Business Context and Reporting Period
Company: Zevia PBC
Filing Type: Form 8-K (Current Report)
Date of Report: August 12, 2025
Event: Entry into a Material Definitive Agreement (Equity Distribution Agreement).
Key Financial Metrics
This filing does not report historical financial performance metrics such as revenue, profit, cash flow, or margins. The primary financial data points relate to the proposed capital raise:
- Offering Size: Up to $20,000,000 in aggregate gross sale price of Class A common stock.
- Agent Commission: 3.0% of the gross sales price.
- Trading Symbol: ZVIA (New York Stock Exchange).
Material Changes
On August 12, 2025, Zevia PBC and its wholly-owned subsidiary, Zevia LLC, entered into an Equity Distribution Agreement with Piper Sandler & Co. This agreement establishes an "at the market" offering program allowing the Company to sell shares of its Class A common stock from time to time. The filing does not disclose material changes to prior period financial results.
Guidance, Outlook, and Use of Proceeds
Use of Proceeds: The Company plans to use net proceeds for the following purposes:
- Purchase of newly issued Class A units of Zevia LLC at per-unit prices equal to the per-share prices paid for Common Stock in the Offering.
- Investments in marketing and sales.
- Growth through acquisitions of businesses or assets.
- General corporate purposes, including working capital and capital expenditures.
Flexibility: The Company has no obligation to sell any shares under the agreement and may suspend or terminate the offering at any time.
Investor Verification Checklist
- Verify the current market price of ZVIA to assess potential dilution from the $20 million offering.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific termination rights and conditions.
- Confirm the status of the shelf registration statement (Form S-3, No. 333-285266) referenced in the filing.
- Monitor future filings for actual sales volumes and proceeds raised under this agreement.