Common Stock, $0.001 par value
- Symbol
- BUDA
- Exchange
- NYSEAMER
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 5.02, 7.01, 9.01 · 8-K
Buda Juice, Inc.
BUDANYSE_AMERICANEQUITYCurrent
Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. In connection with the initial public offering (the “ Offering ”) of the common stock, par value $0.001 per share, of Buda Juice, Inc.…
Registered securities in this filing
Buda Juice, Inc. · 8-K · Filed 2026-01-09
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
In
connection with the initial public offering (the “ Offering ”) of the common stock, par value $0.001 per share, of Buda
Juice, Inc. (the “ Company ”), described in the prospectus (the “ Prospectus ”), dated January 7, 2026,
filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which Prospectus
is deemed to be part of the Registration Statement on Form S-1, as amended (File No. 333-289874), the Company entered into an Underwriting
Agreement (“ Underwriting Agreement ”), dated January 7, 2026, with Public Ventures, LLC (d/b/a MDB CAPITAL) (“ MDB ”)
as representative of the underwriters named therein, for the offer and sale of 2,666,667 shares of the Company’s common stock at
a public offering price of $7.50 per share for gross proceeds of $20 million, before deducting underwriting discounts and other related
expenses. The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The terms of the Underwriting
Agreement are substantially the same as the terms set forth in the form of such agreement previously filed as an exhibit to the Registration
Statement and as described therein.
Pursuant
to the Underwriting Agreement, as partial compensation for their services, the Company issued to the underwriters on the closing date
of the Offering (the “ Closing Date ”), warrants (the “ Underwriter Warrants ”) to purchase an aggregate
of 266,667 shares of our common stock, representing 10% of the aggregate number of shares of Common Stock sold by the Company in this
Offering. The Underwriter Warrants will be exercisable, in whole or in part, commencing on July 7, 2026, and expiring on January 7, 2031,
at an initial exercise price per share of common stock of $9.375, which is equal to 125% of the Offering price. The terms of the Underwriter
Warrant are substantially the same as the terms set forth in the form of such warrant which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 7, 2026, the Company adopted the Buda Juice, Inc. 2025 Equity Incentive Plan (the “ 2025 Plan ”) The 2025 plan
will permit the grant of a variety of equity-based and cash-based awards to eligible employees, directors, and consultants, with the
goal of attracting, motivating, and retaining individuals who will contribute to the Company’s long-term success as a public company.
The terms of the 2025 Plan are substantially the same as those previously disclosed in the Registration Statement and described therein.
The
foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the complete
text of the 2025 Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
January 7, 2026, we issued a press release announcing the pricing of the Offering. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1. On January 8, 2026, we issued a press release announcing the commencement of trading of our comment
stock on NYSE American. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.
The
information set forth in Item 7.01, including Exhibits 99.1 and 99.2, 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Filed exhibits (3)
Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) PUBLIC VENTURES LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF PUBLIC VENTURES LLC, OR OF ANY UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO July 7, 2026 [ THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING ]. VOID AFTER 5:00 P.M., EASTERN TIME, January 7, 2031 [ THE DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING ]. WARRANT TO PURCHASE COMMON STOCK BUDA JUICE, INC. Warrant Shares: 266,667 Initial Exercise Date: July 7, 2026 THIS WARRANT TO PURCHASE COMMON STOCK (the “ Warrant ”) certifies that, for value received, Public Ventures, LLC or its assigns (the “ Holder ”) is entitled, upon the terms and subject …
Open exhibit ↗Exhibit 99.1 Buda Juice Announces Pricing of $20 Million Initial Public Offering Shares Expected to Begin Trading on the NYSE American Exchange on January 8, 2026, under Ticker Symbol “BUDA” DALLAS, Jan. 07, 2026 (GLOBE NEWSWIRE) - Buda Juice, Inc., pioneer of the new UltraFresh™ juice category for the supermarket fresh produce department with its cold-crafted, UltraFresh™ citrus juices, today announced the pricing of its initial public offering (the “Offering”) of 2,666,667 shares of its common stock at the public offering price of $7.50 per share for a total of $20,000,000 of gross proceeds to the Company, before deducting underwriting discounts and offering expenses (the “Offering”). In addition, the Company has granted a 45-day option to the underwriter to purchase up to 400,000 additional shares, representing 15% of the shares sold in the Offering, solely to cover over-allotments, if any, at the initial public offering price, less underwriting discounts and commissions. All of the shares are being offered by the Company. Buda Juice expects shares to begin trading on the NYSE American exchange on January 8, 2026, under the ticker symbol “BUDA”. The offering is expected to …
Open exhibit ↗Exhibit 99.2 Buda Juice Commences Trading on NYSE American Exchange UltraFresh™ Beverage Category Pioneer Begins Regular Way Trading under Ticker Symbol “BUDA” DALLAS, Jan. 08, 2026 (GLOBE NEWSWIRE) - Buda Juice, Inc. (NYSE American: BUDA), $BUDA, pioneer of the new UltraFresh™ juice category for the supermarket fresh produce department with its cold-crafted, UltraFresh™ citrus juices, today announced that its common shares began trading on the NYSE American exchange today, January 8, 2026, under the ticker symbol “BUDA.” About Buda Juice, Inc Buda Juice is pioneering the UltraFresh™ juice category through an end-to-end cold chain platform that delivers always-cold, freshly crafted juices, lemonades, and wellness shots to grocery retailers. We provide a turnkey alternative to shelf-stable beverages and in-store juicing, enabling retailers to offer truly fresh juices without added infrastructure or operational complexity. Our continuous 35°F cold chain from fruit to shelf delivers clean-label products with an 8 to 12-day shelf life that preserves authentic taste and nutrient quality while enabling efficient retail distribution. Buda Juice is expanding its branded portfolio, en…
Open exhibit ↗