Item 1.01 Entry into a Material Definitive
Agreement.
On April 30, 2019, New Age Beverages Corporation (the
“Company”) entered into an At the Market Offering
Agreement (the “Offering Agreement”) with Roth
Capital Partners, LLC (the “Agent”), pursuant to which
the Company may offer and sell from time to time up to an aggregate
of $100 million in shares of the Company’s common stock (the
“Placement Shares”), through the Agent.
The Placement Shares have been registered under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to
the Registration Statement on Form S-3 (File No. 333-230755) (the
“Registration Statement”), which was declared effective
by the Securities and Exchange Commission (“SEC”) on
April 19, 2019, the base prospectus contained within the
Registration Statement, and a prospectus supplement that was filed
with the SEC on April 30, 2019.
Sales of the Placement Shares, if any, pursuant to the Offering
Agreement, may be made in sales deemed to be “at the market
offerings” as defined in Rule 415 promulgated under the
Securities Act. The Agent will act as sales agent and will use
commercially reasonable efforts to sell on the Company’s
behalf all of the Placement Shares requested to be sold by the
Company, consistent with its normal trading and sales practices, on
mutually agreed terms between the Agent and the
Company.
The Company has no obligation to sell any of the Placement Shares
under the Offering Agreement. The Offering Agreement terminates on
April 30, 2020 and may be earlier terminated by the Company upon
five business days’ notice to the Agent and at any time by
the Agent or by the mutual agreement of the parties.
The Company intends to use the net proceeds from this offering
for
general corporate purposes, including working
capital
.
The Offering Agreement contains customary representations,
warranties and agreements by the Company, as well as
indemnification obligations of the Company for certain liabilities
under the Securities Act.
Under the terms of the Offering Agreement, the Company will pay the
Agent a commission equal to 3% of the gross proceeds from the
gross sales price of the Placement Shares up to $30 million, and
2.5% of the gross proceeds from the gross sales price of the
Placement Shares in excess of $30 million. In addition, the Company
has agreed to pay certain expenses incurred by the Agent in
connection with the offering.
This Current Report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or other jurisdiction.
The description of the material terms of the Offering Agreement is
not intended to be complete and is qualified in its entirety by
reference to the Offering Agreement, which is filed as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein by
reference.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an
opinion to the Company regarding the validity of the Placement
Shares. A copy of the opinion is filed as Exhibit 5.1 to this
Current Report on Form 8-K.