Current Report Filing (8-k)
April 15 2020 - 5:31PM
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): April 14, 2020
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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(303)
566-3030
(Registrant’s
telephone number, including area code)
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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 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
April 14, 2020, New Age Beverages Corporation (the “Company”) entered into a loan with East West Bank as the lender
(“Lender”) in an aggregate principal amount of $6,868,400 (“PPP Loan”) under the Paycheck Protection Program
under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The PPP Loan is evidenced by a promissory note (“Note”).
Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of 1% per annum, with the first six months of interest
deferred, has a term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply
to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered
rent and mortgage obligations, and covered utility payments incurred by the Company during the eight-week period beginning on
April 10, 2020, calculated in accordance with the terms of the CARES Act.
The
Note provides for customary events of default including, among other things, payment defaults, breach of representations and warranties,
and insolvency events. The PPP Loan may be accelerated upon the occurrence of an event of default.
The
foregoing summary is qualified in its entirety by reference to the Note, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
foregoing terms and conditions of the Notes and the PPP Loan described in Item 1.01 of this Current Report on Form 8-K are 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:
April 15, 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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