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Zevia PBC (ZVIA) Form 8-K — Oct 23, 2026

$ZVIAForm 8-KItems 1.01, 3.02, 3.03, 5.03, 7.01, 9.01Filed Oct 23, 2026, 3:27 PM ET0001437749-26-033400Original filing

Zevia PBC entered a Securities Purchase Agreement with Bubble Holdings, LLC, an affiliate of GP Investments, Ltd., for up to $20.0 million in Series A Senior Convertible Preferred Stock at $1,000 per share. The Initial Closing of $15.0 million (15,000 shares) closed October 22, 2026, with a $5.0 million second tranche conditioned on FY2026 net sales of at least $172.5 million and Adjusted EBITDA of at least negative $3.0 million. The preferred stock carries a 6.00% cumulative dividend, an initial conversion price of $1.448 per share, and a conversion cap of 14,428,844 shares (19.99% of common stock).

Key figures

Interest Rate
6
Gross Proceeds
20000000
Offering Price
1000
Shares Offered
20000
Dividend rate
6.00% per annum, compounding quarterly
Conversion cap
14,428,844 shares (19.99% of common stock)
Conversion price
$1.448 per share
Board size increased to
8
Initial closing proceeds
$15.0 million
Deferred closing proceeds
$5.0 million
Net debt redemption trigger
greater of $20.0 million or 3.00x Total Net Leverage Ratio
Tranche2 net sales condition
$172.5 million minimum FY2026 net sales
Investor redemption multiplier
1.5x Original Issuance Price
Tranche2 adjusted ebitda condition
no less than negative $3.0 million

AI analysis

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