Current Report Filing (8-k)
August 26 2021 - 7:32AM
Edgar (US Regulatory)
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2021-08-20
2021-08-20
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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): August 20, 2021
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NewAge,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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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
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(Address
of principal executive offices) (Zip Code)
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(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
August 20, 2021, NewAge, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”), dated
as of August 20, 2021, by and among the Company, Morinda Holdings, Inc. (“Morinda Holdings”), Morinda, Inc. (“Morinda”),
Tropical Resources, Inc. (“Tropical” and together with the Company, Morinda Holdings and Morinda, the “Sellers”)
and TCI Co., Ltd. (“TCI”). Morinda Holdings, Morinda and Tropical are direct or indirect wholly-owned subsidiaries of the
Company.
Pursuant
to the Agreement, the Sellers are (i) selling certain manufacturing equipment (the “Purchased Equipment”) used by Tropical
located at the Sellers’ leased facility in American Fork, Utah (the “Facility”) to TCI for $3.5 million (the “Purchase
Price”) and a share of the revenue going forward for five years, (ii) transferring the Facility lease to TCI, and (iii) engaging
TCI to manufacture products currently manufactured by Tropical at the Facility. The closing is expected to occur on or about October
1, 2021 (the “Closing Date”). Half of the Purchase Price for the Purchased Equipment will be paid by TCI within 10 business
days of the Closing Date and the other half of the Purchase Price will be paid by TCI within three business days after completion of
a Transition Services Agreement, to be entered into by the Sellers and TCI. The Sellers are entitled to semi-annual royalty payments
from TCI equal to three percent (3%) of net sales revenue, which is the net amount of purchase orders received by TCI from Seller entities
after the Closing Date and ending on the fifth anniversary of the Closing Date.
Prior
to the Closing Date, the Sellers shall use best efforts to transfer the business relationships of its existing clients to TCI. After
the Closing Date, TCI agrees to manufacture the Sellers’ products that have been manufactured at the Facility and the parties agree
to cooperate in good faith and use commercially reasonable efforts to reduce the costs of the Sellers’ products manufactured by
TCI.
Under
the Agreement, the Sellers have agreed to (a) a customary non-competition provision preventing the Sellers from engaging in the manufacture
of beverages in the United States for two years commencing on the Closing Date (the “Restricted Period”), and (b) a customary
non-solicitation provision preventing the Sellers from soliciting TCI employees during the Restricted Period. The Agreement also contains
customary representations, warranties, covenants and indemnities by the parties and customary termination provisions.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Number
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Description
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104
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Cover
Page Interactive Data File, formatted in Inline XBRL
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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:
August 26, 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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