Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
September 08 2020 - 5:14PM
Edgar (US Regulatory)
FILED PURSUANT TO RULE 424(B)(3)
FILE NO. 333-240089
WHOLE EARTH BRANDS, INC.
SUPPLEMENT NO. 2 TO
PROSPECTUS DATED AUGUST 5, 2020
THE DATE OF THIS SUPPLEMENT IS SEPTEMBER
8, 2020
This prospectus supplement (this “Supplement
No. 2”) is part of the prospectus of Whole Earth Brands, Inc. (the “Company”) dated August 5, 2020 (as amended
from time to time, the “Prospectus”). This Supplement No. 2 supplements, modifies or supersedes certain information
contained in the Prospectus. Any statement in the Prospectus that is modified or superseded is not deemed to constitute a part
of the Prospectus, except as modified or superseded by this Supplement No. 2. Except to the extent that the information in this
Supplement No. 2 modifies or supersedes the information contained in the Prospectus, this Supplement No. 2 should be read, and
will be delivered, with the Prospectus. This Supplement No. 2 is not complete without, and may not be utilized except in connection
with, the Prospectus.
The purpose of this Supplement No. 2 is
to update and supplement the information in the Prospectus with the information contained in the Company’s Current Report
on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on September 8, 2020, which is attached hereto.
Investing in our securities involves
risks. See “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider before
buying our common stock and warrants.
Neither the SEC nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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 8, 2020
Whole Earth Brands, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38880
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38-4101973
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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FREE
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The NASDAQ Stock Market LLC
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Warrants to purchase one-half of one share of common stock
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FREEW
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The NASDAQ Stock Market LLC
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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
7.01. Regulation FD Disclosure.
The
Company prepared an investor presentation for use in connection with various meetings and conferences. A copy of the investor presentation
is furnished as Exhibit 99.1 and incorporated by reference herein.
Item
8.01. Other Events.
On September 8, 2020,
Whole Earth Brands, Inc. (the “Company”) issued a press release announcing that its board of directors has authorized
a $20 million stock repurchase plan. A copy of the press release is attached hereto as Exhibit 99.2.
The
information furnished in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) 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.
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Description
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99.1
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Investor Presentation dated September 2020.
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99.2
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Press Release dated September 8, 2020.
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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 8, 2020
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Whole Earth Brands, Inc.
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By:
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/s/ Andrew Rusie
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Name: Andrew Rusie
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Title: Chief Financial Officer
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