Current Report Filing (8-k)
September 29 2020 - 7:16AM
Edgar (US Regulatory)
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0001579823
2020-09-24
2020-09-24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2020
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NewAge, Inc.
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(Exact name of registrant as specified
in its charter)
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Washington
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001-38014
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27-2432263
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification Number)
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2420 17th Street, Suite 220, Denver, CO 80202
(Address of principal executive offices) (Zip Code)
(303)
566-3030
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par
value $0.001 per share
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NBEV
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Nasdaq Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
September 24, 2020 (the “Closing Date”), NewAge, Inc. (the “Company”) entered into a Membership Interest
Purchase Agreement (the “Purchase Agreement”), by and between the Company and Zachert Private Equity GmbH (the “Buyer”),
pursuant to which the Company sold all of the membership interests in its subsidiary, Brands Within Reach, LLC (“BWR”),
to the Buyer, subject to the terms and conditions set forth therein (the “BWR Sale”). BWR’s assets include licensed
brands, including Nestea, Volvic, evian, illy, Kusmi Tea, Saint Geron and Found; owned brands, including Xing, búcha, Aspen
Pure and CoCo Libre; and the machinery, equipment and other assets necessary for the distribution of such brands.
On
the Closing Date, BWR issued to the Company (i) a promissory note in the aggregate amount of $2.5 million that bears an interest
rate of 10% and matures three years from the Closing Date and (ii) a promissory note in the aggregate amount of approximately
$3.3 million related to inventory of BWR that was pre-paid by the Company that bears no interest and matures nine months from
the Closing Date. Pursuant to the terms of the Purchase Agreement, the Company made a cash disbursement to the Buyer of approximately
$660,000 and issued 691,953 shares of the Company’s common stock having a value of $1,250,000, using a five day VWAP, to
the Buyer. Under the terms of the BWR Sale, on the third anniversary of the Closing Date, the Company has the right to purchase
10% of the membership interests of BWR for $2,500,000. The Company agreed to certain non-competition and non-solicitation provisions
for a period of three years beginning on the Closing Date. The Company has agreed to retain certain liabilities of BWR, which
are specified in the Purchase Agreement, after the closing of the BWR Sale. The Purchase Agreement contains customary representations,
warranties, covenants and indemnities by the parties to such agreement.
In
connection with the BWR Sale, the Company entered into a Distributor Agreement with BWR, pursuant to which BWR appointed the Company
as its exclusive distributor of certain beverage products in Colorado and Wyoming. In addition, the Company and BWR entered into
a Transition Services Agreement, under which the Company agreed to provide certain transitional services to BWR until December
31, 2020, unless such services are terminated earlier in accordance with the agreement.
This
summary of the Purchase Agreement in this Current Report on Form 8-K is qualified by reference to the full text of the Purchase
Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 29, 2020, the Company issued a press release announcing the BWR Sale. A copy of the press release is furnished as Exhibit
99.1 of this report.
The
information under Item 7.01 and in Exhibit 99.1 of this report is being furnished and shall not be deemed “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this report shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
* Schedules and some exhibits have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted
schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NewAge,
Inc.
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Date:
September 29, 2020
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By:
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/s/
Gregory A. Gould
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Gregory
A. Gould
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Chief
Financial Officer
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