Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
September 21 2020 - 4:11PM
Edgar (US Regulatory)
FILED PURSUANT TO RULE 424(B)(3)
FILE NO. 333-240089
WHOLE EARTH BRANDS, INC.
SUPPLEMENT NO. 3 TO
PROSPECTUS DATED AUGUST 5, 2020
THE DATE OF THIS SUPPLEMENT IS SEPTEMBER
21, 2020
This prospectus supplement (this “Supplement
No. 3”) 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. 3 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 Any statement in the Prospectus that is modified or superseded is not deemed to constitute a part
of the Prospectus, except as modified or superseded by this Supplement No. 3. Except to the extent that the information in this
Supplement No. 3 modifies or supersedes the information contained in the Prospectus, this Supplement No. 3 should be read, and
will be delivered, with the Prospectus. This Supplement No. 3 is not complete without, and may not be utilized except in connection
with, the Prospectus.
The purpose of this Supplement No. 3 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 21, 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 18, 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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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(d)
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Election of Directors.
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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.
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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release dated September 21, 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 21, 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:
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Andrew Rusie
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Title:
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Chief Financial Officer
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