Item 8.01. Other Events.

On May 3, 2022, Freshpet, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Jefferies LLC and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the "Underwriters"), to issue and sell 4,320,988 shares of its common stock (or 4,969,136 shares if the Underwriters exercise their option in full). The transaction closed on May 6, 2022, with the Underwriters purchasing 4,320,988 shares from the Company, with net proceeds to the Company (excluding offering expenses) of approximately $337.75 million. The shares were issued and sold pursuant to the Company's registration statement on Form S-3 (File No. 333-236614), filed with the SEC on February 25, 2020, the base prospectus therein and the accompanying prospectus supplement, dated May 3, 2022. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.

The Company intends to use the net proceeds from the offering for general corporate purposes. General corporate purposes may include capital expenditures, including funding the continued development of its Freshpet Kitchens South and Freshpet Kitchens Ennis, additions to working capital, investments in its subsidiaries, and repayment of indebtedness, among other things.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this current report and incorporated herein by reference.

Kirkland and Ellis LLP has issued an opinion, dated May 6, 2022, to the Company regarding certain legal matters with respect to the offering of the shares of common stock, a copy of which is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.                           Description of Exhibit

              Underwriting Agreement, dated May 3, 2022, by and among Freshpet, Inc.
    1.1       and BofA Securities Inc., Jefferies LLC and Truist Securities, Inc., as
              representatives of the underwriters.
    5.1       Opinion of Kirkland & Ellis LLP.
   23.1       Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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