Current Report Filing (8-k)
March 03 2022 - 6:07AM
Edgar (US Regulatory)
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2022-03-01
2022-03-01
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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): March 1, 2022
NewAge,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-38014 |
|
27-2432263 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
7158
S. FLSmidth Dr., Suite 250, Midvale, UT
(address
of principal executive offices)
84047
(zip
code)
801-813-3000
(Registrant’s
telephone number, including area code)
2420
17th Street, Suite 220, Denver, CO 80202
(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) |
|
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|
|
☐ |
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. ☐
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 |
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors. |
Effective
March 1, 2022, the Board of Directors (the “Board”) of NewAge, Inc. (“NewAge”) appointed Ms. Michele Crocker
as a director to serve until the 2022 annual meeting of stockholders. The Board has appointed Ms.
Crocker to serve on the Audit Committee and the Compensation Committee.
The
Board has determined that Ms. Crocker is independent within the meaning of the Nasdaq listing standards and applicable rules and regulations
of the Securities and Exchange Commission. There are no family relationships between Ms. Crocker and any previous or current officers
or directors of NewAge, Inc., and Ms. Crocker has no direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Ms.
Crocker will participate in NewAge’s standard compensation program for non-employee directors, as described in its proxy statement
filed with the Securities and Exchange Commission on March 25, 2021.
Change
of Corporate Headquarters
Effective
March 1, 2022, NewAge has relocated its corporate headquarters from Denver, Colorado to Midvale, Utah. NewAge’s Midvale location
already performs vital functions for the company in areas such as operations, information technology, finance and accounting, marketing
and sales, legal, and project management. This relocation will build upon NewAge’s strong presence in Utah.
Director
Press Release
On
March 3, 2022, NewAge issued a press release announcing the appointment of Ms. Crocker to the Board. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the Requirements of the Securities 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:
March 3, 2022 |
By: |
/s/
Kevin Manion |
|
|
Kevin
Manion |
|
|
Chief
Financial Officer |
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