Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-219341
The
information in this preliminary prospectus supplement, relating to
an effective registration statement under the Securities Act of
1933, as amended, is not complete and may be changed. This
preliminary prospectus supplement and the accompanying prospectus
are not an offer to sell these securities and we are not soliciting
an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
PRELIMINARY PROSPECTUS SUPPLEMENT
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SUBJECT TO COMPLETION
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DATED NOVEMBER 8, 2018
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(To
the Prospectus dated October 16, 2017)
Shares
Common
Stock
We are offering
shares of our common stock, par value $0.001 per share, pursuant to
this prospectus supplement and the accompanying
prospectus.
Our common stock is
listed on the Nasdaq Capital Market under the symbol
“NBEV.” On November 7, 2018 the last reported sale
price of our common stock on the Nasdaq Capital Market was $5.08
per share.
Investing
in our common stock involves a high degree of risk. See “Risk
Factors” beginning on page S-4 of this prospectus for a
discussion of information that should be considered in connection
with an investment in our common stock.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Public offering
price
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$
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$
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Underwriting
discounts and commissions
(1)
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$
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$
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Proceeds, before
expenses, to us
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$
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$
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(1) See
“Underwriting” for a description of compensation
payable to the underwriters.
We have granted a
45-day option to the representatives of the underwrites to purchase
up to additional shares of common stock solely to cover
over-allotments, if any.
The underwriters
expect to deliver our shares to purchasers in the offering on or
about
, 2018.
Joint Book-Running
Managers
Roth Capital
Partners
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A.G.P.
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November
, 2018
TABLE
OF CONTENTS
PROSPECTUS SUPPLEMENT
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Page
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ABOUT THIS
PROSPECTUS SUPPLEMENT
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S-1
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PROSPECTUS
SUPPLEMENT SUMMARY
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S-2
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RISK
FACTORS
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S-4
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SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
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S-6
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USE OF
PROCEEDS
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S-7
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CAPITALIZATION
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S-7
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DILUTION
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S-8
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DIVIDEND
POLICY
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S-8
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UNDERWRITING
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S-9
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LEGAL
MATTERS
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S-16
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EXPERTS
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S-16
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WHERE YOU CAN FIND
MORE INFORMATION
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S-16
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INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
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S-16
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ACCOMPANYING PROSPECTUS
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Page
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ABOUT THIS
PROSPECTUS
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1
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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1
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ABOUT NEW AGE
BEVERAGES CORPORATION
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2
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RISK
FACTORS
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2
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USE OF
PROCEEDS
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2
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DESCRIPTION OF
COMMON STOCK
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3
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DESCRIPTION OF
PREFERRED STOCK
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3
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DESCRIPTION OF
WARRANTS
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3
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DESCRIPTION OF
UNITS
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4
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PLAN OF
DISTRIBUTION
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5
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LEGAL
MATTERS
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6
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EXPERTS
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6
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WHERE YOU CAN FIND
MORE INFORMATION
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6
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INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
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7
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ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is
part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, using a “shelf”
registration process and consists of two parts. The first part is
the prospectus supplement, including the documents incorporated by
reference herein, which describes the specific terms of this
offering. The second part, the accompanying prospectus, including
the documents incorporated by reference therein, provides more
general information. In general, when we refer only to the
prospectus, we are referring to both parts of this document
combined. Before you invest, you should carefully read this
prospectus supplement, the accompanying prospectus, all information
incorporated by reference herein and therein, as well as the
additional information described under the
heading “Where You Can Find More
Information.” These documents contain information you
should carefully consider when deciding whether to invest in our
common stock.
This prospectus
supplement may add, update or change information contained in the
accompanying prospectus. To the extent there is a conflict between
the information contained in this prospectus supplement and the
accompanying prospectus, you should rely on information contained
in this prospectus supplement, provided that if any statement in,
or incorporated by reference into, one of these documents is
inconsistent with a statement in another document having a later
date, the statement in the document having the later date modifies
or supersedes the earlier statement. Any statement so modified will
be deemed to constitute a part of this prospectus only as so
modified, and any statement so superseded will be deemed not to
constitute a part of this prospectus.
You should rely
only on the information contained in this prospectus supplement,
the accompanying prospectus, any document incorporated by reference
herein or therein, or any free writing prospectuses we may provide
to you in connection with this offering. Neither we nor the
underwriters has authorized anyone to provide you with any
different information. We take no responsibility for, and can
provide no assurance as to the reliability of, any other
information that others may provide to you. The information
contained in this prospectus supplement, the accompanying
prospectus, and in the documents incorporated by reference herein
or therein is accurate only as of the date such information is
presented. Our business, financial condition, results of operations
and prospects may have changed since that date.
This prospectus
supplement and the accompanying prospectus do not constitute an
offer to sell or the solicitation of an offer to buy any securities
other than the shares of common stock to which it relates, nor do
this prospectus supplement and the accompanying prospectus
constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such
jurisdiction.
Securities offered
pursuant to the registration statement to which this prospectus
supplement relates may only be offered and sold if not more than
three years have elapsed since October 16, 2017, the initial
effective date of the registration statement, subject to the
extension of this period in compliance with applicable SEC
rules.
We note that the
representations, warranties and covenants made by us in any
agreement that is filed as an exhibit to any document that is
incorporated by reference herein were made solely for the benefit
of the parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreement, and
should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties or covenants
were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on
as accurately representing the current state of our
affairs.
Unless
the context otherwise requires, references to “we,”
“our,” “us,” “New Age
Beverages” or the “Company” in this prospectus
mean New Age Beverages Corporation, a Washington corporation, on a
consolidated basis with its wholly-owned subsidiaries, as
applicable.
PROSPECTUS
SUPPLEMENT SUMMARY
The following is a summary of selected information contained
elsewhere or incorporated by reference. It does not contain all of
the information that you should consider before buying our
securities. You should read this prospectus in its entirety,
including the information incorporated by reference
herein.
Company
Overview
We are a Colorado-based healthy beverage company
engaged in the development and commercialization of a portfolio of
organic, natural and other better-for-you healthy beverages. We
market a full portfolio of Ready-to-Drink better-for-you beverages
including competitive offerings in the kombucha, tea, coffee,
functional waters, relaxation drinks, energy drinks, rehydrating
beverages, and functional medical beverage segments. We
differentiate our brands through superior functional performance
characteristics and ingredients and offer products that are 100%
organic and natural, with no high-fructose corn syrup,
no-genetically modified organisms, no preservatives, and only
natural flavors, fruits, and ingredients. We are one of the top
60
largest non-alcoholic
beverage companies in the world, and one of the largest healthy
beverage companies. Our goal is to become the world’s leading
healthy beverage company, with leading brands for consumers,
leading growth for retailers and distributors, and leading return
on investment for shareholders. Our target market is health
conscious consumers, who are becoming more interested and better
educated on what is included in their diets, causing them to shift
away from less healthy options such as carbonated soft drinks or
other high caloric beverages and towards alternative beverages
choices. Consumer awareness of the benefits of healthier lifestyles
and the availability of heathier beverages is rapidly accelerating
worldwide, and New Age is capitalizing on that
shift.
Recent Development
In September and
October 2018, we sold an aggregate of 8,088,565 shares of common
stock for aggregate gross proceeds of approximately of $37,533,954
under our At the Market Offering Agreement with Roth Capital
Partners, LLC.
Preliminary Financial Results
Our
consolidated financial statements for the three and nine months
ended September 30, 2018 are not yet available. The data presented
below reflects our preliminary estimates based solely upon
information available to us as of the date of this prospectus, and
is not a comprehensive statement of our financial results or
position as of September 30, 2018. Accordingly, we have
presented a range rather than a specific amount for the preliminary
financial results we present below primarily because such results
are subject to the completion of our closing procedures. You should
not place undue reliance upon our preliminary estimates. For
example, during the course of the preparation of our financial
statements and related notes for the three and nine months ended
September 30, 2018, additional items that would require material
adjustments to be made to the preliminary estimated financial
information presented below may be identified. There can be no
assurance that these estimates will be realized, and estimates are
subject to risks and uncertainties, many of which are not within
our control. See “Special Note Regarding Forward-Looking
Statements.” As a result, these preliminary results may
differ from the actual results that will be reflected in our
consolidated financial statements when they are
completed.
For the three months ended September 30, 2018, we expect to report
net revenue in the range of $13.1 to $13.3 million. We also
expect to report a net loss in the range of $3.4 to $3.6 million
for the three months, and cash and cash equivalents of
approximately $28.6 million as of September 30,
2018.
Corporate
Information
Our
principal executive offices are located at 1700 E.
68th Avenue, Denver, CO 80229, and our phone number is (303)
289-8655. Our corporate website address is www.newagebev.com. The
information contained on, connected to or that can be accessed via
our website is not part of this prospectus. We have included our
website address in this prospectus as an inactive textual reference
only and not as an active hyperlink.
The
Offering
The following summary contains basic information about our common
stock and the offering and is not intended to be complete. It does
not contain all of the information that may be important to you.
For a more complete understanding of our common stock, you should
read the section entitled “Description of Capital
Stock.”
Issuer
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New Age Beverages
Corporation
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Securities offered by us
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shares
of common stock (or shares if
the underwriters exercise their option to purchase additional
shares in full)
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Common
stock to be outstanding after this offering
(1)
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shares
of common stock (or shares if the
underwriters exercise their option to purchase additional shares in
full)
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Over-allotment option
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We have granted the
underwriters a 45-day option to purchase up
to additional
shares of common stock (equal to 15% of the common stock sold in
the offering) solely to cover over-allotments, if any.
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Use of proceeds
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We intend to use
the net proceeds from this offering, for working capital and
potential acquisitions. See “Use of Proceeds” beginning
on page S-6 of this prospectus
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Nasdaq symbol of common stock
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“NBEV”
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Risk factors
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An investment in
our common stock involves substantial risks. You should read
carefully the “Risk Factors” included and incorporated
by reference in this prospectus, including the risk factors
incorporated by reference from our filings with the
SEC.
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(1) The common
stock outstanding after the offering is based on approximately
57,993,124 shares of our common stock outstanding as of November 7,
2018 and excludes 1,611,415 shares of our common stock underlying
outstanding stock options with a weighted average exercise price of
$1.96 per share.
Except as otherwise
indicated, all information in this prospectus supplement assumes no
exercise by the underwriters of the over-allotment
option.
RISK
FACTORS
Before making an investment decision, you
should carefully consider the risks described below and discussed
in the section titled “Risk Factors” in our most recent
Annual Report on Form 10-K, as well as the risks, uncertainties and
additional information set forth in our SEC reports on Forms 10-K,
10-Q and 8-K and in other documents incorporated by reference in
this prospectus as updated by our subsequent filings under the
Securities Exchange Act of 1934, as amended, or the Exchange Act.
Our business, financial condition or results of operations could be
materially adversely affected by any of these risks, and you may
lose all or part of your investment.
Risks
Related to This Offering
You will incur immediate and substantial dilution as a result of
this offering.
After giving effect
to the sale by us
of shares
offered in this offering at the public offering price of
$ per share, and after deducting
underwriter’s commission and estimated offering expenses
payable by us, investors in this offering can expect an immediate
dilution of $ per share. See
“Dilution.”
Management will have broad discretion as to the use of the proceeds
from this offering, and may not use the proceeds
effectively.
Our management will
have broad discretion in the application of the net proceeds from
this offering and could spend the proceeds in ways that may not
improve our results of operations or enhance the value of our
common stock. Our failure to apply these funds effectively could
have a material adverse effect on our business and cause the price
of our common stock to decline.
You may experience future dilution as a result of future equity
offerings.
In order to raise
additional capital, we may in the future offer additional shares of
our common stock or other securities convertible into or
exchangeable for our common stock. We cannot assure you that we
will be able to sell shares or other securities in any other
offering at a price per share that is equal to or greater than the
price per share paid by investors in this offering, and investors
purchasing our shares or other securities in the future could have
rights superior to existing stockholders. The price per share at
which we sell additional shares of our common stock or other
securities convertible into or exchangeable for our common stock in
future transactions may be higher or lower than the price per share
in this offering.
Our shares of common stock are from time to time thinly-traded, so
stockholders may be unable to sell at or near ask prices or at all
if they need to sell shares to raise money or otherwise desire to
liquidate their shares.
Our
common stock has from time to time been “thinly
traded,” meaning that the number of persons interested in
purchasing our common stock at or near ask prices at any given time
may be relatively small or non-existent. This situation is
attributable to a number of factors, including the fact that we are
a small company that is relatively unknown to stock analysts, stock
brokers, institutional investors and others in the investment
community that generate or influence sales volume, and that even if
we came to the attention of such persons, they tend to be
risk-averse and would be reluctant to follow an unproven company
such as ours or purchase or recommend the purchase of our shares
until such time as we became more seasoned and viable. As a
consequence, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as
compared to a seasoned issuer that has a large and steady volume of
trading activity that will generally support continuous sales
without an adverse effect on share price. We cannot give
stockholders any assurance that a broader or more active public
trading market for our common stock will develop or be sustained,
or that current trading levels will be sustained.
Resales of our common stock in the public market during this
offering by our stockholders may cause the market price of our
common stock to fall.
This
issuance of shares of common stock in this offering could result in
resales of our common stock by our current stockholders concerned
about the potential dilution of their holdings. In turn, these
resales could have the effect of depressing the market price for
our common stock.
We have not paid dividends in the past and do not expect to pay
dividends in the future on our common stock.
We have never paid
cash dividends on our common stock and do not anticipate paying
cash dividends in the foreseeable future. The payment of dividends
on our common stock will depend on earnings, financial condition,
debt covenants in place, and other business and economic factors
affecting us at such time as our board of directors may consider
relevant. If we do not pay dividends, our common stock may be less
valuable because a return on a stockholders’ investment will
only occur if our stock price appreciates.
Certain of our shareholders possess piggy-back and demand
registration rights with respect to securities of the Company they
hold. We have not received a formal waiver from such
shareholders with respect to this, or prior, offerings and, as a
result, such shareholders could claim that we violated our
obligations to them with respect their registration
rights.
In
June 2017, we granted piggy-back and demand registration rights to
certain holders of our securities in connection with the
acquisition of certain assets of Marley Beverage Company, LLC. As a
result, these holders have the right to require us to prepare and
file a registration statement with the SEC to register their shares
of the Company for resale and to also include their shares in any
registration statement filed by the Company. To date, we have
not registered any of these shares and have not included these
shares for resale on the accompanying prospectus and have not
received a waiver from the shareholders in connection with such
non-inclusion. As a result, these shareholders could claim we
violated our registration rights obligations with respect to their
shares.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by
reference in this prospectus include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Exchange
Act. These statements are based on our management’s beliefs
and assumptions and on information currently available to our
management. Such forward-looking statements include those that
express plans, anticipation, intent, contingency, goals, targets or
future development and/or otherwise are not statements of
historical fact
All
statements in this prospectus and the documents and information
incorporated by reference in this prospectus that are not
historical facts are forward-looking statements. We may, in some
cases, use terms such as “anticipates,”
“believes,” “could,”
“estimates,” “expects,”
“intends,” “may,” “plans,”
“potential,” “predicts,”
“projects,” “should,” “will,”
“would” or similar expressions or the negative of such
items that convey uncertainty of future events or outcomes to
identify forward-looking statements.
Forward-looking
statements are made based on management’s beliefs, estimates
and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these
beliefs, estimates and opinions or other circumstances should
change, except as may be required by applicable law. Although we
believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.
USE
OF PROCEEDS
We intend to use
the net proceeds from this offering for working capital and
potential acquisitions. We may temporarily invest the net proceeds
in short-term, interest-bearing instruments or other
investment-grade securities. We have not determined the amount of
net proceeds to be used specifically for such purposes. As a
result, management will retain broad discretion over the allocation
of net proceeds.
CAPITALIZATION
The
following table sets forth our capitalization as of June 30,
2018:
●
on a pro forma basis to give effect to (i) our
sale of 8,200,000 shares of common stock in connection with our
public offering that closed on August 24, 2018, and our receipt of
the net proceeds therefrom, and (ii) our sale of an aggregate of
8,088,565
shares of common
stock pursuant to our At The Market Offering Agreement with Roth
Capital Partners, LLC, dated September 24, 2018 (the “Sales
Agreement”), and our receipt of the net proceeds
therefrom;
and
●
on
a pro forma, as adjusted basis to give further effect to the sale
of the shares in this offering at the public offering price of $
per share and after deducting underwriting
discounts and commissions and other estimated offering expenses
payable by us.
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Cash
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$
213,446
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46,240,768
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$
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Total
Liabilities
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17,510,849
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17,510,849
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17,510,849
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Stockholders’
equity:
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Preferred
Stock
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0
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0
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0
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Common
Stock
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39,926
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56,214
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Additional
paid-in-capital
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68,476,731
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113,504,261
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Accumulated
deficit
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(16,518,549
)
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(16,518,549
)
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(16,518,549
)
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Total
stockholders’ equity
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51,998,108
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97,041,926
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Total
capitalization
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69,508,957
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114,552,775
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You should read this table in conjunction with the
information contained in this prospectus supplement and the
accompanying prospectus and the information incorporated by
reference from our SEC filings, including our historical financial
statements and related notes included in each of those
reports.
The table above is
based on 39,925,781 shares of our common stock outstanding as of
June 30, 2018 and excludes as of such date 1,611,475 shares of our
common stock underlying outstanding stock options with a weighted
average exercise price of $1.96.
DILUTION
If
you purchase shares in this offering, your interest will be
immediately and substantially diluted to the extent of the
difference between the public offering price per share and the pro
forma, as adjusted net tangible book value per share of our common
stock after giving effect to this offering.
Our pro forma net tangible book value as of June
30, 2018 was $54,162,578
or
$0.96
per share of common
stock, based upon 56,214,346
outstanding shares, after giving effect to (i) our
sale of 8,200,000 shares of common stock under our public offering
that closed on August 24, 2018, and our receipt of the net proceeds
therefrom, and (ii) our sale of an aggregate of 8,088,565
shares of common stock pursuant to the
Sales Agreement, and our receipt of the net proceeds
therefrom.
After giving effect to the sale
of shares in this offering at
the public offering price of $
per share, and after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us,
our pro forma, as adjusted net tangible book value at June 30, 2018
would have been approximately $
, or $
per share. This represents an immediate increase in pro forma net
tangible book value of approximately $ per share to our
existing stockholders, and an immediate dilution of $
per share to investors purchasing shares in the
offering.
Dilution
in pro forma net tangible book value per share represents the
difference between the amount per share paid by purchasers of our
common stock in this offering and the pro forma, as adjusted net
tangible book value per share of our common stock immediately after
this offering.
The
following table illustrates the per share dilution to investors
purchasing shares in the offering:
Public offering
price per share
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$
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Historical net
tangible book value per share as of June 30, 2018
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$
0.20
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Increase in net
tangible book value per share attributable to pro forma
adjustments
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$
0.76
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Pro forma net
tangible book value per share as of June 30, 2018
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0.96
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Increase in net
tangible book value per share attributable to this
offering
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$
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Pro forma, as
adjusted net tangible book value per share after this
offering
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$
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Dilution in pro
forma net tangible book value per share to new
investors
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$
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The
information above assumes that the underwriters do not exercise
their over-allotment option. If the underwriters exercise their
over-allotment option in full, the pro forma, as adjusted net
tangible book value will increase to $ per
share, representing an immediate increase to existing stockholders
of $ per share and an immediate dilution of
$ per share to new investors. If we issue any shares
upon exercise of outstanding options, new investors will experience
further dilution.
The above
discussion and table are based on 39,925,781 shares of our common
stock outstanding as of June 30, 2018 and excludes as of such date
1,611,475 shares of our common stock underlying outstanding stock
options with a weighted average exercise price of
$1.96.
DIVIDEND
POLICY
We do not currently
anticipate declaring or paying cash dividends on our capital stock
in the foreseeable future. We currently intend to retain all of our
future earnings, if any, to finance the operation and expansion of
our business. Any future determination relating to our dividend
policy will be made at the discretion of our board of directors and
will depend on a number of factors, including future earnings,
capital requirements, future prospects, and other factors that our
board of directors may deem relevant.
UNDERWRITING
Roth Capital
Partners, LLC and A.G.P./Alliance Global Partners are acting as the
representatives of the underwriters of the offering. We have
entered into an underwriting agreement, dated
November , 2018 with the representatives. Subject
to the terms and conditions of the underwriting agreement, we have
agreed to sell to each underwriter named below and each underwriter
named below has severally agreed to purchase, at the public
offering price less the underwriting discounts and commissions set
forth on the cover page of this prospectus supplement, the number
of shares of common stock listed next to its name in the following
table:
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Number of Shares of Common Stock
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Roth Capital
Partners, LLC
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A.G.P./Alliance
Global Partners
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Total
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The underwriters
are committed to purchase all the shares of common stock offered by
us other than those covered by the option to purchase additional
shares described below. The obligations of the underwriters may be
terminated upon the occurrence of certain events specified in the
underwriting agreement. Furthermore, pursuant to the underwriting
agreement, the underwriters’ obligations are subject to
customary conditions, representations and warranties contained in
the underwriting agreement, such as receipt by the underwriters of
officers’ certificates and legal opinions.
We have agreed to
indemnify the underwriters against specified liabilities, including
liabilities under the Securities Act, and to contribute to payments
the underwriters may be required to make in respect thereof. The
underwriters are offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of
legal matters by their counsel and other conditions specified in
the underwriting agreement. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject
orders in whole or in part.
The underwriters
propose to offer the shares of common stock offered by us to the
public at the public offering price set forth on the cover of this
prospectus supplement. In addition, the underwriters may offer some
of the shares of common stock to other securities dealers at such
price less a concession of $ per share of common stock. If
all of the shares of common stock offered by us are not sold at the
public offering price, the underwriters may change the offering
price and other selling terms by means of a further supplement to
this prospectus supplement.
We have granted the
underwriters an over-allotment option. This option, which is
exercisable for up to 45 days after the date of this prospectus
supplement, permits the underwriters to purchase a maximum of
additional shares from us to cover over-allotments, if any. If the
underwriters exercise all or part of this option, they will
purchase shares covered by the option at the public offering price
that appears on the cover page of this prospectus supplement, less
the underwriting discount. If this option is exercised in full, the
total price to the public will be approximately $
million and the total proceeds to us,
before expenses, will be approximately $
million.
Discounts and Commissions
. The
following table shows the public offering price, underwriting
discount and proceeds, before expenses, to us. The information
assumes either no exercise or full exercise by the underwriters of
their over-allotment option.
|
Per Share
of
Common
Stock
|
Total
Without
Over-allotment
|
Total
With
Over-allotment
|
Public offering
price
|
$
|
$
|
$
|
Underwriting
discounts and commissions (7%)
|
$
|
$
|
$
|
Proceeds, before
expenses, to us
|
$
|
$
|
$
|
We have agreed to
reimburse the underwriters at closing for legal expenses incurred
by them in connection with the offering in an amount not to exceed
$50,000.
Discretionary Accounts
. The
underwriters do not intend to confirm sales of the securities
offered hereby to any accounts over which they have discretionary
authority.
Lock-Up Agreements
. Our directors and
executive officers have entered into lock-up agreements with the
underwriters. Under these agreements, these individuals have
agreed, subject to specified exceptions, not to sell or transfer
any common stock or securities convertible into, or exchangeable or
exercisable for, our common stock during a period ending 90 days
after the date of this prospectus supplement, without first
obtaining the written consent of the representatives. Specifically,
these individuals have agreed, in part, not to:
●
offer, pledge,
sell, contract to sell, grant, lend or otherwise transfer or
dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable for
shares of common stock, whether now owned or hereafter acquired or
with respect to which such person has or later acquires the power
of disposition, whether any such transaction is to be settled by
delivery of our securities, in cash, or otherwise;
●
enter into any swap
or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of our
securities, whether any such transaction is to be settled by
delivery of our securities, in cash or otherwise;
●
make any demand for
or exercise any right with respect to the registration of any of
our securities; or
●
publicly disclose
the intention to make any offer, sale, pledge or disposition, or to
enter into any transaction, swap, hedge or other arrangement
relating to any of our securities.
Notwithstanding
these limitations, these shares of capital stock may be transferred
under limited circumstances, including, without limitation, by
gift, will or intestate succession.
In addition, we
have agreed that, for a period of 90 days from the date of this
prospectus supplement, we will not (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for
shares of capital stock of the Company; (ii) file or caused to be
filed any registration statement with the SEC relating to the
offering of any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for
shares of capital stock of the Company; (iii) enter into any swap
or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of capital
stock of the Company, whether any such transaction described in
clause (i), (ii) or (iii) is to be settled by delivery of shares of
capital stock of the Company or such other securities, in cash or
otherwise.
Electronic Offer, Sale and Distribution of
Shares.
A prospectus supplement in electronic format may be
made available on the websites maintained by one or more of the
underwriters or selling group members, if any, participating in
this offering and one or more of the underwriters participating in
this offering may distribute prospectus supplements electronically.
The representatives may agree to allocate a number of shares of
common stock to underwriters and selling group members for sale to
their online brokerage account holders. Internet distributions will
be allocated by the underwriters and selling group members that
will make internet distributions on the same basis as other
allocations. Other than the prospectus supplement in electronic
format, the information on these websites is not part of this
prospectus supplement or the registration statement of which this
prospectus supplement forms a part, has not been approved or
endorsed by us or any underwriter in its capacity as underwriter,
and should not be relied upon by investors.
Other Relationships
. Certain of the
underwriters and their affiliates have in the past and may in the
future provide various investment banking, commercial banking and
other financial services for us and our affiliates for which they
may receive customary fees; however, except as disclosed in this
prospectus supplement, we have no present arrangements with the
underwriters for any further services. Without limiting the
generality of the foregoing, Roth Capital Partners, LLC acted as an
underwriter in our public offering that closed in September 2018
and A.G.P./Alliance Global Partners acted as an underwriter in our
public offering that closed in April 2018.
Stabilization
. In connection with this
offering, the underwriters may engage in stabilizing transactions,
over-allotment transactions, syndicate covering transactions,
penalty bids and purchases to cover positions created by short
sales.
●
Stabilizing
transactions permit bids to purchase shares so long as the
stabilizing bids do not exceed a specified maximum, and are engaged
in for the purpose of preventing or retarding a decline in the
market price of the shares while the offering is in
progress.
●
Over-allotment
transactions involve sales by the underwriters of shares in excess
of the number of shares the underwriters are obligated to purchase.
This creates a syndicate short position which may be either a
covered short position or a naked short position. In a covered
short position, the number of shares over-allotted by the
underwriters is not greater than the number of shares that they may
purchase in the over-allotment option. In a naked short position,
the number of shares involved is greater than the number of shares
in the over-allotment option. The underwriters may close out any
short position by exercising their over-allotment option and/or
purchasing shares in the open market.
●
Syndicate covering
transactions involve purchases of shares in the open market after
the distribution has been completed in order to cover syndicate
short positions. In determining the source of shares to close out
the short position, the underwriters will consider, among other
things, the price of shares available for purchase in the open
market as compared with the price at which they may purchase shares
through exercise of the over-allotment option. If the underwriters
sell more shares than could be covered by exercise of the
over-allotment option and, therefore, have a naked short position,
the position can be closed out only by buying shares in the open
market. A naked short position is more likely to be created if the
underwriters are concerned that after pricing there could be
downward pressure on the price of the shares in the open market
that could adversely affect investors who purchase in the
offering.
●
Penalty bids permit
the underwriters to reclaim a selling concession from a syndicate
member when the shares originally sold by that syndicate member are
purchased in stabilizing or syndicate covering transactions to
cover syndicate short positions.
These stabilizing
transactions, syndicate covering transactions and penalty bids may
have the effect of raising or maintaining the market price of our
shares or common stock or preventing or retarding a decline in the
market price of our shares of common stock. As a result, the price
of our common stock in the open market may be higher than it would
otherwise be in the absence of these transactions. Neither we nor
the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price
of our common stock. These transactions may be effected on the
Nasdaq Capital Market, in the over-the-counter market or otherwise
and, if commenced, may be discontinued at any time.
Passive Market Making
. In connection
with this offering, the underwriters and selling group members may
engage in passive market making transactions in our common stock on
the Nasdaq Capital Market in accordance with Rule 103 of Regulation
M under the Exchange Act, during a period before the commencement
of offers or sales of the shares and extending through the
completion of the distribution. A passive market maker must display
its bid at a price not in excess of the highest independent bid of
that security. However, if all independent bids are lowered below
the passive market maker’s bid, that bid must then be lowered
when specified purchase limits are exceeded.
Offer
restrictions outside the United States
Other than in the
United States, no action has been taken by us or the underwriters
that would permit a public offering of the securities offered by
this prospectus supplement in any jurisdiction where action for
that purpose is required. The securities offered by this prospectus
supplement and the accompanying prospectus may not be offered or
sold, directly or indirectly, nor may this prospectus supplement or
any other offering material or advertisements in connection with
the offer and sale of any such securities be distributed or
published in any jurisdiction, except under circumstances that will
result in compliance with the applicable rules and regulations of
that jurisdiction. Persons into whose possession this prospectus
supplement comes are advised to inform themselves about and to
observe any restrictions relating to the offering and the
distribution of this prospectus supplement. This prospectus
supplement does not constitute an offer to sell or a solicitation
of an offer to buy any securities offered by this prospectus
supplement in any jurisdiction in which such an offer or a
solicitation is unlawful.
Australia
This prospectus
supplement is not a disclosure document under Chapter 6D of the
Australian Corporations Act, has not been lodged with the
Australian Securities and Investments Commission and does not
purport to include the information required of a disclosure
document under Chapter 6D of the Australian Corporations Act.
Accordingly, (i) the offer of the shares of common stock under this
prospectus supplement is only made to persons to whom it is lawful
to offer the shares of common stock without disclosure under
Chapter 6D of the Australian Corporations Act under one or more
exemptions set out in section 708 of the Australian Corporations
Act, (ii) this prospectus is made available in Australia only to
those persons as set forth in clause (i) above, and (iii) the
offeree must be sent a notice stating in substance that by
accepting this offer, the offeree represents that the offeree is
such a person as set forth in clause (i) above, and, unless
permitted under the Australian Corporations Act, agrees not to sell
or offer for sale within Australia any of the shares of common
stock sold to the offeree within twelve (12) months after its
transfer to the offeree under this prospectus.
China
The information in
this document does not constitute a public offer of the shares of
common stock, whether by way of sale or subscription, in the
People’s Republic of China (excluding, for purposes of this
paragraph, Hong Kong Special Administrative Region, Macau Special
Administrative Region and Taiwan). The shares of common stock may
not be offered or sold directly or indirectly in the PRC to legal
or natural persons other than directly to “qualified domestic
institutional investors.”
European
Economic Area-Belgium, Germany, Luxembourg and
Netherlands
The information in
this document has been prepared on the basis that all offers of
common stock will be made pursuant to an exemption under the
Directive 2003/71/EC (“Prospectus Directive”), as
implemented in Member States of the European Economic Area (each, a
“Relevant Member State”), from the requirement to
produce a prospectus for offers of securities.
An offer to the
public of the shares of common stock has not been made, and may not
be made, in a Relevant Member State except pursuant to one of the
following exemptions under the Prospectus Directive as implemented
in that Relevant Member State:
(a) to legal
entities that are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(b) to any legal
entity that has two or more of (i) an average of at least 250
employees during its last fiscal year; (ii) a total balance sheet
of more than €43,000,000 (as shown on its last annual
unconsolidated or consolidated financial statements) and (iii) an
annual net turnover of more than €50,000,000 (as shown on its
last annual unconsolidated or consolidated financial
statements);
(c) to fewer than
100 natural or legal persons (other than qualified investors within
the meaning of Article 2(1)(e) of the Prospectus Directive) subject
to obtaining the prior consent of the Company or any underwriter
for any such offer; or
(d) in any other
circumstances falling within Article 3(2) of the Prospectus
Directive, provided that no such offer of common stock shall result
in a requirement for the publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Directive.
France
This document is
not being distributed in the context of a public offering of
financial securities (offre au public de titres financiers) in
France within the meaning of Article L.411-1 of the French Monetary
and Financial Code (Code monétaire et financier) and Articles
211-1 et seq. of the General Regulation of the French Autorité
des marchés financiers (“AMF”). The shares of
common stock has not been offered or sold and will not be offered
or sold, directly or indirectly, to the public in
France.
This document and
any other offering material relating to the shares of common stock
have not been, and will not be, submitted to the AMF for approval
in France and, accordingly, may not be distributed or caused to
distributed, directly or indirectly, to the public in
France.
Such offers, sales
and distributions have been and shall only be made in France to (i)
qualified investors (investisseurs qualifiés) acting for their
own account, as defined in and in accordance with Articles
L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and
D.764-1 of the French Monetary and Financial Code and any
implementing regulation and/or (ii) a restricted number of
non-qualified investors (cercle restreint d’investisseurs)
acting for their own account, as defined in and in accordance with
Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and
D.764-1 of the French Monetary and Financial Code and any
implementing regulation.
Pursuant to Article
211-3 of the General Regulation of the AMF, investors in France are
informed that the common stock cannot be distributed (directly or
indirectly) to the public by the investors otherwise than in
accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to
L.621-8-3 of the French Monetary and Financial Code.
Ireland
The information in
this document does not constitute a prospectus under any Irish laws
or regulations and this document has not been filed with or
approved by any Irish regulatory authority as the information has
not been prepared in the context of a public offering of securities
in Ireland within the meaning of the Irish Prospectus (Directive
2003/71/EC) Regulations 2005 (the “Prospectus
Regulations”). The shares of common stock have not been
offered or sold, and will not be offered, sold or delivered
directly or indirectly in Ireland by way of a public offering,
except to (i) qualified investors as defined in Regulation 2(l) of
the Prospectus Regulations and (ii) fewer than 100 natural or legal
persons who are not qualified investors.
Israel
The shares of
common stock offered by this prospectus supplement has not been
approved or disapproved by the Israeli Securities Authority, or
“ISA,” nor have such shares of common stock been
registered for sale in Israel. The securities may not be offered or
sold, directly or indirectly, to the public in Israel, absent the
publication of a prospectus. The ISA has not issued permits,
approvals or licenses in connection with the offering or publishing
the prospectus supplement; nor has it authenticated the details
included herein, confirmed their reliability or completeness, or
rendered an opinion as to the quality of the shares of common stock
being offered. Any resale in Israel, directly or indirectly, to the
public of the shares of common stock offered by this prospectus
supplement is subject to restrictions on transferability and must
be effected only in compliance with the Israeli securities laws and
regulations.
Italy
The offering of the
shares of common stock in the Republic of Italy has not been
authorized by the Italian Securities and Exchange Commission
(Commissione Nazionale per le Società e la Borsa,
“CONSOB”) pursuant to the Italian securities
legislation and, accordingly, no offering material relating to the
shares of common stock may be distributed in Italy and such
securities may not be offered or sold in Italy in a public offer
within the meaning of Article 1.1(t) of Legislative Decree No. 58
of 24 February 1998 (“Decree No. 58”), other
than:
●
to Italian
qualified investors, as defined in Article 100 of Decree no. 58 by
reference to Article 34-ter of CONSOB Regulation no. 11971 of 14
May 1999 (“Regulation no. 1197l”) as amended
(“Qualified Investors”); and
●
in other
circumstances that are exempt from the rules on public offer
pursuant to Article 100 of Decree No. 58 and Article 34-ter of
Regulation No. 11971 as amended.
Any offer, sale or
delivery of the shares of common stock or distribution of any offer
document relating to the shares of common stock in Italy (excluding
placements where a Qualified Investor solicits an offer from the
issuer) under the paragraphs above must be:
●
made by investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with Legislative Decree No. 385
of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation
No. 16190 of 29 October 2007 and any other applicable laws;
and
●
in compliance with
all relevant Italian securities, tax and exchange controls and any
other applicable laws.
Any subsequent
distribution of the shares of common stock in Italy must be made in
compliance with the public offer and prospectus requirement rules
provided under Decree No. 58 and the Regulation No. 11971 as
amended, unless an exception from those rules applies. Failure to
comply with such rules may result in the sale of such shares being
declared null and void and in the liability of the entity
transferring the shares for any damages suffered by the
investors.
Japan
The shares of
common stock have not been and will not be registered under Article
4, paragraph 1 of the Financial Instruments and Exchange Law of
Japan (Law No. 25 of 1948), as amended (the “FIEL”)
pursuant to an exemption from the registration requirements
applicable to a private placement of securities to Qualified
Institutional Investors (as defined in and in accordance with
Article 2, paragraph 3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the shares of common stock may not be
offered or sold, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan other than Qualified
Institutional Investors. Any Qualified Institutional Investor who
acquires common stock may not resell them to any person in Japan
that is not a Qualified Institutional Investor, and acquisition by
any such person of common stock is conditional upon the execution
of an agreement to that effect.
Portugal
This document is
not being distributed in the context of a public offer of financial
securities (oferta pública de valores mobiliários) in
Portugal, within the meaning of Article 109 of the Portuguese
Securities Code (Código dos Valores Mobiliários). The
shares of common stock have not been offered or sold and will not
be offered or sold, directly or indirectly, to the public in
Portugal. This document and any other offering material relating to
the shares of common stock have not been, and will not be,
submitted to the Portuguese Securities Market Commission
(Comissão do Mercado de Valores Mobiliários) for approval
in Portugal and, accordingly, may not be distributed or caused to
distributed, directly or indirectly, to the public in Portugal,
other than under circumstances that are deemed not to qualify as a
public offer under the Portuguese Securities Code. Such offers,
sales and distributions of shares in Portugal are limited to
persons who are “qualified investors” (as defined in
the Portuguese Securities Code). Only such investors may receive
this document and they may not distribute it or the information
contained in it to any other person.
Sweden
This document has
not been, and will not be, registered with or approved by
Finansinspektionen (the Swedish Financial Supervisory Authority).
Accordingly, this document may not be made available, nor may the
shares of common stock be offered for sale in Sweden, other than
under circumstances that are deemed not to require a prospectus
under the Swedish Financial Instruments Trading Act (1991:980) (Sw.
lag (1991:980) om handel med finansiella instrument)). Any offering
of common stock in Sweden is limited to persons who are
“qualified investors” (as defined in the Financial
Instruments Trading Act). Only such investors may receive this
document and they may not distribute it or the information
contained in it to any other person.
Switzerland
The shares of
common stock may not be publicly offered in Switzerland and will
not be listed on the SIX Swiss Exchange (“SIX”) or on
any other stock exchange or regulated trading facility in
Switzerland. This document has been prepared without regard to the
disclosure standards for issuance prospectuses under art. 652a or
art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or
regulated trading facility in Switzerland. Neither this document
nor any other offering material relating to the shares may be
publicly distributed or otherwise made publicly available in
Switzerland.
Neither this
document nor any other offering material relating to the shares of
common stock have been or will be filed with or approved by any
Swiss regulatory authority. In particular, this document will not
be filed with, and the offer of common stock will not be supervised
by, the Swiss Financial Market Supervisory Authority.
This document is
personal to the recipient only and not for general circulation in
Switzerland.
United
Arab Emirates
Neither this
document nor the shares of common stock has been approved,
disapproved or passed on in any way by the Central Bank of the
United Arab Emirates or any other governmental authority in the
United Arab Emirates, nor has the Company received authorization or
licensing from the Central Bank of the United Arab Emirates or any
other governmental authority in the United Arab Emirates to market
or sell the shares of common stock within the United Arab Emirates.
This document does not constitute and may not be used for the
purpose of an offer or invitation. No services relating to the
shares of common stock, including the receipt of applications
and/or the allotment or redemption of such shares, may be rendered
within the United Arab Emirates by us.
No offer or
invitation to subscribe for the shares of common stock is valid or
permitted in the Dubai International Financial Centre.
United
Kingdom
Neither the
information in this document nor any other document relating to the
offer has been delivered for approval to the Financial Services
Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act
2000, as amended (“FSMA”)) has been published or is
intended to be published in respect of the shares of common stock.
This document is issued on a confidential basis to “qualified
investors” (within the meaning of section 86(7) of FSMA) in
the United Kingdom, and the shares of common stock may not be
offered or sold in the United Kingdom by means of this document,
any accompanying letter or any other document, except in
circumstances which do not require the publication of a prospectus
pursuant to section 86(1) FSMA. This document should not be
distributed, published or reproduced, in whole or in part, nor may
its contents be disclosed by recipients to any other person in the
United Kingdom.
Any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) received in connection with the issue or sale
of the shares of common stock has only been communicated or caused
to be communicated and will only be communicated or caused to be
communicated in the United Kingdom in circumstances in which
section 21(1) of FSMA does not apply to the Company.
In the United
Kingdom, this document is being distributed only to, and is
directed at, persons (i) who have professional experience in
matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 (“FPO”);
(ii) who fall within the categories of persons referred to in
Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the FPO; or (iii) to whom it may otherwise
be lawfully communicated (together “relevant persons”).
The investments to which this document relates are available only
to, and any invitation, offer or agreement to purchase will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of
its contents.
LEGAL
MATTERS
Certain legal
matters will be passed upon for us by Sichenzia Ross Ference LLP,
New York, New York. The underwriters are being represented in
connection with this offering by Reed Smith LLP, New York, New
York.
EXPERTS
The consolidated
balance sheets of New Age Beverages Corporation and its
subsidiaries as of December 31, 2017 and 2016 and the related
consolidated statements of operations, stockholders’ equity,
and cash flows for the year then ended, appearing in New Age
Beverages Corporation’s Annual Report on Form 10-K for the
year ended December 31, 2017, have been audited
by
Accell Audit &
Compliance, P.A.
, independent
registered public accounting firm, as stated in their report
thereon, included therein, and incorporated by reference
herein.
Such financial statements have been incorporated herein in reliance
on the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other
information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at
http://www.sec.gov.
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC to register the
securities offered hereby under the Securities Act of 1933, as
amended. This prospectus does not contain all of the information
included in the registration statement, including certain exhibits
and schedules. You may obtain the registration statement and
exhibits to the registration statement from the SEC’s
internet site.
This
prospectus is part of a registration statement on Form S-3 filed by
us with the SEC. For further information about us and the
securities offered by this prospectus, we refer you to the
registration statement and its exhibits and schedules which may be
obtained as described herein.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us
to “incorporate by reference” information into this
prospectus. This means that we can disclose important information
about us and our financial condition to you by referring you to
another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this
prospectus. This prospectus incorporates by reference the documents
listed below that we have previously filed with the
SEC:
●
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2017 as filed with the SEC on April 17, 2018 and amended on August
17, 2018;
●
Our
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2018 as filed with the SEC on May 15, 2018 and amended on
August 17, 2018;
●
Our
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2018 as filed with the SEC on August 14, 2018;
●
Our
Current Reports on Form 8-K and 8-K/A filed with the SEC on March
23, 2018, April 11, 2018, April 13, 2018, June 21, 2018, July 10,
2018, August 15, 2018, August 16, 2018, August 22, 2018, August 29,
2018, September 5, 2018, September 24, 2018 (two filings), October
12, 2018, October 19, 2018, and October 24, 2018;
●
Our
proxy statement on Schedule 14A filed with the SEC on September 17,
2018 and
●
The
description of our common stock set forth in the Registration
Statement on Form 8-A (as amended) filed with the SEC on February
13, 2017 (File No. 001-38014), and any other amendment or report
filed for the purpose of updating such description.
We also incorporate
by reference into this prospectus all documents filed by us with
the SEC pursuant to Sections 12(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of any offering of securities
made by this prospectus. Nothing in this prospectus shall be deemed
to incorporate information furnished but not filed with the SEC
(including without limitation, information furnished under Item
2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such
information).
Any statement
contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference in this prospectus shall be
deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained herein or in the
applicable prospectus supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
modifies or supersedes the statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
The information about us contained in this
prospectus should be read together with the information in the
documents incorporated by reference. You may request a copy of any
or all of these filings, at no cost, by writing or telephoning us
at: 1700 E. 68th Avenue, Denver, Colorado 80229, phone number
(303) 289-8655.
PROSPECTUS
$100,000,000
New Age Beverages
Corporation
Common Stock
Preferred Stock
Warrants
Units
We may from time to
time, in one or more offerings at prices and on terms that we will
determine at the time of each offering, sell common stock,
preferred stock, warrants, or a combination of these securities, or
units, for an aggregate initial offering price of up to
$100,000,000. This prospectus describes the general manner in which
our securities may be offered using this prospectus. Each time we
offer and sell securities, we will provide you with a prospectus
supplement that will contain specific information about the terms
of that offering. Any prospectus supplement may also add, update,
or change information contained in this prospectus. You should
carefully read this prospectus and the applicable prospectus
supplement as well as the documents incorporated or deemed to be
incorporated by reference in this prospectus before you purchase
any of the securities offered hereby.
This prospectus may
not be used to offer and sell securities unless accompanied by a
prospectus supplement.
Our common stock is
currently traded on the NASDAQ Capital Market under the symbol
“NBEV.” On July 18, 2017, the last reported sales price
for our common stock was $4.52 per share. We will apply to list any
shares of common stock sold by us under this prospectus and any
prospectus supplement on the NASDAQ Capital Market. The prospectus
supplement will contain information, where applicable, as to any
other listing of the securities on the NASDAQ Capital Market or any
other securities market or exchange covered by the prospectus
supplement.
The securities offered by this prospectus
involve a high degree of risk. See “Risk Factors”
beginning on page 2, in addition to Risk Factors contained in the
applicable prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
We may offer the
securities directly or through agents or to or through underwriters
or dealers. If any agents or underwriters are involved in the sale
of the securities their names, and any applicable purchase price,
fee, commission or discount arrangement between or among them, will
be set forth, or will be calculable from the information set forth,
in an accompanying prospectus supplement. We can sell the
securities through agents, underwriters or dealers only with
delivery of a prospectus supplement describing the method and terms
of the offering of such securities. See “Plan of
Distribution.”
This prospectus is
dated October 16, 2017
Table of Contents
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Page
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ABOUT THIS
PROSPECTUS
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1
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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1
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ABOUT NEW AGE
BEVERAGES CORPORATION
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2
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RISK
FACTORS
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2
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USE OF
PROCEEDS
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2
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DESCRIPTION OF
COMMON STOCK
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3
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DESCRIPTION OF
PREFERRED STOCK
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3
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DESCRIPTION OF
WARRANTS
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3
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DESCRIPTION OF
UNITS
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4
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PLAN OF
DISTRIBUTION
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5
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LEGAL
MATTERS
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6
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EXPERTS
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6
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WHERE YOU CAN FIND
MORE INFORMATION
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6
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INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
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7
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You should rely only on the information
contained or incorporated by reference in this prospectus or any
prospectus supplement. We have not authorized anyone to provide you
with information different from that contained or incorporated by
reference into this prospectus. If any person does provide you with
information that differs from what is contained or incorporated by
reference in this prospectus, you should not rely on it. No dealer,
salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You
should assume that the information contained in this prospectus or
any prospectus supplement is accurate only as of the date on the
front of the document and that any information contained in any
document we have incorporated by reference is accurate only as of
the date of the document incorporated by reference, regardless of
the time of delivery of this prospectus or any prospectus
supplement or any sale of a security. These documents are not an
offer to sell or a solicitation of an offer to buy these securities
in any circumstances under which the offer or solicitation is
unlawful.
This prospectus is
part of a registration statement that we filed with the Securities
and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may
sell any combination of the securities described in this prospectus
in one of more offerings up to a total dollar amount of proceeds of
$100,000,000. This prospectus describes the general manner in which
our securities may be offered by this prospectus. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information
contained in this prospectus or in documents incorporated by
reference in this prospectus. The prospectus supplement that
contains specific information about the terms of the securities
being offered may also include a discussion of certain U.S. Federal
income tax consequences and any risk factors or other special
considerations applicable to those securities. To the extent that
any statement that we make in a prospectus supplement is
inconsistent with statements made in this prospectus or in
documents incorporated by reference in this prospectus, you should
rely on the information in the prospectus supplement. You should
carefully read both this prospectus and any prospectus supplement
together with the additional information described under
“Where You Can Find More Information” before buying any
securities in this offering.
Unless the context
otherwise requires, references to “we,”
“our,” “us,” “New Age
Beverages” or the “Company” in this prospectus
mean New Age Beverages Corporation, a Washington corporation, on a
consolidated basis with its wholly-owned subsidiaries, as
applicable.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
the documents and information incorporated by reference in this
prospectus include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements are based
on our management’s beliefs and assumptions and on
information currently available to our management. Such
forward-looking statements include those that express plans,
anticipation, intent, contingency, goals, targets or future
development and/or otherwise are not statements of historical
fact.
All statements in
this prospectus and the documents and information incorporated by
reference in this prospectus that are not historical facts are
forward-looking statements. We may, in some cases, use terms such
as “anticipates,” “believes,”
“could,” “estimates,”
“expects,” “intends,” “may,”
“plans,” “potential,”
“predicts,” “projects,”
“should,” “will,” “would” or
similar expressions or the negative of such items that convey
uncertainty of future events or outcomes to identify
forward-looking statements.
Forward-looking
statements are made based on management’s beliefs, estimates
and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these
beliefs, estimates and opinions or other circumstances should
change, except as may be required by applicable law. Although we
believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.
ABOUT NEW
AGE BEVERAGES CORPORATION
Overview
We are a leading
all natural healthy functional beverage company engaged in the
development, marketing, sales and distribution of a portfolio of
Ready-to-Drink (RTD) better-for-you beverages. We have competitive
entrants in the top 5 fastest growing segments of the beverage
industry competing in the RTD tea, RTD coffee, Coconut Water,
Kombucha, Functional Waters, and Energy drink segments. We
differentiate our brands through functional characteristics and
ingredients and offer all natural and organic products, with no
high-fructose corn syrup (HFCS), no-Genetically Modified Organisms
(GMOs), no preservatives, and only all natural flavors, fruits, and
other ingredients. We manufacture of products in our own
fully-integrated manufacturing facilities and through a network of
nine additional manufacturers strategically located throughout the
United States. Our products are currently distributed in 10
countries internationally, and in all 50 states domestically
through a hybrid of four routes to market including our own direct
store distribution (DSD) system that reaches more than 6,000
outlets, and to more than 20,000 other outlets throughout the
United States directly through customer’s warehouses, through
our network of DSD partners, and through our network of brokers and
natural product distributors. Our products are sold through
multiple channels including major grocery retail, natural food
retail, specialty outlets, hypermarkets, club stores, pharmacies,
convenience stores and gas stations. We market our products using a
range of marketing mediums including in-store merchandising and
promotions, experiential marketing, events, and sponsorships,
digital marketing and social media, direct marketing, and
traditional media including print, radio, outdoor, and
television.
Corporate Information
New Age Beverages
Corporation was formed under the laws of the State of Washington on
April 26, 2010 under the name American Brewing Company, Inc. As
part of a recapitalization on September 25, 2013, we converted from
an “S” Corporation to a “C”
Corporation.
On April 1, 2015,
we acquired the assets of B&R Liquid Adventure, which included
the brand, Búcha
®
Live
Kombucha. Prior to acquiring the Búcha Live Kombucha®
brand and business, we were a craft brewery operation. On October
1, 2015, we agreed to sell our brewery, brewery assets and related
liabilities to focus exclusively on the healthy functional beverage
category and the Búcha
®
brand. The
assets sold consisted of accounts receivable, inventories, prepaid
assets and property and equipment. We recognized the sale of our
brewery and micro-brewing operations as a discontinued operation
beginning in the third quarter of 2015, and ultimately concluded
the transaction in May 2016. In May 2016 we changed our name to
Búcha, Inc. On June 30, 2016, we acquired the combined assets
of New Age Beverages, LLC, Aspen Pure, LLC, New Age Properties, and
Xing, relocated our operational headquarters to Denver, Colorado,
changed our name to New Age Beverages Corporation, and received the
stock ticker symbol “NBEV” on the OTCQB.
Our principal
executive offices are located at 1700 E. 68
th
Avenue, Denver,
CO 80229, and our phone number is (303)-289-8655. Our corporate
website address is www.newagebev.us. The information contained on,
connected to or that can be accessed via our website is not part of
this prospectus. We have included our website address in this
prospectus as an inactive textual reference only and not as an
active hyperlink.
Investing in our
securities involves a high degree of risk. Before making an
investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual
Report on Form 10-K, as supplemented and updated by subsequent
quarterly reports on Form 10-Q and current reports on Form 8-K that
we have filed or will file with the SEC, which are incorporated by
reference into this prospectus.
Our business,
affairs, prospects, assets, financial condition, results of
operations and cash flows could be materially and adversely
affected by these risks. For more information about our SEC
filings, please see “Where You Can Find More
Information.”
Unless otherwise
indicated in a prospectus supplement, we intend to use the net
proceeds from the sale of the securities under this prospectus for
general corporate purposes, including and for general working
capital purposes. We may also use a portion of the net proceeds to
acquire or invest in businesses and products that are complementary
to our own, although we have no current plans, commitments or
agreements with respect to any acquisitions as of the date of this
prospectus.
DESCRIPTION OF COMMON STOCK
We are authorized
to issue up to 50,000,000 shares of common stock, par value $0.001
per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when,
as and if declared by our board of directors; (ii) are entitled to
share in all of its assets available for distribution to holders of
common stock upon liquidation, dissolution or winding up of its
affairs; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or
rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
As of July 18,
2017, there were 34,330,520 shares of common stock issued and
outstanding.
DESCRIPTION OF PREFERRED
STOCK
We are authorized
to issue up to 1,000,000 shares of preferred stock, par value
$0.001 per share, of which 250,000 are classified as Series A
Preferred Stock and 300,000 are classified as Series B Preferred
Stock. As of July 18, 2017, there were no shares of Series A and
Series B Preferred Stock issued and outstanding.
Our Board of
Directors is authorized to issue shares of preferred stock in one
or more series and fix the rights, preferences and privileges
thereof, including voting rights, terms of redemption, redemption
prices, liquidation preferences, number of shares constituting any
series or the designation of such series, without further vote or
action by the stockholders.
Preferred stock is
available for possible future financings or acquisitions and for
general corporate purposes without further authorization of
stockholders unless such authorization is required by applicable
law, the rules of the NASDAQ Capital Market or other securities
exchange or market on which our stock is then listed or admitted to
trading.
Our board of
directors may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power
or other rights of the holders of common stock. The issuance of
preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes could, under
some circumstances, have the effect of delaying, deferring or
preventing a change in control of the Company.
A prospectus
supplement relating to any series of preferred stock being offered
will include specific terms relating to the offering. Such
prospectus supplement will include:
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the title and
stated or par value of the preferred stock;
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the number of
shares of the preferred stock offered, the liquidation preference
per share and the offering price of the preferred
stock;
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the dividend
rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock;
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whether dividends
shall be cumulative or non-cumulative and, if cumulative, the date
from which dividends on the preferred stock shall
accumulate;
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the provisions for
a sinking fund, if any, for the preferred stock;
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any voting rights
of the preferred stock;
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the provisions for
redemption, if applicable, of the preferred stock;
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any listing of the
preferred stock on any securities exchange;
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the terms and
conditions, if applicable, upon which the preferred stock will be
convertible into our common stock, including the conversion price
or the manner of calculating the conversion price and conversion
period;
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if appropriate, a
discussion of Federal income tax consequences applicable to the
preferred stock;
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any other specific
terms, preferences, rights, limitations or restrictions of the
preferred stock.
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The terms, if any,
on which the preferred stock may be convertible into or
exchangeable for our common stock will also be stated in the
preferred stock prospectus supplement. The terms will include
provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option, and may include
provisions pursuant to which the number of shares of our common
stock to be received by the holders of preferred stock would be
subject to adjustment.
We may issue
warrants for the purchase of preferred stock or common stock.
Warrants may be issued independently or together with any preferred
stock or common stock, and may be attached to or separate from any
offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between a warrant
agent specified in the agreement and us. The warrant agent will act
solely as our agent in connection with the warrants of that series
and will not assume any obligation or relationship of agency or
trust for or with any holders or beneficial owners of warrants.
This summary of some provisions of the securities warrants is not
complete. You should refer to the securities warrant agreement,
including the forms of securities warrant certificate representing
the securities warrants, relating to the specific securities
warrants being offered for the complete terms of the securities
warrant agreement and the securities warrants. The securities
warrant agreement, together with the terms of the securities
warrant certificate and securities warrants, will be filed with the
SEC in connection with the offering of the specific
warrants.
The applicable
prospectus supplement will describe the following terms, where
applicable, of the warrants in respect of which this prospectus is
being delivered:
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the title of the
warrants;
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the aggregate
number of the warrants;
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the price or prices
at which the warrants will be issued;
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the designation,
amount and terms of the offered securities purchasable upon
exercise of the warrants;
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if applicable, the
date on and after which the warrants and the offered securities
purchasable upon exercise of the warrants will be separately
transferable;
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the terms of the
securities purchasable upon exercise of such warrants and the
procedures and conditions relating to the exercise of such
warrants;
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any provisions for
adjustment of the number or amount of securities receivable upon
exercise of the warrants or the exercise price of the
warrants;
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the price or prices
at which and currency or currencies in which the offered securities
purchasable upon exercise of the warrants may be
purchased;
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the date on which
the right to exercise the warrants shall commence and the date on
which the right shall expire;
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the minimum or
maximum amount of the warrants that may be exercised at any one
time;
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information with
respect to book-entry procedures, if any;
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if appropriate, a
discussion of Federal income tax consequences; and
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any other material
terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants.
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Warrants for the
purchase of common stock or preferred stock will be offered and
exercisable for U.S. dollars only. Warrants will be issued in
registered form only.
Upon receipt of
payment and the warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or any
other office indicated in the applicable prospectus supplement, we
will, as soon as practicable, forward the purchased securities. If
less than all of the warrants represented by the warrant
certificate are exercised, a new warrant certificate will be issued
for the remaining warrants.
Prior to the
exercise of any securities warrants to purchase preferred stock or
common stock, holders of the warrants will not have any of the
rights of holders of the common stock or preferred stock
purchasable upon exercise, including in the case of securities
warrants for the purchase of common stock or preferred stock, the
right to vote or to receive any payments of dividends on the
preferred stock or common stock purchasable upon
exercise.
As specified in the
applicable prospectus supplement, we may issue units consisting of
shares of common stock, shares of preferred stock or warrants or
any combination of such securities.
The applicable
prospectus supplement will specify the following terms of any units
in respect of which this prospectus is being
delivered:
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the terms of the
units and of any of the common stock, preferred stock and warrants
comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately;
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a description of
the terms of any unit agreement governing the units;
and
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a description of
the provisions for the payment, settlement, transfer or exchange of
the units.
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We may sell the
securities offered through this prospectus (i) to or through
underwriters or dealers, (ii) directly to purchasers, including our
affiliates, (iii) through agents, or (iv) through a combination of
any these methods. The securities may be distributed at a fixed
price or prices, which may be changed, market prices prevailing at
the time of sale, prices related to the prevailing market prices,
or negotiated prices. The prospectus supplement will include the
following information:
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the terms of the
offering;
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the names of any
underwriters or agents;
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the name or names
of any managing underwriter or underwriters;
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the purchase price
of the securities;
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any over-allotment
options under which underwriters may purchase additional securities
from us;
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the net proceeds
from the sale of the securities
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any delayed
delivery arrangements
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any underwriting
discounts, commissions and other items constituting
underwriters’ compensation;
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any initial public
offering price;
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any discounts or
concessions allowed or reallowed or paid to dealers;
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any commissions
paid to agents; and
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any securities
exchange or market on which the securities may be
listed.
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Sale Through Underwriters or
Dealers
Only underwriters
named in the prospectus supplement are underwriters of the
securities offered by the prospectus supplement.
If underwriters are
used in the sale, the underwriters will acquire the securities for
their own account, including through underwriting, purchase,
security lending or repurchase agreements with us. The underwriters
may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may
sell the securities in order to facilitate transactions in any of
our other securities (described in this prospectus or otherwise),
including other public or private transactions and short sales.
Underwriters may offer securities to the public either through
underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as
underwriters. Unless otherwise indicated in the prospectus
supplement, the obligations of the underwriters to purchase the
securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may
change from time to time any initial public offering price and any
discounts or concessions allowed or reallowed or paid to
dealers.
If dealers are used
in the sale of securities offered through this prospectus, we will
sell the securities to them as principals. They may then resell
those securities to the public at varying prices determined by the
dealers at the time of resale. The prospectus supplement will
include the names of the dealers and the terms of the
transaction.
Direct Sales and Sales Through
Agents
We may sell the
securities offered through this prospectus directly. In this case,
no underwriters or agents would be involved. Such securities may
also be sold through agents designated from time to time. The
prospectus supplement will name any agent involved in the offer or
sale of the offered securities and will describe any commissions
payable to the agent. Unless otherwise indicated in the prospectus
supplement, any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its
appointment.
We may sell the
securities directly to institutional investors or others who may be
deemed to be underwriters within the meaning of the Securities Act
with respect to any sale of those securities. The terms of any such
sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus
supplement indicates, we may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to
purchase securities at the public offering price under delayed
delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be
subject only to those conditions described in the prospectus
supplement. The applicable prospectus supplement will describe the
commission payable for solicitation of those
contracts.
Continuous Offering Program
Without limiting
the generality of the foregoing, we may enter into a continuous
offering program equity distribution agreement with a
broker-dealer, under which we may offer and sell shares of our
common stock from time to time through a broker-dealer as our sales
agent. If we enter into such a program, sales of the shares of
common stock, if any, will be made by means of ordinary
brokers’ transactions on the NASDAQ Capital Market at market
prices, block transactions and such other transactions as agreed
upon by us and the broker-dealer. Under the terms of such a
program, we also may sell shares of common stock to the
broker-dealer, as principal for its own account at a price agreed
upon at the time of sale. If we sell shares of common stock to such
broker-dealer as principal, we will enter into a separate terms
agreement with such broker-dealer, and we will describe this
agreement in a separate prospectus supplement or pricing
supplement.
Market Making, Stabilization and Other
Transactions
Unless the
applicable prospectus supplement states otherwise, other than our
common stock all securities we offer under this prospectus will be
a new issue and will have no established trading market. We may
elect to list offered securities on an exchange or in the
over-the-counter market. Any underwriters that we use in the sale
of offered securities may make a market in such securities, but may
discontinue such market making at any time without notice.
Therefore, we cannot assure you that the securities will have a
liquid trading market.
Any underwriter may
also engage in stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with Rule 104 under the
Securities Exchange Act. Stabilizing transactions involve bids to
purchase the underlying security in the open market for the purpose
of pegging, fixing or maintaining the price of the securities.
Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in
order to cover syndicate short positions.
Penalty bids permit
the underwriters to reclaim a selling concession from a syndicate
member when the securities originally sold by the syndicate member
are purchased in a syndicate covering transaction to cover
syndicate short positions. Stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the
securities to be higher than it would be in the absence of the
transactions. The underwriters may, if they commence these
transactions, discontinue them at any time.
General Information
Agents,
underwriters, and dealers may be entitled, under agreements entered
into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents,
underwriters, and dealers, or their affiliates, may be customers
of, engage in transactions with or perform services for us, in the
ordinary course of business.
The validity of the
issuance of the securities offered by this prospectus will be
passed upon for us by Sichenzia Ross Ference Kesner LLP, New York,
New York.
The consolidated balance sheets of New Age Beverages Corporation
and its subsidiaries as of December 31, 2016 and the related
consolidated statements of operations, stockholders’ equity,
and cash flows for the year then ended, appearing in New Age
Beverages Corporation’s Annual Report on Form 10-K for the
year ended December 31, 2016, have been audited by
Accell
Audit & Compliance, P.A.
,
independent registered public accounting firm, as stated in their
report thereon, included therein, and incorporated by reference
herein.
The consolidated balance sheet of New Age Beverages
Corporation
as of December 31, 2015, and the related
statements of operations, members’ capital and
stockholders’ equity (deficit), and cash flows for the nine
months ended December 31, 2015 (Successor) and for the three months
ended March 31, 2015 (Predecessor)
have been audited by
MaloneBailey,
LLP,
independent registered
public accounting firm, as stated in their report thereon, included
therein, and incorporated by reference herein.
Such financial statements have been incorporated herein in reliance
on the report of each such firm given upon their authority as
experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual,
quarterly and special reports, along with other information with
the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov. You may
also read and copy any document we file at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room.
This prospectus is
part of a registration statement on Form S-3 that we filed with the
SEC to register the securities offered hereby under the Securities
Act of 1933, as amended. This prospectus does not contain all of
the information included in the registration statement, including
certain exhibits and schedules. You may obtain the registration
statement and exhibits to the registration statement from the SEC
at the address listed above or from the SEC’s internet
site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
This prospectus is
part of a registration statement filed with the SEC. The SEC allows
us to “incorporate by reference” into this prospectus
the information that we file with them, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this
information. The following documents are incorporated by reference
and made a part of this prospectus:
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our Annual Report
on Form 10-K for the year ended December 31, 2016 filed with the
SEC on March 31, 2017;
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our Quarterly
Report on Form 10-Q for the period ended March 31, 2017, filed with
the SEC on May 16, 2017;
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our Current Reports
on Form 8-K filed with the SEC on January 30, 2017, February 17,
2017, March 29, 2017, March 31, 2017 as amended by our Current
Report on Form 8-K/A filed on June 15, 2017, May 19, 2017, May 24,
2017 and June 13, 2017;
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the description of
our common stock contained in the our amended Registration
Statement on Form 8-A filed with the SEC on February 13, 2017 (File
No. 001-38014), including any amendment or report filed for the
purpose of updating such description; and
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all reports and
other documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of this
offering.
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Notwithstanding the
foregoing, information furnished under Items 2.02 and 7.01 of any
Current Report on Form 8-K, including the related exhibits, is not
incorporated by reference in this prospectus.
The information
about us contained in this prospectus should be read together with
the information in the documents incorporated by reference. You may
request a copy of any or all of these filings, at no cost, by
writing or telephoning us at: 1700 E. 68
th
Avenue, Denver,
Colorado 80229, phone number (303) 289-8655.
Shares
Common
Stock
___________________________
PROSPECTUS SUPPLEMENT
___________________________
Joint
Book-Running Managers
Roth Capital
Partners
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A.G.P.
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November
, 2018
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