Current Report Filing (8-k)
August 16 2018 - 5:06PM
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): August 10,
2018
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New Age Beverages Corporation
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction of incorporation)
001-38014
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27-2432263
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1700
E. 68
th
Avenue, Denver, CO 80229
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(Address of principal executive offices) (Zip Code)
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(303)
289-8655
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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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:
☐
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))
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 August 10, 2018 (the “
Closing Date
”), New Age Beverages Corporation, a
Washington corporation (the “
Company
”) and its wholly-owned subsidiaries NABC,
Inc., NABC Properties, LLC and New Age Health Sciences, Inc. (the
“
Subsidiaries
” and collectively with the Company, the
“
Borrowers
”) entered into a loan and security
agreement with Siena Lending Group LLC (the
“
Lender
”) which provides for a $12 million
aggregate principal amount revolving credit facility (the
“
Loan
and Security Agreement
”)
which is subject to availability based on eligible accounts
receivables and eligible inventory of the Company. The Loan and
Security Agreement has a scheduled maturity date of August 10, 2021
(the “
Maturity
Date
”).
Pursuant to the Loan and Security Agreement, the Company and the
Subsidiaries granted to the Lender a security interest in all
assets of the Company and the Subsidiaries. In addition, pursuant
to an intellectual property security agreement (the
“
IP
Security Agreement
”), the
Company and New Age Health Sciences, Inc. granted to the Lender a
continuing security interest in all of their respective
intellectual property. In addition, pursuant to the Collateral
Pledge Agreement, the Company granted the Lender a security
interest in the equity interests of the Subsidiaries. The
Lender’s obligation to fund any loans under the Loan and
Security Agreement is subject to the satisfaction of certain
closing conditions, including the requirement to raise debt or
equity, as described in the Loan and Security
Agreement.
The Loan and Security Agreement contains standard and customary
events of default including, but not limited to:
●
failure
to make payments of principal or interest when due;
●
failure
to comply with certain covenants;
●
bankruptcy
or insolvency.
The Loan and Security Agreement also includes an event of default
if Brent Willis ceases to be employed as chief executive officer or
if Chuck Ence ceases to be employed as the chief financial
officer/controller, unless a successor is appointed within 60 days
and such successor is reasonably satisfactory to the
Lender.
If for any reason the Lender’s commitment to make revolving
loans is terminated prior to the Maturity Date, in addition to the
payment of any outstanding principal and interest, the Borrowers
will be required to pay an early payment/termination premium
consisting of the applicable percentage of the amount of the
revolving loan commitment termination (the
“
Applicable
Percentage”
). The
Applicable Percentage shall be (i) 4%, if such event occurs on or
before the first anniversary of the Closing Date, (ii) 2.25% if
such event occurs after the first anniversary of the Closing Date,
but on or before the second anniversary of the Closing Date, or
(iii) 1.25% if such event occurs after the second anniversary of
the Closing Date
but
before the Maturity Date.
In connection with the financing, pursuant to an advisory agreement
between the Company and Alliance Global Partners
(“
AGP
”), a licensed broker-dealer with FINRA, the
Company has agreed to pay to AGP a cash fee of $240,000 upon
funding of the initial loan.
The foregoing are only brief descriptions of the material terms of
the Loan and Security Agreement, the IP Security Agreement and the
Collateral Pledge Agreement, the forms of which are attached hereto
as exhibits to this Current Report on Form 8-K, and are
incorporated herein by reference. The foregoing does not purport to
be a complete description of the rights and obligations of the
parties thereunder and such descriptions are qualified in their
entirety by reference to such exhibits.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits.
Loan and Security
Agreement dated August 10, 2018 among New Age Beverages
Corporation, NABC, Inc., NABC Properties, LLC, New Age Health
Sciences, Inc. and Siena Lending Group LLC
Intellectual
Property Security Agreement dated as of August 10, 2018 by New Age
Beverages Corporation and New Age Health Sciences, Inc. in favor of
Siena Lending Group LLC
Collateral Pledge
Agreement dated as of August 10, 2018 by New Age Beverages
Corporation in favor of Siena Lending Group LLC
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:
August 16, 2018
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By:
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/s/
Brent
Willis
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Brent
Willis
Chief
Executive Officer
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