Current Report Filing (8-k)
May 24 2017 - 6:05AM
Edgar (US Regulatory)
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): May 18, 2017
New
Age Beverages Corporation
(State
or other jurisdiction of incorporation)
Washington
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333-215267
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27-2432263
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(State
or other jurisdiction
of incorporation)
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(Commission
file Number)
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(IRS
Employer
Identification No.)
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1700
East 68
th
Avenue, Denver, CO
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80229
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(303) 289-8655
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Forward-Looking
Statements
This
Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking
statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use
of words such as “expects,” “plans,” “will,” “forecasts,” “projects,”
“intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they
do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results
and product and development programs. One must carefully consider any such statement and should understand that many factors could
cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad
variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can
be guaranteed and actual future results may vary materially.
Information
regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available
to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes
of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors
of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future
market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking
statement. As a result, investors should not place undue reliance on these forward-looking statements.
Item
1.01 Entry into a Material Definitive Agreement.
On
May 18, 2017, New Age Beverages Corporation, a Washington corporation (“we” or the “Company”), entered
into an Asset Purchase Agreement (the “Agreement”) whereby the Company acquired substantially all of the operating
assets of Premier Micronutrient Corporation, a subsidiary of PMC Holdings, Inc. (“PMC”), which is a company engaged
in the business of developing, manufacturing, selling and marketing micronutrient products and formulations (the “Acquisition”).
On May 23, 2017 (the “Closing Date”), the parties executed the Bill of Sale and Assignment and Assumption Agreement
for the Acquisition.
Upon
the Closing Date, the Company received substantially all of the operating assets of PMC, consisting of inventory, accounts receivable,
fixed assets and intellectual property in exchange for a purchase price of 1,200,000 shares of the Company’s common stock.
The Company also agreed to assume various accounts payable and accrued liabilities of PMC. The shares of Common Stock to
be issued pursuant to the Acquisition will be restricted under Rule 144. The Acquisition was subject to customary closing conditions.
A copy of Asset Purchase Agreement dated May 18, 2017, as well as the exhibits executed on May 23, 2017 are included as Exhibit
10.1 hereto.
The
Company intends to file financial statements of PMC in an amendment to this Current Report on Form 8-K no later than 71 days from
the Closing Date. The foregoing description of the Acquisition and related transactions does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Asset Purchase Agreement and incorporated exhibits, which is
filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
The
shares of our Common Stock to be issued in connection with the Acquisition will not be registered under the Securities Act, and
will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”). Certificates representing these shares will contain a legend stating the restrictions
applicable to such shares.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
The
securities described above will be issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
10.1
Asset Purchase Agreement and Exhibits
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.
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NEW AGE BEVERAGES CORPORATION
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Date:
May 23, 2017
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By:
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/s/
Brent Willis
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Brent
Willis, Chief Executive Officer
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