BEYOND MEAT, INC.
For the period ended Mar 29, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed May 8, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
Not applicable.
Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended March 29, 2025, none of our directors or executive officers of the Company adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a) of Regulation S-K.
Indemnification Agreements
On May 6, 2025, our board of directors approved a new form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and each of our directors and certain officers. The Indemnification Agreement supersedes our previous form of indemnification agreement.
The Indemnification Agreement provides, among other things, that the Company will indemnify and advance expenses to the director or officer (the “Indemnitee”) to the fullest extent permitted by applicable law and the Company’s Bylaws. The Indemnification Agreement also establishes various procedures, processes and requirements for the Indemnitee to exercise the provided indemnification and advancement rights.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached hereto as Exhibit 10.4 to this report and incorporated herein by reference.
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Incorporated by Reference · Filed Herewith | |||||
| Form · Date · Number | |||||
| 3.1 | Restated Certificate of Incorporation. | 10-Q | 6/12/2019 | 3.1 | |
| 3.2# | Warrant Agreement, dated as of May 7, 2025, among Beyond Meat, Inc. and the warrant holders party thereto. | 8-K | 5/7/2025 | 3.1 | |
| 3.3 | Amended and Restated Bylaws. | 8-K | 2/13/2024 | 3.1 | |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 3/27/2019 | 4.1 | |
| 4.2 | Description of Registrant’s Securities. | 10-K | 3/1/2023 | 4.3 | |
| 4.3 | Indenture, dated as of March 5, 2021, between Beyond Meat, Inc. and U.S. Bank National Association, as trustee. | 8-K | 3/5/2021 | 4.1 | |
| 4.4 | Form of certificate representing 0% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.1 to the Form 8-K filed on 3/5/21). | 8-K | 3/5/2021 | 4.1 | |
| 10.1* | Separation Agreement, entered into on March 12, 2025 between Beyond Meat, Inc. and Akerho Oghoghomeh. | 8-K | 3/17/2025 | 10.1 | |
| 10.2#+ | Loan and Security Agreement, dated as of May 7, 2025, among Beyond Meat, Inc., as borrower, Unprocessed Foods, LLC, as a lender, the other lenders party thereto from time to time and the guarantors party thereto from time to time. | 8-K | 5/7/2025 | 10.1 | |
| 10.3* | Form of Indemnification Agreement with directors and executive officers. | S-1/A | 1/9/2019 | 10.11 | |
| 10.4* | Form of Indemnification Agreement with directors and executive officers (approved May 6, 2025). | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Incorporated by Reference | Filed Herewith | ||
| Form | Date | Number | |||
| 101 | The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders' Deficit, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
| _____________ | |||||
| # Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6).* Indicates management contract or compensatory plan or arrangement.** This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Beyond Meat, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.+ Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. | |||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BEYOND MEAT, INC. | |||
| Date: | May 8, 2025 | By: | /s/ Ethan Brown |
|---|---|---|---|
| Ethan Brown | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: | May 8, 2025 | By: | /s/ Lubi Kutua |
|---|---|---|---|
| Lubi Kutua | |||
| Chief Financial Officer, Treasurer | |||
| (Principal Financial Officer) | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.