Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 03 2023 - 8:38AM
Edgar (US Regulatory)
FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated July
3, 2023
Commission
File Number 1-15148
BRF
S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s
Name)
8501,
Av. das Naçoes Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
(Address of principal executive
offices) (Zip code)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F x
Form 40-F o
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by
check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o
No x
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
*
* *
This material
includes certain forward-looking statements that are based principally on current expectations and on projections of future events
and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.
These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could
cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking
statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes
no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and
uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those
described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors”
in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
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, thereunto duly authorized.
Date: July 3, 2023 |
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BRF S.A. |
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By: |
/s/ Fabio Luis Mendes Mariano |
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Name: |
Fabio Luis Mendes Mariano |
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Title: |
Chief Financial and Investor Relations Officer
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EXHIBIT INDEX
BRF S.A.
Publicly-Held Company
CNPJ No. 01.838.723/0001-27
NIRE 42.300.034.240
NOTICE TO THE MARKET
News published in the newspaper
“Valor Econômico”
BRF S.A. (“Company”)
(B3: BRFS3; NYSE: BRFS), hereby presents clarifications requested by Official Letter No. 193/2023/CVM/SEP/GEA-2 issued by the Brazilian
Securities and Exchange Commission (“CVM”) dated June 30, 2023, referring to the news published in the newspaper “Valor
Econômico”, on the same date, regarding the potential public offering for the distribution of shares issued by the Company,
attached to this notice.
As disclosed by the Company in a material
fact dated May 31, 2023, the Company received investment commitments from Saudi Agricultural and Livestock Investment Company and Marfrig
Global Foods S.A. totaling up to R$4.5 billion, to be carried out within the scope of an eventual and future primary public offering of
shares issued by the Company, to be registered at the CVM, pursuant to CVM Resolution No. 160, of July 13, 2022, under the automatic registration
rite ("Offering"), subject to compliance with certain conditions.
Among the conditions for such investment
commitments, as also disclosed in the material fact dated of May 31, 2023, prior to the launch of the Offering, the Company's shareholders
must have approved the exclusion of article 41 of the Company's Bylaws, which provides the obligation to make a public offering for the
acquisition of shares as a result of the acquisition of a significant stake in the Company's shares. The Company's Extraordinary General
Meeting ("EGM") that will deliberate about this matter was regularly called on June 1, 2023 and is scheduled to take
place on July 3, 2023.
Thus, the Company clarifies that, on this
date, there is no precise and concrete information regarding the timeline of the Offering, since the implementation of the Offering is
conditional on corporate approvals that are not yet obtained, including the approval of the matters to be deliberated by the Company's
shareholders at the EGM, i.e. the increase of the authorized capital limit, with the consequent amendment of the caput of article
7 of the Company's Bylaws and the exclusion of article 41 of the Bylaws, and the approval of the launch of the Offering by the Company's
Board of Directors. Furthermore, the actual launch of the Offering depends on market conditions, which are beyond the Company's control.
The Company hereby reinforces its commitment
to broad transparency and informs that it will keep its shareholders and the market informed of any relevant updates regarding this matter.
São Paulo, July 3, 2023.
Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
BRF (PK) (USOTC:BRFFF)
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