Current Report Filing (8-k)
September 10 2020 - 4:16PM
Edgar (US Regulatory)
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2020-09-04
2020-09-04
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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): September 4, 2020
NewAge,
Inc.
(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, CO 80202
(Address
of principal executive offices) (Zip Code)
(303)
566-3030
(Registrant’s
telephone number, including area code)
(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:
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 4, 2020, NewAge, Inc. (the“Company”) and David Vanderveen, the Chief Operating Officer of the Company, entered
into a Confidential Settlement Agreement and Release (the“Settlement Agreement”) in connection with Mr. Vanderveen’s
resignation from the Company, which is deemed effective as of August 1, 2020. Under the Settlement Agreement, Mr. Vanderveen has
agreed to release any and all claims he may have against the Company in exchange for receiving (i) $400,000 payable upon his entry
into the Settlement Agreement, (ii) a salary continuation of $4,423 per week (up to a maximum of approximately $287,500) paid
until the earlier of the completion of 65 weeks of salary payments or Mr. Vanderveen’s obtaining new employment; and (iii)
payment of up to 18 months of COBRA premiums for continued health benefit coverage. In addition, under the Settlement Agreement,
the vesting of certain of Mr. Vanderveen’s restricted shares of common stock and options have been accelerated, resulting
in his receiving 41,250 shares of fully vested common stock of the Company and 42,900 options to purchase Company common stock
at an exercise price of $1.77 that expire on September 4, 2021. In connection with his resignation, Mr. Vanderveen entered into
a consulting agreement with the Company under which Mr. Vanderveen will provide up to 20 hours per week of consulting services
to the Company for a six-month period and will receive $22,500 per month. Mr. Vanderveen is also eligible to receive a finder’s
fee for any potential business acquisition candidates brought to the Company in accordance with the terms of the consulting agreement.
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:
September 10, 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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