UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2026
Buda Juice, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-43043 | 46-4069365 | ||
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
4030 Black Gold Drive,
Dallas, Texas 75247
(Address of principal executive offices)
Registrant’s telephone number, including area code: (214) 308-5003
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | BUDA | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On January 21, 2026, Buda Juice, Inc. (the “Company”) issued a press release announcing the exercise of the over-allotment option granted to the underwriters of its initial public offering (the “Initial Public Offering”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information set forth in Item 7.01, including Exhibits 99.1, 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.
Item 8.01. Other Events.
In connection with the previously reported Initial Public Offering of the Company’s common stock, par value $0.001 per share, on January 21, 2026, Public Ventures, LLC (d/b/a MDB CAPITAL) (“MDB”) exercised the over-allotment option in full, pursuant to the underwriting agreement, dated January 7, 2026, with MDB. As a result of the exercise of the over-allotment option, the Company received additional gross proceeds of $2,999,992.50 for the 399,999 shares of common stock, before underwriting discounts, commissions, and offering expenses.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 99.1 | Press Release of Buda Juice, Inc. entitled “Buda Juice Announces Full Exercise of Underwriters’ Over-Allotment Option in Connection with Initial Public Offering” dated January 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 21, 2026 | Buda Juice, Inc. | |
| By: | /s/ Horatio Lonsdale-Hands | |
| Name: | Horatio Lonsdale-Hands | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Buda Juice Announces Full Exercise of Underwriters’ Over-Allotment Option in Connection with Initial Public Offering
UltraFresh™ juice maker’s IPO demand supported full “green shoe” exercise, increasing gross proceeds to approximately $23.0 million
Dallas, TX, Jan. 22, 2026 – 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 the underwriter of its initial public offering (the “Offering”) has exercised in full its 15% over-allotment option, resulting in the issuance of an additional 399,999 shares of common stock. Including the over-allotment shares, Buda Juice sold a total of 3,066,666 shares of common stock at a public offering price of $7.50 per share, generating gross proceeds of approximately $23.0 million, before deducting underwriting discounts and offering expenses. The Offering has now closed. The Company’s shares began trading on the NYSE American exchange under the symbol “BUDA” on January 8, 2026.
Horatio Lonsdale-Hands, Chief Executive Officer and Co-Founder of Buda Juice, commented:
“The successful closing of our initial public offering, including the full exercise of the underwriters’ over-allotment option, marks a defining moment in Buda Juice’s evolution and reflects the confidence investors have in our UltraFresh platform, our disciplined operating model and the growing demand we see from both consumers and retail customers.
“We built Buda to solve a fundamental challenge in the beverage industry by delivering truly fresh juice at retail scale, and this milestone gives us the capital, visibility and flexibility to accelerate that vision. As a profitable business with a clear growth strategy, we are focused on extending our geographic reach, expanding our branded portfolio and scaling our white label platform in a way that we believe will drive sustainable, long term value creation for our shareholders. This milestone accelerates our ability to bring UltraFresh to more consumers, more retailers and more markets, and we believe it marks the beginning of a much larger growth story for Buda Juice.”
A Large Market Opportunity Ready for Disruption
Buda is addressing a large and growing opportunity within the U.S. juice and beverage market, which exceeds $55 billion annually. As consumers increasingly seek clean label, minimally processed products, the category has remained dominated by shelf stable and heavily processed offerings. Buda believes this disconnect has created a meaningful opportunity for a truly fresh alternative designed specifically for grocery retail environments.
With a proven, profitable operating model and strong retail validation, the Company believes it is well positioned to help redefine how fresh juice is produced, merchandised and scaled.
A Clear and Defensible Differentiation in Fresh
Unlike products labeled as fresh that rely on pasteurization, expensive high pressure processing or extended shelf life techniques, Buda delivers UltraFresh products through a continuous 35°F cold chain from fruit to shelf. This approach preserves authentic taste and nutrient quality while providing an 8 to 12 day shelf life that fits seamlessly into existing retail distribution models.
Buda products are merchandised in the fresh produce section, where consumers already expect freshness and quality. Placement alongside fresh fruits and vegetables reinforces the UltraFresh positioning, engages health focused shoppers and allows retailers to leverage existing produce department infrastructure and labor. This strategic placement differentiates Buda Juice from traditional refrigerated and shelf stable beverages and supports strong product velocity without adding operational complexity.
Positioned for the Next Phase of Growth
With the completion of its initial public offering, Buda plans to accelerate its growth strategy by expanding distribution of its branded products, entering new geographic markets and scaling its white label platform with retail customers. Buda believes its UltraFresh cold chain platform provides a strong foundation to grow efficiently while maintaining the quality and freshness that define the brand.
MDB Capital acted as the underwriter of the offering.
A registration statement on Form S-1 (File No. 333-289874) (the “Registration Statement”) relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on January 7, 2026. The Offering was made only by means of a prospectus, forming part of the effective registration statement. A copy of the final prospectus related to and describing the terms of the Offering may be obtained from MDB Capital, 14135 Midway Road, Suite G-150, Addison, TX 75001, or via email at community@mdb.com or telephone at (945) 262-9010. In addition, the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Buda Juice
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, safe juice 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, entering new geographic markets and scaling a growing white-label platform that delivers meaningful cost savings and fresh category differentiation for retail customers.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are not historical facts and include statements regarding the company’s plans, objectives, expectations and intentions. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. Many such risks and uncertainties are beyond the control of the company, including those discussed in the Risk Factors section of the company’s registration statement for the initial public offering, which is available on the SEC’s website, www.sec.gov. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Investor/Press Contact:
Brian S. Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR - Chicago
(346) 396-8696 (o)
brian@haydenir.com
www.haydenir.com