Filed Pursuant to Rule 424(b)(5)
Registration
No. 333-230755
PROSPECTUS SUPPLEMENT
(To
Prospectus dated April 19, 2019)
$100,000,000
Common Stock
This
prospectus supplement relates to the issuance and sale of up to
$100,000,000 of shares of common stock of New Age Beverages
Corporation, from time to time through our sales agent, Roth
Capital Partners, LLC, the “sales agent.” These sales,
if any, will be made pursuant to the terms of the At Market
Issuance Sales Agreement, or the sales agreement, between us and
the sales agent.
Our
common stock is traded on the Nasdaq Capital Market, or Nasdaq,
under the symbol “NBEV.” On April 29, 2019, the closing
sale price of our common stock on Nasdaq was $5.47 per
share.
Sales
of shares of our common stock under this prospectus supplement, if
any, may be made by any method deemed to be an “at the market
offering” as defined in Rule 415 under the Securities Act of
1933, as amended, or the Securities Act.
The
sales agent is not required to sell any specific number or dollar
amount of securities. The sales agent has agreed to use its
commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between the sales
agent and us. There is no arrangement for funds to be received in
any escrow, trust or similar arrangement. The sales agent will be
entitled to compensation under the terms of the sales agreement at
a commission rate equal to 3% of the gross sales price from sales
of shares under this offering up to $30 million, and 2.5% of the
gross sales prices from sales of shares under this offering in
excess of $30 million. We will use the net proceeds from any sales
under this prospectus supplement as described under “Use of
Proceeds.” The amount of proceeds we receive from sales of
our common stock, if any, will depend on the number of shares
actually sold and the offering price of such shares.
In
connection with the sale of common stock on our behalf, Roth
Capital Partners, LLC will be deemed to be an underwriter within
the meaning of the Securities Act, and its compensation as the
sales agent will be deemed to be underwriting commissions or
discounts. We have agreed to provide indemnification and
contribution to the sales agent with respect to certain
liabilities, including liabilities under the Securities
Act.
Investing in our securities involves a high degree of risk. You
should read carefully and consider the information contained in and
incorporated by reference under “Risk Factors”
beginning on page S-7 of this prospectus, and the risk factors
contained in other documents incorporated by
reference.
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.
Roth Capital Partners
The
date of this prospectus supplement is April 30, 2019
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
|
|
|
Page
|
ABOUT
THIS PROSPECTUS SUPPLEMENT
|
S-3
|
PROSPECTUS
SUPPLEMENT SUMMARY
|
S-4
|
RISK
FACTORS
|
S-6
|
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
|
S-7
|
USE OF
PROCEEDS
|
S-7
|
DILUTION
|
S-7
|
PLAN OF
DISTRIBUTION
|
S-8
|
LEGAL
MATTERS
|
S-9
|
EXPERTS
|
S-9
|
WHERE
YOU CAN FIND MORE INFORMATION
|
S-9
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
S-9
|
ACCOMPANYING PROSPECTUS
|
Page
|
|
|
ABOUT
THIS PROSPECTUS
|
1
|
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
1
|
ABOUT
NEW AGE BEVERAGES CORPORATION
|
2
|
RISK
FACTORS
|
6
|
USE OF
PROCEEDS
|
6
|
DESCRIPTION
OF COMMON STOCK
|
6
|
DESCRIPTION
OF PREFERRED STOCK
|
7
|
DESCRIPTION
OF WARRANTS
|
8
|
DESCRIPTION
OF UNITS
|
9
|
PLAN OF
DISTRIBUTION
|
10
|
LEGAL
MATTERS
|
12
|
EXPERTS
|
12
|
WHERE
YOU CAN FIND MORE INFORMATION
|
12
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
12
|
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 sales agent 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 April 19, 2019, 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.
Business Overview
We are a Colorado and Utah-based healthy beverages and lifestyles
company engaged in the development and commercialization of a
portfolio of organic, natural and other better-for-you healthy
beverages, liquid dietary supplements, and other healthy lifestyle
products. We compete in the growth segments of the healthy
beverages industry as a leading one-stop-shop supplier for major
retailers and distributors. We also are one of the few competitors
that commercializes its business across multiple channels including
traditional retail, e-commerce, direct to consumer, and the medical
channel. We market a full portfolioof 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
also offer liquid dietary supplement products, including Tahitian
Noni Juice, through a direct-to-consumer model using independent
distributors called independent product consultants
(“IPCs”). We differentiate our brands through
functional performance characteristics and ingredients and offer
products that are organic and natural, with no high-fructose corn
syrup, no genetically modified organisms, no preservatives, and
only natural flavors, fruits, and ingredients. We rank as one of
the largest healthy beverage companies in the world as well as one
of the fastest growing beverage companies according
to
Beverage
Industry
magazine annual
rankings. 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 beverage choices. We
believe consumer awareness of the benefits of healthier lifestyles
and the availability of heathier beverages is rapidly accelerating
worldwide, and we are capitalizing on that
shift.
Corporate Information
The Company was formed under the laws of the State of Washington on
April 26, 2010, under the name American Brewing Company, Inc.
(“American Brewing”).
On April 1, 2015, American Brewing 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. In April
2016, new management assumed daily operation of the business, and
began the implementation of a new vision for the Company. In May
2016 we changed our name to Búcha,
Inc. (“Búcha”), and then on June 30,
2016, we acquired the combined assets of “Xing”
including Xing Beverage, LLC, New Age Beverages, LLC, Aspen Pure,
LLC, and New Age Properties. We then shut down all California
operations where Búcha was based, relocated the
Company’s operational headquarters to Denver, Colorado and
changed our name to New Age Beverages Corporation.
In October 2015, we sold American Brewing, including their brewery
and related assets, to focus exclusively on healthy beverages. In
February 2017, we uplisted onto The NASDAQ Capital Market. In March
2017, we acquired the assets of Maverick Brands, including their
brand Coco-Libre. In June 2017, we acquired the assets of Premier
Micronutrient Corporation (“PMC”), and also completed
the acquisition of Marley Beverage Company (“Marley”)
including the brand licensing rights to all Marley brand ready to
drink beverages.
On December 21, 2018, we completed a business combination with
Morinda, whereby Morinda became a wholly-owned subsidiary of ours.
Morinda is a Utah-based healthy lifestyles and beverage
company founded in 1996 with operations in more than 60 countries
around the world, and manufacturing operations in Tahiti, the U.S.,
China, Japan, and Germany. We believe, Morinda was the first
company to produce and sell products derived from the noni plant,
an antioxidant-rich, natural resource found in French Polynesia
that we believe sustains the well-being of those who consume or use
it. Morinda is primarily a direct-to-consumer and e-commerce
business and works with over 300,000 independent contractor IPCs
worldwide. More than 70% of its business is generated in the key
Asia Pacific markets of Japan, China, Korea, Taiwan, and
Indonesia. The combination with Morinda provides a portfolio
of healthy beverages, with multi-channel penetration spanning
traditional retail, e-commerce, and in-home, and hybrid
route-to-market spanning direct-store-delivery (DSD), wholesale,
and direct-to-consumer.
We currently have four wholly-owned subsidiaries: NABC, Inc., NABC
Properties, LLC (“NABC Properties”), New Age Health
Sciences, and Morinda. NABC, Inc. is our Colorado-based operating
company that consolidates performance and financial results of our
divisions. NABC Properties administers the New Age buildings,
physical properties, and warehouses. New Age Health Sciences
includes all of our patents and the operating performance for the
medical and hospital channels. Utah-based Morinda provides us an
additional direct-to-consumer sales channel and access to key
international markets.
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.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 of the accompanying prospectus entitled
“Description of Common Stock.”
Issuer
|
|
New Age
Beverages Corporation
|
|
|
|
Common stock offered
|
|
Shares
of our common stock having an aggregate offering price of up to
$100,000,000.
|
|
|
|
Manner of offering
|
|
“At the market offering” that may be made from time to
time through our sales agent Roth Capital Partners, LLC. See
“Plan of Distribution” beginning on page S-9 of this
prospectus.
|
|
|
|
Common stock to be outstanding after this
offering
(1)
|
|
Up to
93,674,278 shares. The actual number of shares issued will vary
depending on the sales price under this offering.
|
|
|
|
Risk factors
|
|
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.
|
|
|
|
Nasdaq symbol of common stock
|
|
NBEV
|
Use of proceeds
|
|
We intend to use the net proceeds from this offering, if any, for
general corporate purposes, including general working capital. See
“Use of Proceeds” beginning on page S-8 of this
prospectus.
|
(1) The
common stock outstanding after the offering is based on 75,392,742
shares of our common stock outstanding as of April 29, 2019 and the
sale of up to 18,281,536 shares of our common stock in this
offering at an assumed offering price of $5.47 per share, the last
reported sale price of our common stock on Nasdaq on April 29,
2019, and excludes (i) approximately 2,759,000 shares of our common
stock underlying outstanding stock options with a weighted average
exercise price of $3.06 per share, and (ii) approximately 1,227,000
shares of our common stock underlying restricted stock awards with
a weighted average grant date fair value of $4.63 per
share.
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. The trading
price of our common stock could decline due to any of these risks,
and you may lose all or part of your
investment.
Risks Related to This Offering
You will experience dilution as a result of this offering and may
experience additional dilution in the future.
Because
the price per share of our common stock being offered may be higher
than the book value per share of our common stock, you may suffer
substantial dilution in the net tangible book value of the common
stock you purchase in this offering. See the section entitled
“Dilution” below for a more detailed discussion of the
dilution you will incur if you purchase common stock in this
offering. In addition, we have a significant number of options
outstanding. If the holders of these securities exercise them or
become vested in them, as applicable, you may incur further
dilution.
Management will have broad discretion as to the use of the proceeds
from this offering and may not use the proceeds
effectively
.
Because
we have not designated the amount of net proceeds from this
offering to be used for any particular purpose, our management will
have broad discretion as to the application of the net proceeds
from this offering and could use them for purposes other than those
contemplated at the time of the offering. Our management may use
the net proceeds for corporate purposes that may not improve our
financial condition or market value.
Future sales of substantial amounts of our common stock, or the
possibility that such sales could occur, could adversely affect the
market price of our common stock.
We may
issue up to $100,000,000 of common stock from time to time in this
offering. The issuance from time to time of shares in this
offering, as well as our ability to issue such shares in this
offering, could have the effect of depressing the market price or
increasing the market price volatility of our common
stock.
It is not possible to predict the actual number of shares we will
sell under the sales agreement, or the gross proceeds resulting
from those sales.
Subject
to certain limitations in the sales agreement and compliance with
applicable law, we have the discretion to deliver a placement
notice to the sales agent at any time throughout the term of the
sales agreement. The number of shares that are sold through the
sales agent after delivering a placement notice will fluctuate
based on a number of factors, including the market price of the
common stock during the sales period, the limits we set with the
sales agent in any applicable placement notice, and the demand for
our common stock during the sales period. Because the price
per share of each share sold will fluctuate during the sales
period, it is not currently possible to predict the number of
shares that we will sell or the gross proceeds we will receive in
connection with those sales.
The common stock offered hereby will be sold in “at the
market offerings,” and investors who buy shares at different
times will likely pay different prices.
Investors
who purchase shares in this offering at different times will likely
pay different prices, and so may experience different levels of
dilution and different outcomes in their investment results. We
will have discretion, subject to market demand, to vary the timing,
prices, and numbers ofshares sold in this offering. In addition,
there is no minimum or maximum sales price for shares to be sold in
this offering. Investors may experience a decline in the value of
the shares they purchase in this offering as a result of sales made
at prices lower than the prices they paid.
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 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
The
amount of proceeds we receive from this offering will depend upon
the number of shares of our common stock sold and the market price
at which they are sold. There can be no assurance that we will be
able to sell any shares under or fully utilize the sales agreement
with the sales agent.
We
intend to use the net proceeds from this offering for general
corporate purposes, including general working capital. 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. 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.
DILUTION
If you
purchase shares in this offering, your ownership interest will be
diluted to the extent of the difference between the public offering
price per share and the as-adjusted net tangible book value per
share after this offering. The net tangible book value of our
common stock on December 31, 2018 was approximately $54.6 million,
or approximately $0.73 per share of common stock based on
approximately 75,067,000 shares outstanding. We calculate net
tangible book value per share by dividing the net tangible book
value, which is tangible assets less total liabilities, by the
number of outstanding shares of our common stock.
After
giving effect to the sale of the common stock pursuant to this
prospectus in the aggregate amount of $100 million, assuming the
sale of all of the shares offered hereunder at an assumed offering
price of $5.47 per share, the last reported sale price of our
common stock on Nasdaq on April 29, 2019, and after deducting
commissions and estimated aggregate offering expenses payable by
us, our net tangible book value as of December 31, 2018 would have
been approximately $151.8 million, or $1.63 per share of common
stock. This represents an immediate increase in net tangible book
value of $0.90 per share to our existing stockholders and an
immediate dilution in net tangible book value of $3.84 per share to
new investors. The following table illustrates this per share
dilution:
Assumed
public offering price per share
|
|
$
5.47
|
Net
tangible book value per share as of December 31, 2018
|
$
0.73
|
|
Increase
in net tangible book value per share attributable to this
offering
|
0.90
|
|
As-adjusted
net tangible book value per share after this offering
|
|
1.63
|
Dilution
per share to new investors purchasing in this offering
|
|
$
3.84
|
The
above discussion and table are based on approximately 75,067,000
shares of our common stock outstanding as of December 31, 2018 and
excludes as of such date (i) approximately 2,786,000 shares of our
common stock underlying outstanding stock options with a weighted
average exercise price of $2.84 per share, and (ii) approximately
1,229,000 shares of our common stock underlying restricted stock
awards with a weighted average grant date fair value of $4.63 per
share.
To the
extent that any outstanding options are exercised, we issue new
options under our equity compensation plans, or we otherwise issue
additional shares of common stock in the future, at a price less
than the public offering price, there will be further dilution to
investors.
PLAN OF DISTRIBUTION
We have
entered into a sales agreement with Roth Capital Partners, LLC,
dated April 30, 2019. Under the terms of the sales agreement,
we may offer and sell up to $100,000,000 of shares of our common
stock from time to time through the sales agent. Sales of shares of
our common stock, if any, under this prospectus may be made in
negotiated transactions or transactions that are deemed to be
“at the market offerings” as defined in Rule 415 under
the Securities Act.
We will
pay the sales agent commissions for its services in acting as agent
in the sale of our common stock at a commission rate equal to 3% of
the gross sales price from sales of shares under this offering up
to $30 million, and 2.5% of the gross sales prices from sales of
shares under this offering in excess of $30 million. The sales
agent may effect sales to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or
commissions from the sales agent and/or purchasers of shares of
common stock for whom it may act as agent or to whom it may sell as
principal. We estimate that the total expenses for the
offering, excluding compensation and reimbursements payable to the
sales agent under the sales agreement, will be approximately
$75,000. We have also agreed to reimburse the sales agent for the
reasonable fees and expenses of its counsel in an amount not to
exceed $75,000.
Settlement
for sales of common stock will occur on the second business day
following the date on which any sales are made, or on some other
date that is agreed upon by us and the sales agent in connection
with a particular transaction, in return for payment of the net
proceeds to us. There is no arrangement for funds to be received in
an escrow, trust or similar arrangement.
In
connection with the sale of the common stock on our behalf, Roth
Capital Partners, LLC will be deemed to be an underwriter within
the meaning of the Securities Act, and its compensation as sales
agent will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to Roth
Capital Partners, LLC against certain civil liabilities, including
liabilities under the Securities Act.
The
offering pursuant to the sales agreement will terminate upon the
earlier of (1) April 30, 2020, (2) the issuance and sale of all
shares of our common stock subject to the sales agreement; and (3)
the termination of the sales agreement as permitted
therein.
The
prospectus in electronic format may be made available on websites
maintained by the sales agent.
The
sales agent and its affiliates have in the past and may in the
future provide various investment banking and other financial
services for us and our affiliates, for which services it has
received and may in the future receive customary fees. Without
limiting the generality of the foregoing, Roth Capital Partners,
LLC acted as a representative of the underwriters under our public
offerings that we completed in August 2018 and November 2018, and
we entered into an at-the-market issuance sales agreement with Roth
Capital Partners, LLC, in September 2018, which at-the-market
offering was completed.
To the
extent required by Regulation M, the sales agent will not engage in
any market making activities involving our common stock while the
offering is ongoing under this prospectus supplement.
This
summary of the material provisions of the sales agreement does not
purport to be a complete statement of its terms and conditions. A
copy of the sales agreement is filed as an exhibit to our Current
Report on Form 8-K and is incorporated by reference in this
prospectus.
LEGAL MATTERS
Certain
legal matters will be passed upon for us by Sichenzia Ross Ference
LLP, New York, New York. Roth Capital Partners, LLC is being
represented in connection with this offering by Lowenstein Sandler
LLP, New York, New York.
EXPERTS
The
consolidated balance sheets of New Age Beverages Corporation and
its subsidiaries as of December 31, 2018 and 2017 and the related
consolidated statements of operations and comprehensive loss,
stockholders’ equity, and cash flows for the years then
ended, appearing in New Age Beverages Corporation’s Annual
Report on Form 10-K for the year ended December 31, 2018 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 financial statements of Morinda Holdings, Inc. and
Subsidiaries as of and for the years ended December 31, 2017 and
2016, incorporated in this Prospectus by reference from the Current
Report on Form 8-K/A of New Age Beverages Corporation dated March
1, 2019, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report incorporated by
reference herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and
auditing.
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.
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. 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement on Form S-3 filed by
us with the SEC. This prospectus does not contain all of the
information set forth in the registration statement, certain parts
of which are omitted in accordance with the rules and regulations
of 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.
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 year ended December 31, 2018 filed with the
SEC on April 1, 2019;
●
Our Current Reports
on Form 8-K or 8-K/A filed with the SEC on January 17, 2019,
February 25, 2019, March 1, 2019, April 2, 2019, April 11, 2019 and
April 30, 2019;
●
Our definitive
proxy statement on Schedule 14A filed with the SEC on April 16,
2019; 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
$200,000,000
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 $200,000,000. 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 April 4, 2019, the last reported
sales price for our common stock was $4.96 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
6, 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 April 19, 2019
Table of Contents
|
Page
|
|
|
ABOUT
THIS PROSPECTUS
|
1
|
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
1
|
ABOUT
NEW AGE BEVERAGES CORPORATION
|
2
|
RISK
FACTORS
|
6
|
USE OF
PROCEEDS
|
6
|
DESCRIPTION
OF COMMON STOCK
|
6
|
DESCRIPTION
OF PREFERRED STOCK
|
7
|
DESCRIPTION
OF WARRANTS
|
8
|
DESCRIPTION
OF UNITS
|
9
|
PLAN
OF DISTRIBUTION
|
10
|
LEGAL
MATTERS
|
12
|
EXPERTS
|
12
|
WHERE
YOU CAN FIND MORE INFORMATION
|
12
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
12
|
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.
ABOUT THIS PROSPECTUS
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 $200,000,000. 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, including the documents that we incorporate by
reference, contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
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.
These forward-looking statements are based on our current
expectations and projections about future events and they are
subject to risks and uncertainties known and unknown that could
cause actual results and developments to differ materially from
those expressed or implied in such statements.
In
some cases, you can identify forward-looking statements by
terminology, such as “expects,”
“anticipates,” “intends,”
“estimates,” “plans,”
“believes,” “seeks,” “may,”
“should,” “could” or the negative of such
terms or other similar expressions. Accordingly, these statements
involve estimates, assumptions and uncertainties that could cause
actual results to differ materially from those expressed in them.
Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this
prospectus.
You
should read this prospectus and the documents that we reference
herein and therein and have filed as exhibits to the registration
statement, of which this prospectus is part, completely and with
the understanding that our actual future results may be materially
different from what we expect. You should assume that the
information appearing in this prospectus is accurate as of the date
on the front cover of this prospectus or such prospectus supplement
only. Because the risk factors referred to above, as well as the
risk factors incorporated herein by reference, could cause actual
results or outcomes to differ materially from those expressed in
any forward-looking statements made by us or on our behalf, you
should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date
on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events, except as may be required under
applicable law. New factors emerge from time to time, and it is not
possible for us to predict which factors will arise. In addition,
we cannot assess the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements. We qualify all of the information
presented in this prospectus and particularly our forward-looking
statements, by these cautionary statements.
ABOUT NEW AGE BEVERAGES CORPORATION
Business Overview
We are a Colorado and Utah-based healthy beverages
and lifestyles company engaged in the development and
commercialization of a portfolio of organic, natural and other
better-for-you healthy beverages, liquid dietary supplements, and
other healthy lifestyle products. We compete in the growth segments
of the beverage industry as a leading one-stop shop supplier for
major retailers and distributors. We also are one of few
competitors that commercializes its business across multiple
channels including traditional retail, e-commerce, direct to
consumer, and the medical channel. We market a full portfolio of
Ready-to-Drink (“RTD”) 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 also offer
liquid dietary supplement products, including Tahitian Noni®
Juice, through a direct-to-consumer model using independent
distributors called independent product consultants
(“IPCs”). We differentiate our brands through
functional performance characteristics and ingredients and offer
products that are 100% organic and natural, with no high-fructose
corn syrup (“HFCS”), no genetically modified organisms
(“GMOs”), no preservatives, and only natural flavors,
fruits, and ingredients. We rank as one of largest healthy beverage
companies in the world as well as one of the fastest growing
beverage companies according to
Beverage Industry
magazine annual rankings and
Markets and
Markets
. 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 beverage choices. We believe consumer awareness of the
benefits of healthier lifestyles and the availability of heathier
beverages is rapidly accelerating worldwide, and we are
capitalizing on that shift.
Corporate Information
The
Company was formed under the laws of the State of Washington on
April 26, 2010, under the name American Brewing Company, Inc.
(“American Brewing”).
On
April 1, 2015, American Brewing 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. In April 2016, new management assumed
daily operation of the business, and began the implementation of a
new vision for the Company. In May 2016 we changed our name to
Búcha, Inc. (“Búcha”), and then on
June 30, 2016, we acquired the combined assets of
“Xing” including Xing Beverage, LLC, New Age Beverages,
LLC, Aspen Pure, LLC, and New Age Properties. We then shut down all
California operations where Búcha was based, relocated the
Company’s operational headquarters to Denver, Colorado and
changed our name to New Age Beverages Corporation.
In
October 2015, we sold American Brewing, including their brewery and
related assets, to focus exclusively on healthy beverages. In
February 2017, we uplisted onto The NASDAQ Capital Market. In March
2017, we acquired the assets of Maverick Brands, including their
brand Coco-Libre. In June 2017, we acquired the assets of Premier
Micronutrient Corporation (“PMC”), and also completed
the acquisition of Marley Beverage Company (“Marley”)
including the brand licensing rights to all Marley brand ready to
drink beverages.
On
December 21, 2018, we completed a business combination with
Morinda, whereby Morinda became a wholly-owned subsidiary of the
Company. Morinda is a Utah-based healthy lifestyles and
beverage company founded in 1996 with operations in more than 60
countries around the world, and manufacturing operations in Tahiti,
the U.S., China, Japan, and Germany. Morinda was the first company
to produce and sell products derived from the noni plant, an
antioxidant-rich, natural resource found in French Polynesia that
we believe sustains the well-being of those who consume or use it.
Morinda is primarily a direct-to-consumer and e-commerce business
and works with over 300,000 independent contractor IPCs worldwide.
More than 70% of its business is generated in the key Asia Pacific
markets of Japan, China, Korea, Taiwan, and Indonesia. The
combination with Morinda provides a portfolio of healthy beverages,
with multi-channel penetration spanning traditional retail,
e-commerce, and in-home, and hybrid route-to-market spanning
direct-store-delivery (DSD), wholesale, and
direct-to-consumer.
We
currently have four wholly-owned subsidiaries: NABC, Inc., NABC
Properties, LLC (NABC Properties”), New Age Health Sciences,
and Morinda. NABC, Inc. is our Colorado-based operating company
that consolidates performance and financial results of our
divisions. NABC Properties administers the New Age buildings,
physical properties, and warehouses. New Age Health Sciences
includes all of our patents and the operating performance for the
medical and hospital channels. Utah-based Morinda provides us an
additional direct-to-consumer sales channel and access to key
international markets.
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.
Principal Products
Our
core business is to develop, market, sell, and distribute healthy
liquid dietary supplements and ready-to-drink beverages. The
beverage industry comprises over $1 trillion in annual revenue
according to Euromonitor and Booz & Company and is highly
competitive with three to four major multibillion-dollar
multinationals that dominate the sector. We compete by
differentiating our brands as healthier and better-for-you
alternatives that are natural, organic, and/or have no artificial
ingredients or sweeteners. Our brands include Tahitian Noni Juice,
TruAge, Xing Tea, Aspen Pure®, Marley, Búcha® Live
Kombucha, PediaAde, Coco Libre, BioShield, and ‘NHANCED
Recovery, all competing in the existing growth and newly emerging
dynamic growth segments of the beverage industry. Morinda also has
several additional consumer product offerings, including a TeMana
line of skin care and lip products, a Noni + Collagen ingestible
skin care product, wellness supplements, and a line of essential
oils.
Tahitian Noni Juice and MAX
Tahitian
Noni Juice® (TNJ) is the original superfruit liquid
dietary supplement. Sourced from the noni fruit grown in French
Polynesia, we believe TNJ supports the immune system, delivers
superior antioxidants, helps rid the body of harmful free radicals,
increases energy, supports heart health, and allows for greater
physical performance levels. Ancient tradition and modern research
both support the benefits of noni.
With
Tahitian Noni Juice, Morinda brought the attention of the world to
Tahiti and French Polynesia. Within just a few years, Morinda made
noni French Polynesia’s No. 1 agricultural
export. Morinda oversees every step in the process, from tree
to bottle, ensuring the highest quality.
TruAge® MAX is a powerful noni-based liquid dietary
supplement, containing more than 350 essential nutrients and
phytonutrients from the world’s premier health-promoting
plants. Some ingredients in Max include noni, Cornelian cherry,
grape, blueberry, red sour cherry, olive and cranberry. These
ingredients work in harmony with the body’s natural
chemistry, helping balance key chemicals that support the healthy
functioning of the body's systems.
The
Company is currently developing Noni +
cannabinoids (“CBD”) products with the intent to
launch domestically and internationally in 2019, consistent
with evolving laws and regulations relating to CBD. The
Company’s vision is to be a global leader in high-quality,
research-driven CBD products across all categories. New
product lines will include CBD topicals, Noni + CBD single-use
shots, TNJ + CBD, Max + CBD, and our TeMana skin care line infused
with CBD.
Búcha Live Kombucha
Búcha® Live
Kombucha (“Búcha”) is a USDA-certified organic,
natural, non-GMO, non-HFCS, fermented Kombucha tea with more than
two billion colony forming units (“CFUs”) at batching.
Búcha is produced with a unique and proprietary manufacturing
process that eliminates the common vinegary aftertaste associated
with many other Kombuchas and gives the product a 12-month shelf
life as compared to the typical 90-day shelf life of our
competitors’ products. The production process makes
Búcha one of the world’s first shelf-stable (no
refrigeration needed) kombuchas without compromising efficacy, and
leads to consistency and stability with no risk of secondary
fermentation, secondary alcohol production, incremental sugar
production or over-carbonation.
Marley
New
Age owns the licensing rights in perpetuity to the Marley Brand of
RTD beverages and provides an annual licensing fee as a percent of
sales to the Marley estate. New Age’s Marley portfolio
extends across the CBD, yerba mate, relaxation tea, and RTD coffee
segments. The Bob Marley brand itself is a globally relevant
healthy lifestyle brand with an elite social media presence, with
more than 72 million Facebook followers and loyal Marley fans. In
2019, New Age announced its plans to commercialize a line of RTD
CBD-infused beverages in the U.S and international markets,
consistent with evolving legal and regulatory restrictions. We are
poised, positioned, and determined to be the leader in the
CBD-infused beverages market. New Age plans to create a full
portfolio of CBD beverages under the Marley brand, beginning with
the initial rollout of Mellow Mood + CBD and a Marley CBD Shot. In
January 2019, New Age entered into license agreement with Docklight
LLC to facilitate the U.S. distribution of these Marley CBD-infused
beverages.
Marley Mate
®
is
a caffeinated RTD tea, serving as a clean energy alternative to
coffee or traditional energy drinks, with the same uplifting
benefits, but without any crash or negative stigma associated with
energy drinks. Marley Mate is USDA-certified organic, clean label,
and is among the lowest sugar, calories, and carbohydrates of any
RTD yerba mate in the market. Quickly becoming a national brand in
the new and growing category, it has enjoyed excellent early
success in its initial markets since launch, outselling major
competitors in each of its initial launch
markets.
Marley
Cold Brew
Coffee®
is a healthier alternative to other cold brew brands, with 50%
lower sugar than most brands in the segment, and fewer calories
than other major Cold Brew. Brewed with authentic Jamaican Coffee,
the Marley Cold Brew blend has a preferred flavor profile with low
acidity and no bitterness. Created with an 18-month shelf life and
requiring no refrigeration, Marley Cold Brew is developing a strong
presence in ambient beverage sections, in dedicated off-the-shelf
elegant wood displays, as well as in refrigerated sets. Marley also
offers One Drop, an RTD Frappuccino
made with Premium
Jamaican Blue Mountain Coffee, and unlike competitive RTD coffees,
contains no artificial ingredients, no HFCS, no preservatives, and
no GMO’s.
Marley Mellow Mood
®
is
a RTD relaxation drink, which, as aforementioned, will include a
line extension of CBD-infused teas. Marley Mellow Mood is made with
Valerian Root, Chamomile, and other natural herbs and ingredients
and, unlike competitive RTD Teas, is all natural, has no HFCS, no
preservatives, no GMO’s, and is kosher certified. The brand
comes in 15.5 oz. cans in five flavors including Peach Raspberry,
Bartlett Pear, Raspberry Lemonade, and Honey Green Tea. Marley is
the leading relaxation drink, which is a developing sub-segment of
the RTD category.
Xing
XingTea
®
is
an all-natural, non-GMO, non-HFCS, and award winning,
ready-to-drink tea. Xing is made with brewed green and black teas,
and is further differentiated with unique natural fruit flavors,
with no preservatives, GMOs or HFCS. The product is sweetened with
only honey and pure cane sugar.
Xing Craft Brew Collection Tea
®
is
an organic, premium-brewed line of artisanal teas sold in 16 oz.
glass bottles with no added sugar and no artificial flavors. Unlike
competitors that have more than 21 grams of added sugar, Xing Craft
has no added sugar, and is an artisanal brewed tea made with single
origin grown tea blends.
Coco Libre
Coco Libre
®
is
a 100% pure coconut water (also available with watermelon juice
infused), bottled at the source from young Vietnamese coastal
coconuts. Historically a leading brand in the coconut water
segment, Coco Libre is distributed in more than 15,000 outlets
throughout the United States and Canada. Coco
Libre
®
is
offered in 1-liter and 330mL packages. Additionally, New Age
launched Coco Libre Sparkling
®
in
2018, sparkling coconut water with 30-40 calories and zero added
sugar. We believe that the differentiator of Coco
Libre
®
is
a light and crisp profile, infused with green tea extract and 100%
pure exotic fruit juices.
TeMana Skin and Lip Care
Consistent
with its line of healthy beverage products, and drawing on its vast
noni expertise, Morinda developed and launched a line of high-end,
noni-based skin and lip care products sold under the TeMana
brand.
TeMana
Brightening skin care products capture the essence of Tahiti,
taking advantage of what we believe are four unique and beneficial
elements of the noni plant: noni seed oil, noni leaf extract, noni
seed extract, and noni fruit juice. The Brightening line includes
Brightening Serum, Toner, Facial Shield, Moisturizer, Cleanser,
Facial Refiner, Body Refiner, Facial Mask, Night Cream, and Eye
Cream.
RTD TeMana
Noni + Collagen is an
ingestible skincare product. Noni + Collagen promotes firmer,
smoother, more radiant skin. It's the only collagen product
featuring noni, and also features fish collagen instead of collagen
derived from other animal sources.
Developed
in concert with the Italian cosmetics experts at B.Kolor, TeMana's
lip care products help skin feel healthy and full.
Each
of our Tahitian Noni Essential Oil blends combines purposeful,
natural, therapy-grade essential oils with pure noni seed oil.
Blends include Peppermint, Embrace, Lavender, Relief, Trim,
Fortify, Breathe, Repel, Energize, and Relax.
New Age Health Sciences Division
Our
Health Sciences Division owns 11 patents, on which significant
cooperative research studies with human and animal trials have been
completed, making New Age a beverage company with substantive
intellectual property. The patents and human need-states that are
addressed by the patent portfolio were all developed in partnership
with and funded by the U.S. government, who invested more than $30
million behind them. Our intention is to convert the patents into
products, with direct functionality in protection, treatment, or
improvement of different consumer need-states.
We
will pursue four main areas of focus where we believe we have the
most robust science and patent protection for the commercialization
of products including Rehydration/Recovery, Radiation protection,
Neural Protection/Improvement, and Cardiovascular health. We also
intend to either license or outsource any patent we do not intend
to commercialize. The Company believes that the intellectual
property portfolio is of substantial value to either pharmaceutical
or beverage companies, given the quality and uniqueness of the
patents, and the science and evidence on the efficacy of the
technologies.
‘NHANCED
‘NHANCED
is our first product that was developed by the medical and
scientific team at New Age Health Sciences. ‘NHANCED delivers
a first of its kind product, designed to be consumed the night
before surgery to improve patient outcomes after surgery. It is a
natural, clear complex carbohydrate beverage for patient use in
accordance with hospital systems adopting enhanced recovery after
surgery (“ERAS”) protocols. The product is coconut
water based and includes key vitamins and mineral co-factors for
immune support. It provides antioxidants, amino acids, and
phytonutrients for improved metabolic function.
‘NHANCED was designed to facilitate recovery
after surgery with less inflammatory response, less nausea, reduced
gastric stress, increased GI motility, less insulin resistance,
improved wound healing and immune function, and overall improved
patient satisfaction. Initial patient testing has validated the
benefits.
Two bottles taken the evening before surgery, and
one bottle up to three hours prior to surgery provide benefit to
the patient. This is an advancement from the previous paradigm of
nothing by mouth prior to surgery starting the evening before
surgery.
Bio-Shield
“Bio-Shield”
is the current working brand name for our radiation and
environmental protection product. We own the patents to what we
believe is the only product in the world proven to protect the body
from the effects of ionizing radiation and have the trials and
research studies validating the efficacy of our product. Ionizing
radiation, which comes from a number of sources, including near
proximity to sun, nuclear facilities, medical X-rays or scans,
affects the body by breaking the double-strands of DNA inside the
body. New Age’s product has proven to protect double-strand
DNA from breaking due to the impact of radiation.
“Bio-Shield” will be launched in Asia Pacific during
the first half of 2019, and thereafter we expect to launch the
product into the U.S. and other markets and channels including both
the travel and medical channels by the fourth quarter of
2019.
RISK FACTORS
Before
making an investment decision, you should carefully consider the
risks uncertainties and other factors described 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.
USE OF PROCEEDS
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
General
We are
authorized to issue up to 100,000,000 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
April 4, 2019, there were 75,357,742
shares of common stock issued and
outstanding.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
ClearTrust, LLC located in Lutz, Fl.
Listing
Our
common stock is currently traded on the NASDAQ Capital Market under
the symbol “NBEV.”
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 designated as Series A
Preferred Stock, 300,000 are designated as Series B Preferred
Stock, 7,000 are designated as Series C Convertible Preferred
Stock, 44,000 are designated as Series D Convertible Preferred
Stock. As of April 4, 2019, there were 0 shares of Series A
Preferred Stock, 0 shares of Series B Preferred Stock, 0 shares of
Series C Convertible Preferred Stock and 43,804 shares of Series D
Convertible Preferred Stock issued and outstanding.
Series D Convertible Preferred Stock
The
holders of Series D Convertible Preferred Stock are entitled to
receive a dividend of up to an aggregate of Fifteen Million Dollars
($15,000,000) (the “Milestone Dividend”) if the
Adjusted EBITDA (as defined in the governing certificate) of
Morinda Holdings, Inc. is at least Twenty Million Dollars
($20,000,000) for the year ended December 31, 2019. The Milestone
Dividend is payable on April 15, 2020. If the Adjusted EBITDA of
the Morinda Holdings, Inc. is less than Twenty Million Dollars
($20,000,000), the Milestone Dividend shall be adjusted based on
applying a five times multiple to the difference between the
Adjusted EBITDA of $20 million and actual Adjusted EBITDA for the
year ended December 31, 2019 and adjusting accordingly to the $15
million Milestone Dividend. Additionally, the Company is required
to pay an annual dividend to the holders of the Preferred Stock
equal to an aggregate of 1.5% of the Milestone Dividend amount,
payable on a pro rata basis. The Company may pay the Milestone
Dividend and /or the annual dividend in cash or in kind, provided
that if the Company chooses to pay in kind, the shares of common
stock issued as payment therefore must be registered under the
Securities Act. The Preferred Stock shall terminate on April 15,
2020, the payment date of the Milestone Dividend.
Holders
of Series D Convertible Preferred Stock are not entitled to vote
unless required by the laws of the state of
Washington.
Our
Articles of Incorporation, as amended, authorizes our board of
directors 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:
●
the title and
stated or par value of the preferred stock;
●
the number of
shares of the preferred stock offered, the liquidation preference
per share and the offering price of the preferred
stock;
●
the dividend
rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock;
●
whether dividends
shall be cumulative or non-cumulative and, if cumulative, the date
from which dividends on the preferred stock shall
accumulate;
●
the provisions for
a sinking fund, if any, for the preferred stock;
●
any voting rights
of the preferred stock;
●
the provisions for
redemption, if applicable, of the preferred stock;
●
any listing of the
preferred stock on any securities exchange;
●
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;
●
if appropriate, a
discussion of Federal income tax consequences applicable to the
preferred stock;
●
any other specific
terms, preferences, rights, limitations or restrictions of the
preferred stock.
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.
DESCRIPTION OF WARRANTS
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 which we
may issue 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 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:
●
the title of the
warrants;
●
the aggregate
number of the warrants;
●
the price or prices
at which the warrants will be issued;
●
the designation,
amount and terms of the offered securities purchasable upon
exercise of the warrants;
●
if applicable, the
date on and after which the warrants and the offered securities
purchasable upon exercise of the warrants will be separately
transferable;
●
the terms of the
securities purchasable upon exercise of such warrants and the
procedures and conditions relating to the exercise of such
warrants;
●
any provisions for
adjustment of the number or amount of securities receivable upon
exercise of the warrants or the exercise price of the
warrants;
●
the price or prices
at which and currency or currencies in which the offered securities
purchasable upon exercise of the warrants may be
purchased;
●
the date on which
the right to exercise the warrants shall commence and the date on
which the right shall expire;
●
the minimum or
maximum amount of the warrants that may be exercised at any one
time;
●
information with
respect to book-entry procedures, if any;
●
if appropriate, a
discussion of Federal income tax consequences; and
●
any other material
terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants.
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.
DESCRIPTION OF UNITS
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:
●
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;
●
a description of
the terms of any unit agreement governing the units;
and
●
a description of
the provisions for the payment, settlement, transfer or exchange of
the units.
PLAN OF DISTRIBUTION
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:
●
the terms of the
offering;
●
the names of any
underwriters or agents;
●
the name or names
of any managing underwriter or underwriters;
●
the purchase price
of the securities;
●
any over-allotment
options under which underwriters may purchase additional securities
from us;
●
the net proceeds
from the sale of the securities
●
any delayed
delivery arrangements
●
any underwriting
discounts, commissions and other items constituting
underwriters’ compensation;
●
any initial public
offering price;
●
any discounts or
concessions allowed or reallowed or paid to dealers;
●
any commissions
paid to agents; and
●
any securities
exchange or market on which the securities may be
listed.
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 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.
LEGAL MATTERS
The
validity of the issuance of the securities offered by this
prospectus will be passed upon for us by Sichenzia Ross Ference
LLP, New York, New York.
EXPERTS
The consolidated balance sheets of New
Age Beverages Corporation and its subsidiaries as of December 31,
2018 and 2017 and the related consolidated statements of operations
and comprehensive loss, stockholders’ equity, and cash flows
for the years then ended, appearing in New Age Beverages
Corporation’s Annual Report on Form 10-K, for the years ended
December 31, 2018 and 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.
The consolidated financial statements of Morinda Holdings, Inc. and
Subsidiaries as of and for the years ended December 31, 2017 and
2016, incorporated in this Prospectus by reference from the Current
Report on Form 8-K/A of New Age Beverages Corporation dated March
1, 2019, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report incorporated by
reference herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and
auditing.
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:
●
our Annual Report
on Form 10-K for the year ended December 31, 2018 filed with the
SEC on April 1, 2019;
●
Our
Current Reports on Form 8-K filed with the SEC on January 17, 2019,
February 25, 2019, April 2, 2019 and our amended Current Report on
Form 8-K/A filed March 1, 2019;
●
Our proxy statement
on Schedule 14A filed with the SEC on April 5, 2019;
●
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
●
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.
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. 68
th
Avenue, Denver,
Colorado 80229, phone number (303) 289-8655.
$100,000,000
NEW AGE BEVERAGES CORPORATION
Common Stock
PROSPECTUS SUPPLEMENT
Roth Capital Partners
April 30, 2019
NewAge (NASDAQ:NBEV)
Historical Stock Chart
From Aug 2024 to Sep 2024
NewAge (NASDAQ:NBEV)
Historical Stock Chart
From Sep 2023 to Sep 2024