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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2021 Hostess Brands, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | 1-37540 | 47-4168492 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 7905 Quivira Road | | |
| Lenexa, | KS | 66215 | |
| (Address of principal executive offices) | (Zip Code) | |
(816) 701-4600
(Registrant’s telephone number, including area code)
7905 Quivira Lenexa, Kansas 66215
(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: | | | | | |
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each Class | Trading Symbol | Name of exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | TWNK | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for a half share of Class A Common Stock | TWNKW | The Nasdaq Stock Market LLC |
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 Items.
On November 4, 2021, all warrants (Nasdaq: TWNKW) of Hostess Brands, Inc. (the "Company") expired in accordance with their terms, and as a result, trading of the Company’s warrants on the Nasdaq Stock Market LLC (“Nasdaq”) will be suspended prior to the opening on November 5, 2021. At the Company’s request, Nasdaq has filed a notification of removal from listing and registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Company’s warrants from Nasdaq and the deregistration of the Company’s warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The listing of the Company’s Class A Common Stock, which is traded on Nasdaq under the ticker symbol “TWNK,” will not be affected by the expiration and delisting of the Company’s warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
Exhibit No. | | Description of Exhibits |
| 104.1 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 thereto duly authorized. | | | | | | | | | | | |
| | HOSTESS BRANDS, INC. |
| | | |
Date: November 4, 2021 | | By: | /s/ Andrew P. Callahan |
| | Name: | Andrew P. Callahan |
| | Title: | President and Chief Executive Officer |
