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): February 18, 2022

_______________________________________________

 

Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

Nevada	001-40016	87-1005902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (877) 289-9463

_______________________________________________________

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, no par value per share	VWE	The Nasdaq Stock Market LLC
Warrants to purchase common stock	VWEWW	The Nasdaq Stock Market LLC

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))

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 8.01 — Other Events

On February 18, 2022, Vintage Wine Estates, Inc. (“VWE” or the “Company”) issued a press release announcing that the Company had delivered written notice to the Toronto Stock Exchange (“TSX”) that the Company intends to voluntarily delist its common stock and warrants from the TSX. Pursuant to the Company’s application for voluntary delisting which received approval from the TSX, the Company’s common stock and warrants will be voluntarily delisted from the TSX at the close of trading on Monday, March 7, 2022.

The common stock and warrants will continue to trade on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the symbols “VWE” and “VWEWW”.

A copy of the press release announcing the delisting from the TSX is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the terms of the Investor Rights Agreement dated June 7, 2021 by and among the Company and the stockholders party thereto, upon the delisting of VWE’s common stock from the TSX, Bespoke Sponsor Capital LP will have the right to designate up to four nominees for election to the Company’s board of directors at any annual or special meeting of the stockholders at which directors of the Company are to be elected.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 18, 2022
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

		Vintage Wine Estates, Inc.
		(Registrant)
Date:	February 22, 2022	/s/ Patrick Roney
		Patrick Roney
		Chief Executive Officer

EX-99.1

Exhibit 99.1

  News Release

_______________________________________________________________________________________________________________________

937 Tahoe Boulevard, Suite 210 | Incline Village, NV 89541

For Immediate Release

Vintage Wine Estates Announces Voluntary Delisting from
Toronto Stock Exchange

INCLINE VILLAGE, NV, February 18, 2022 – Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (TSX: VWE.U and VWE.WT.U) (“VWE” or the “Company”), one of the fastest-growing wine producers in the U.S. with an industry-leading direct-to-customer platform, today announced that it has provided written notice to the Toronto Stock Exchange (the “TSX”) of its intent to voluntarily delist its common shares (“Common Shares”) and common share purchase warrants (“Warrants”) from the TSX. Accordingly, VWE expects that effective at the close on March 7, 2022, the Common Shares and Warrants will no longer be traded on the TSX. The Common Shares and Warrants will continue to trade on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the symbols “VWE” and “VWEWW”.

The Company believes that the trading volume of its Common Shares and Warrants on the TSX no longer justifies the expense and administrative efforts associated with maintaining TSX listing, especially given VWE’s listing on The Nasdaq Stock Market (“Nasdaq”). The Company’s listing on Nasdaq provides its stockholders with market liquidity, and the savings in exchange fees, legal fees, and managerial time and effort to maintain a dual listing can be redirected into further advancing the business of the Company.

Pursuant to Section 720(b)(i) of the TSX Company Manual, stockholder approval is not required with regards to the voluntary delisting as an alternative market for the shares that will exist on Nasdaq. Stockholders holding shares in Canadian brokerage accounts should contact their brokers to confirm how to trade VWE shares on the Nasdaq.

About Vintage Wine Estates, Inc.
Vintage Wine Estates is a family of wineries and wines whose mission is to produce the finest quality wines and provide incredible customer experiences with wineries throughout Napa, Sonoma, California’s Central Coast, Oregon and Washington state. Since its founding 20 years ago, the Company has grown to be the 15th largest wine producer in the U.S. selling more than two million nine-liter equivalent cases annually. To consistently drive growth, the Company curates, creates, stewards and markets its many brands and services to customers and end consumers via a balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 50 brands ranging from $10 to $150 at retail, its primary focus is on the fastest growing premium segment of the wine industry with the majority of brands selling in the $10 to $20 price range. The Company regularly posts updates and additional information at www.vintagewineestates.com.

Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, the planned voluntary delisting of the Common Shares and the Warrants from the TSX and the anticipated continued listing of the Common Shares and the Warrants on Nasdaq. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of VWE. Actual events and circumstances may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include those discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021 and other reports filed from time to time with the SEC. We caution and

advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts:

Investors
Deborah K. Pawlowski, Kei Advisors LLCdpawlowski@keiadvisors.com
Phone: 716.843.3908 Media
Mary Ann Vangrin
MVangrin@vintagewineestates.com

XML

Document and Entity Information	Feb. 18, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001834045
Document Type	8-K
Document Period End Date	Feb. 18, 2022
Entity Registrant Name	Vintage Wine Estates, Inc.
Entity Incorporation State Country Code	NV
Entity File Number	001-40016
Entity Tax Identification Number	87-1005902
Entity Address, Address Line One	937 Tahoe Boulevard
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	877
Local Phone Number	289-9463
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, no par value per share
Trading Symbol	VWE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false