Current Report Filing (8-k)
June 13 2017 - 5:16PM
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): June 13, 2017
New
Age Beverages Corporation
(State
or other jurisdiction of incorporation)
Washington
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333-215267
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27-2432263
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(State
or other jurisdiction
of
incorporation)
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(Commission
file
Number)
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(IRS
Employer
Identification
No.)
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1700
East 68
th
Avenue, Denver, CO
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80229
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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:
(303) 289-8655
____________________________________________________
(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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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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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 [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]
Forward-Looking
Statements
This
Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking
statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use
of words such as “expects,” “plans,” “will,” “forecasts,” “projects,”
“intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they
do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results
and product and development programs. One must carefully consider any such statement and should understand that many factors could
cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad
variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can
be guaranteed and actual future results may vary materially.
Information
regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available
to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes
of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors
of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future
market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking
statement. As a result, investors should not place undue reliance on these forward-looking statements.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 23, 2017, New Age Beverages Corporation, a Washington corporation (“we” or the “Company”), entered
into an Asset Purchase Agreement (the “Agreement”) whereby the Company agreed to acquire substantially all of the
operating assets of Marley Beverage Company, LLC (“Marley”), which is a company engaged in the development, manufacturing,
selling and marketing of nonalcoholic relaxation teas and sparkling waters, and ready to drink coffee drinks (the “Acquisition”).
On March 23, 2017, the parties executed the Asset Purchase Agreement for the Acquisition, with the Closing having taken place
on June 13, 2017 (the “Closing Date”). The consideration for the Acquisition was amended pursuant to an Amendment
to the Asset Purchase Agreement dated June 9, 2017, which is attached as Exhibit 10.2 to this Form 8-K.
Upon the Closing Date, the Company received substantially all of
the operating assets of Marley, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange
for a purchase price of 3,000,000 shares of the Company’s common stock, as well as an earn out payment of $1,250,000 in cash
if the gross revenues of the Marley business during any trailing twelve calendar month period after the Closing Date are equal
to or greater than $15,000,000. The earnout, if applicable, will be paid as $625,000 on or before the 15
th
day after
the end of the first trailing twelve calendar month period in which the earnout condition is satisfied, $312,500 not later than
the first anniversary of the initial earnout payment, and $312,500 not later than the second anniversary of the initial earnout
payment. The shares of Common Stock issued pursuant to the Acquisition have not been registered, but the holders have piggyback
registration rights, as well as demand registration rights, with the demand registration rights beginning twelve months from the
Closing Date. The Acquisition was subject to customary closing conditions. A copy of the Asset Purchase Agreement dated March 23,
2017 was filed as Exhibit 10.1 to the Form 8-K filed on March 29, 2017.
The Company intends to file financial statements of Marley in an
amendment to this Current Report on Form 8-K no later than 71 days from the Closing Date. The foregoing description of the Acquisition
and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Asset Purchase Agreement and the amendment thereto and incorporated exhibits, which are filed as Exhibits 10.1 and 10.2 hereto,
and which are incorporated herein by reference.
The shares of our Common Stock issued in connection with the Acquisition
will not be registered under the Securities Act unless the registration rights agreement provisions are exercised, and have been
issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). Certificates representing these shares will contain a legend stating the restrictions applicable
to such shares.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
The
securities described above have been issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
10.1
Asset Purchase Agreement and Exhibits*
10.2
Amendment to Asset Purchase Agreement
*Previously
filed on March 29, 2017.
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:
June 13, 2017
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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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