Item 1.01. Entry into a Material Definitive Agreement.
On May 9, 2023, B&G Foods filed a prospectus
supplement with the Securities and Exchange Commission (SEC) under which we may offer and sell up to 10,000,000 shares of our common stock
from time to time through an “at-the-market” (ATM) equity offering program. The timing and amount of any sales will be determined
by a variety of factors considered by B&G Foods. We intend to use the net proceeds from any sales of our common stock under the
ATM offering for general corporate purposes, which could include, among other things, repayment, refinancing, redemption or repurchase
of long-term debt or possible acquisitions.
In connection with the ATM offering, B&G Foods
has entered into an ATM equity offering sales agreement, dated as of May 9, 2023, with BofA Securities, Inc., Barclays Capital
Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Capital One
Securities, Inc., JMP Securities LLC, Rabo Securities USA, Inc. and TD Securities (USA) LLC, as sales agents. Pursuant to the
sales agreement, the sales agents may sell the shares of B&G Foods common stock by any lawful method deemed to be an “at-the-market
offering” defined by Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales in
ordinary brokers’ transactions, including to or through the New York Stock Exchange or any other market venue where the shares may
be traded, in privately negotiated transactions, which may include block trades, as otherwise agreed by B&G Foods and any sales
agent, or through a combination of any such methods of sale, or any other method permitted by law. Under the sales agreement, the sales
agents will be entitled to compensation of up to 2.00% of the gross proceeds from the sale of shares sold through such sales agents. Sales
may be made at market prices prevailing at the time of a sale, at prices related to prevailing market prices or at negotiated prices.
As a result, sales prices may vary. The sales agreement may be terminated for any reason, at any time, by either B&G Foods or a sales
agent, as to itself, as provided in the sales agreement.
The shares sold under the sales agreement, if any,
will be offered, issued and sold pursuant to B&G Foods’ automatic shelf registration statement on Form S-3 (File No. 333-266708),
filed with the Securities and Exchange Commission on August 9, 2022, including the prospectus, dated August 9, 2022 and the
prospectus supplement, dated May 9, 2023, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933,
as amended.
The sales agreement contains customary representations
and warranties and indemnification obligations. The foregoing description of the sales agreement is not complete and is qualified in its
entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated
herein by reference.
A copy of the legal opinion and consent of Dechert
LLP, relating to the validity of the shares to be issued in the ATM offering, is filed as Exhibit 5.1 and 23.1, respectively, to
this report.