Current Report Filing (8-k)
August 20 2020 - 4:21PM
Edgar (US Regulatory)
0001579823
false
0001579823
2020-08-19
2020-08-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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, 2020
NewAge, Inc.
(Exact
name of registrant as specified in its charter)
Washington
|
|
001-38014
|
|
27-2432263
|
(State
or other jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
Number)
|
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)
|
New
Age Beverages Corporation
|
(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)
|
|
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.001 per share
|
|
NBEV
|
|
Nasdaq
Capital Market
|
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.
NewAge,
Inc. (the “Company”) is furnishing as Exhibit 99.1 a presentation to be used by the Company during investor meetings.
The
presentation contains estimates of the expected pro forma financial results of the Company following the closing of the transactions
contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July, 20, 2020, by and among
the Company, Ariel Merger Sub, LLC, Ariix, LLC (“Ariix”), certain members of Ariix and Frederick Cooper, as Sellers
Agent, pursuant to which the Company agreed to acquire Ariix, which owns five brands in the e-commerce and direct selling channels,
including Arrix, Zennoa, Limu, MaVie, and Shannen, subject to the conditions and terms set forth therein (the “Acquisition”).
The Company announced the Merger Agreement on July 20, 2020. The Company expects the Acquisition to close in the third quarter
of 2020.
The
information in this report and Exhibit 99.1 attached hereto (i) 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, and (ii) shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This
report, including Exhibit 99.1, may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are
subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements
can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s Quarterly
Report on Form 10-Q for the three months ended March 31, 2020, and the Company’s Quarterly Report on Form 10-Q for the three
months ended June 30, 2020 that have been filed with the Securities and Exchange Commission. The Company does not undertake to
update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking
statements.
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.
|
NewAge,
Inc.
|
|
|
Date:
August 20, 2020
|
By:
|
/s/
Gregory A Gould
|
|
|
Gregory
A. Gould
Chief
Financial Officer
|
NewAge (NASDAQ:NBEV)
Historical Stock Chart
From Aug 2024 to Sep 2024
NewAge (NASDAQ:NBEV)
Historical Stock Chart
From Sep 2023 to Sep 2024