Amended Current Report Filing (8-k/a)
August 28 2017 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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
(Formerly,
American Brewing Company, Inc., and Búcha, Inc.)
(Exact
name of registrant as specified in its charter)
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 (see General Instruction A.2.below):
[ ]
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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]
Explanatory
Note
This
Form 8-K/A (“Form 8-K/A”) amends the Current Report on Form 8-K filed by New Age Beverages Corporation. (the “Company”)
with the Securities and Exchange Commission (“SEC”) on June 13, 2017 (the “Original Form 8-K”). The Original
Form 8-K reported under Item 1.01 that the Company entered into an Asset Purchase Agreement, dated March 23, 2017 (the “APA”),
as amended pursuant to an Amendment to the Purchase Agreement dated June 9, 2017 (the “Amendment” and collectively
with the APA, the “Purchase Agreement”), pursuant to which the Company acquired substantially all of the operating
assets of Marley Beverage Company, LLC (“Marley”).
At
the Closing of the Purchase Agreement on June 13, 2017, the Company acquired 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. The Purchase Agreement provides for 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.
Pursuant to the terms of the Purchase Agreement, the holders of the shares of Common Stock issued in the acquisition were granted
piggyback registration rights, as well as demand registration rights, with the demand registration rights beginning twelve months
from the Closing Date. The consummation of the acquisition was subject to customary closing conditions.
The
description of the Purchase Agreement found in this Form 8-K/A is not intended to be complete and is qualified in its entirety
by reference to the agreements included or incorporated by reference in the Original Form 8-K.
This
Form 8-K/A amends Item 9.01 of the Original Form 8-K to include financial statements of the business acquired and pro forma financial
information in accordance with Items 9.01(a) and (b) within seventy-one calendar days after the date on which the initial report
on Form 8-K was required to be filed. Except as set forth in Item 9.01 below, no other changes are being made to the Original
Form 8-K.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
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(a)
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Financial
Statements of Businesses Acquired
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The following
financial statements are filed with this Form 8-K and are incorporated herein by reference:
Exhibit 99.1
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●
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Audited balance sheets of Marley Beverage Company, LLC as
of December 31, 2016 and 2015; respectively, and the related statements of operations, members’ deficit and cash flows
for the years then ended;
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Exhibit 99.2
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●
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Unaudited balance sheet of Marley Beverage Company, LLC as
of June 13, 2017 and the related statements of operations, members’ deficit and cash flows for the period from January
1, 2017 to June 13, 2017.
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(b)
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Pro
Forma Financial Information
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The following
unaudited pro forma condensed consolidated financial statements are filed with this Form 8-K as exhibit 99.3 and are incorporated
herein by reference:
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●
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Unaudited pro forma combined balance
sheet of the Company and Marley as of December 31, 2016 as if the Acquisition occurred January 1, 2016;
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●
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Unaudited pro forma combined statements
of operations of the Company and Marley for the year ended December 31, 2016 and for the six months ended June 30, 2017 as
if the Acquisition occurred January 1, 2015; and
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(c)
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Exhibits
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Exhibit 23.1
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Consent of Accell Audit & Compliance, P.A. to the incorporation
of their report on the financial statements of Marley Beverage Company, LLC.
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The unaudited pro
forma combined financial information is presented for informational purposes only. The pro forma data is not necessarily
indicative of what the Company’s financial position or results of operations actually would have been had the Company completed
the Acquisition as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport
to project the future financial position or operating results of the combined company.
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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(Registrant)
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Date:
August 28, 2017
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By:
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/s/
Brent Willis
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Brent
Willis
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Chief
Executive Officer
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By:
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/s/
Chuck Ence
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Chuck
Ence
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Chief
Financial Officer
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