10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38785

STRYVE FOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

87-1760117

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

5801 Tennyson Parkway, Suite 275

Plano, TX 75024

(Address of principal executive offices)

(972) 987-5130

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	SNAX	The NASDAQ Stock Market LLC
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SNAXW	The NASDAQ Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At November 14, 2022, 25,010,612 shares of the registrant’s Class A common stock, $0.0001 par value, and 7,093,711 shares of the registrant’s Class V common stock, $0.0001 par value, were issued and outstanding.

STRYVE FOODS, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


	Page
Part I. Financial Information	1
Item 1. Unaudited Condensed Consolidated Financial Statements	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Changes in Stockholders’ Equity	3
Condensed Consolidated Statements of Cash Flows	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	35
Item 4. Controls and Procedures	36
Part II. Other Information	37
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38
Part III. Signatures	39

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

STRYVE FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2022			2021
ASSETS	(Unaudited)
CURRENT ASSETS
Cash and cash equivalent	$	4,354,624		$	2,217,191
Accounts receivable, net		2,142,934			2,900,281
Inventory, net		8,927,055			7,215,981
Prepaid media spend, net of reserve		—			450,000
Prepaid expenses and other current assets		2,528,134			2,255,539
Total current assets		17,952,747			15,038,992

Property and equipment, net		7,896,559			6,825,895
Right of use asset, net		618,136			767,382
Goodwill		8,450,000			8,450,000
Intangible asset, net		4,422,608			4,604,359
Prepaid media spend, net of reserve and net of current portion		—			1,084,548
Other assets		—			4,192
TOTAL ASSETS	$	39,340,050		$	36,775,368

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		2,543,373		$	3,097,516
Accrued expenses		2,635,204			1,634,978
Current portion of lease liability		215,127			168,482
Line of credit, net of debt issuance costs		123,191			3,500,000
Current portion of long-term debt		1,559,139			3,447,056
Total current liabilities		7,076,034			11,848,032

Long-term debt, net of current portion, net of debt issuance costs		3,470,968			119,542
Lease liability, net of current portion		436,351			598,900
Financing obligation - related party operating lease		7,500,000			7,500,000
Deferred tax liability, net		67,223			67,223
Deferred stock compensation liability		602,605			71,197
Warrant liability		28,421			128,375
TOTAL LIABILITIES		19,181,602			20,333,269

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		—			—
Class A common stock - $0.0001 par value, 400,000,000 shares authorized, 22,964,806 and 8,633,755 shares issued and outstanding, respectively		2,296			863
Class V common stock - $0.0001 par value, 200,000,000 shares authorized, 7,488,343 and 11,502,355 shares issued and outstanding		749			1,150
Additional paid-in-capital		132,902,242			100,551,257
Accumulated deficit		(112,746,839	)		(84,111,171	)
TOTAL STOCKHOLDERS' EQUITY		20,158,448			16,442,099

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	39,340,050		$	36,775,368

The accompanying notes are an integral part of these condensed consolidated financial statements.

STRYVE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,

	2022			2021			2022			2021
SALES, net	$	6,170,468		$	9,061,770		$	24,537,180		$	23,247,568

COST OF GOODS SOLD (exclusive of depreciation shown separately below)		4,786,054			5,807,924			26,453,793			13,734,845

GROSS (LOSS) MARGIN		1,384,414			3,253,846			(1,916,613	)		9,512,723

OPERATING EXPENSES
Selling expenses		2,640,667			5,826,749			12,872,928			17,873,161
Operations expense		1,084,596			1,234,002			3,664,135			3,264,087
Salaries and wages		1,939,670			3,973,204			8,035,646			6,976,515
Depreciation and amortization expense		518,240			402,290			1,465,966			1,193,846
Gain on disposal of fixed assets		(50,280	)		(13,250	)		(74,292	)		(21,828	)
Total operating expenses		6,132,893			11,422,995			25,964,383			29,285,781

OPERATING LOSS		(4,748,479	)		(8,169,149	)		(27,880,996	)		(19,773,058	)

OTHER (EXPENSE) INCOME
Interest expense		(189,794	)		(757,811	)		(558,825	)		(2,715,068	)
PPP loan forgiveness		—			—			—			1,669,552
Change in fair value of Private Warrants		14,644			213,300			99,954			213,300
Gain on debt extinguishment		—			—			—			545,200
Other (expense) income		(43,470	)		2,577			(258,853	)		27,124
Total other (expense) income		(218,620	)		(541,934	)		(717,724	)		(259,892	)

NET LOSS BEFORE INCOME TAXES		(4,967,099	)		(8,711,083	)		(28,598,720	)		(20,032,950	)
Income taxes		507			—			36,948			—

NET LOSS	$	(4,967,606	)	$	(8,711,083	)	$	(28,635,668	)	$	(20,032,950	)
Loss per common share:
Basic and diluted	$	(0.16	)	$	(0.48	)	$	(0.94	)	$	(1.56	)

Weighted average shares outstanding:
Basic and diluted		30,991,943			18,263,099			30,568,431			12,878,733

The accompanying notes are an integral part of these condensed consolidated financial statements.

STRYVE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED, SEPTEMBER 30, 2022

(Unaudited)



	Common Stock Class A				Common Stock Class B/V						Additional			Accumulated
	Shares		Amount		Shares			Amount			Paid-in-Capital			Deficit			Total

BALANCE, JANUARY 1, 2022		8,633,755	$	863		11,502,355		$	1,150		$	100,551,257		$	(84,111,171	)	$	16,442,099

PIPE Investment		2,496,934		250		—			—			32,310,937			—			32,311,187
Prefunded Warrants converted into Common Stock Class A		1,443,557		144		—			—			(69	)		—			75

Post closing adjustment of BCA		—		—		—			—			(238,089	)		—			(238,089	)

Issuance of Restricted Stock Awards		108,500		11		—			—			36,698			—			36,709

Net loss		—		—		—			—			—			(7,313,742	)		(7,313,742	)
BALANCE, MARCH 31, 2022		12,682,746		1,268		11,502,355			1,150			132,660,734			(91,424,913	)		41,238,239

Prefunded Warrant converted into Common Stock Class A		3,553,589		356		—			—			(96	)		—			260

Issuance of Restricted Stock Awards		501,125		50		—			—			172,802			—			172,852
Issuance of Restricted Stock Units		13,334		1		—			—			68,802			—			68,803

Net Loss		—		-		—			—			—			(16,354,319	)		(16,354,319	)
BALANCE, JUNE 30, 2022		16,750,794		1,675		11,502,355			1,150			132,902,242			(107,779,232	)		25,125,835

Prefunded Warrant converted into Common Stock Class A		2,200,000		220		—			—			—			—			220

Exchanged BV for Class A shares		4,014,012		401		(4,014,012	)		(401	)		—			—			—

Net Loss		—		-		—			—			—			(4,967,606	)		(4,967,606	)
BALANCE, SEPTEMBER 30, 2022		22,964,806		2,296		7,488,343			749			132,902,242			(112,746,839	)		20,158,448

The accompanying notes are an integral part of these condensed consolidated financial statements.

STRYVE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED, SEPTEMBER 30, 2021

(Unaudited)

Common Stock Class A

Common Stock Class B/V

Additional

Retained

Shares

Amount

Shares

Amount

Paid-in-Capital

Earnings

Total

BALANCE, JANUARY 1, 2021