, Inc. is one of the world’s leading manufacturers of zero/low sugar and calorie sweeteners as well as reduced sugar products, with brands including Whole Earth^®, Pure Via^®, Equal^®, and Canderel^®. The Company’s branded product line Magnasweet^® offers versatile masking agents, sweetness intensifiers and extenders and flavor enhancers. The Company has a vision to expand its branded portfolio globally through investment opportunities in additional categories, with better-for-you, clean label alternatives in the quest to “Open a World of GoodnessTM” to consumers and their families. For more information, please visit www.WholeEarthBrands.com.

Forward-Looking Statements

This press release contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc. (the “Company” or “Whole Earth Brands”) and other matters. Forward-looking statements may be accompanied by words such as “intend,” “seek,” “anticipate,” “believe,” “will,” “expect,” “estimate,” “expand,” “plan,” “strategy,” “continue,” and “forward” and other similar words, phrases or expressions. Examples of forward-looking statements include, among others, statements by Mr. Simon about the benefits and contributions of Mr. Manzone as a member of the board of directors, statements by Mr. Manzone regarding the Company’s performance, opportunities, growth strategies and strategic consolidation, and statements regarding the Company’s vision to expand, and other plans, objectives and expectations of the Company or its management or board of directors.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These statements are subject to the risks and uncertainties indicated from time to time in the documents the Company files (or furnishes) with the U.S. Securities and Exchange Commission, including the factors set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020.

You are cautioned not to place undue reliance upon any forward-looking statements, which are based only on information currently available to the Company, and which speak only as of the date made. The Company undertakes no commitment to update or revise the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investor Relations Contacts:
Whole Earth Brands, Inc.

312-840-5001

investor@wholeearthbrands.com

ICR

Jeff Sonnek

646-277-1263

jeff.sonnek@icrinc.com