Current Report Filing (8-k)
October 11 2019 - 8:01AM
Edgar (US Regulatory)
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): October 9, 2019
New
Age Beverages Corporation
(Exact
Name of Registrant as specified in its charter)
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, Colorado
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80202
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
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303-566-3030
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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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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 (17 CFR 230.405)
or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging
growth company [X]
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. [X]
Item
1.01 Entry into a Material Definitive Agreement.
On
March 29, 2019, New Age Beverages Corporation, a Washington corporation (the “Company”), and East West Bank (“EWB”)
entered into a Loan and Security Agreement, which was amended by the First Amendment, Waiver and Consent to Loan and Security
Agreement, dated July 11, 2019 (as amended, the “Loan Agreement”). The Loan Agreement provides for (i) a term loan
in the aggregate principal amount of $15.0 million, which may be increased to $25.0 million, subject to the satisfaction of certain
conditions and (ii) a $10.0 million revolving loan facility.
On
October 9, 2019, the Company entered into a Second Amendment and Waiver to Loan and Security Agreement (the “Second Amendment”)
with EWB. Under the Second Amendment, the Bank waived (i) any default under Section 7.12(b) of the Loan Agreement for failure
to maintain at least $5.0 million of net cash at an account at EWB or any of EWB’s affiliates in the United States or in
China during the period from July 25, 2019 to October 9, 2019 and (ii) any default under Sections 6.8(a) and 7.6 for failing to
maintain primary operating accounts with EWB or EWB’s affiliates and ensure that the Company and its subsidiaries’
deposit accounts and securities and investment accounts with third party financial institutions located in China contain no more
than 40% of the Company and its subsidiaries’ total cash, cash equivalents and investment balances maintained in China.
The Second Amendment also amended (i) Sections 6.8(a) and 7.6 of the Loan Agreement to extend the time period for complying with
Section 6.8(a) from no later than 120 days after the Effective Date (as defined in the Loan Agreement) to November 30, 2019 and
to make the covenants no longer applicable to the Company’s subsidiaries in China and (ii) Section 7.12(b) to decrease the
amount of net cash of the Company and its subsidiaries required to be maintained at an EWB account on and after December 31, 2019
from $5.0 million to $2.0 million.
The
summary of the Second Amendment in this Current Report on Form 8-K is qualified by reference to the full text of the Second Amendment,
which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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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New Age Beverages Corporation
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Date: October
11, 2019
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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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