Current Report Filing (8-k)
July 12 2021 - 6:06AM
Edgar (US Regulatory)
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2021-06-30
2021-06-30
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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): June 30, 2021
NewAge,
Inc.
(Exact name of registrant
as specified in its charter)
Delaware
|
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001-38014
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27-2432263
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(State
or other jurisdiction
|
|
(Commission
|
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(I.R.S.
Employer
|
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
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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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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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
7.01 Regulation FD Disclosure.
On
July 11, 2021, NewAge, Inc. (the “Company”) issued a press release announcing the MOU described below. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K 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 Current Report on Form 8-K shall not
be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item
8.01 Other Events.
On
June 30, 2021, the Company entered into a memorandum of understanding (the “MOU”) with TCI Co., Ltd. (“TCI”).
Under the MOU, the Company and TCI intend to enter into definitive agreements to (a) sell certain manufacturing equipment to TCI for
$3.5 million and a share of the revenue going forward for five years, (b) transfer the Company’s lease for its facility in American
Fork, Utah to TCI, and (c) engage TCI to manufacture products currently manufactured at the leased property.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
*
Schedules and 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:
July 12, 2021
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By:
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/s/
Brent D. Willis
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Brent
D. Willis
Chief
Executive Officer
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