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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NewAge Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 15, 2022 |
NewAge, Inc. Announces Sale of Legacy Direct Store Distribution Division Exhibit 99.1 NewAge, Inc. Announces Sale of Legacy Direct Store Distribution Division SALT LAKE CITY, Sept. 9, 2022 ? NewAge, Inc. (OTC: NBEVQ) (the ?Company?), the Utah-based direct-to-consumer (D2C) organic and healthy products company, today announced that its wholly-owned subsidiaries, NABC, Inc. and NABC Properties, LLC (together, ?NABC?), have entered into a definitive agreement to sell the |
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| September 15, 2022 |
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 9, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| September 2, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 30, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 30, 2022 |
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 30, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 30, 2022 |
NewAge, Inc. Files Voluntary Petition for Relief Under Chapter 11 Exhibit 99.1 NewAge, Inc. Files Voluntary Petition for Relief Under Chapter 11 SALT LAKE CITY, August 30, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company?), the Utah-based direct-to-consumer (D2C) organic and healthy products company, today announced that on August 30, 2022 the Company and certain of its subsidiaries, Ariix LLC, Morinda Holdings, Inc., and Morinda, Inc. (collectively, the ?Debtor |
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| August 18, 2022 |
NewAge, Inc. Receives Nasdaq Notice on Late Filing of its Form 10-Q Exhibit 99.1 NewAge, Inc. Receives Nasdaq Notice on Late Filing of its Form 10-Q SALT LAKE CITY, August 18, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company? or ?NewAge?), announced that on August 12, 2022 it received an additional delinquency notice from the Nasdaq Stock Market, dated August 11, 2022 (the ?August Notice?), notifying the Company that it is not in compliance with Nasdaq Listing Rul |
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| August 18, 2022 |
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 12, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 12, 2022 |
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 8, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-38014 27-2432263 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 8, 2022 |
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): July 1, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| July 8, 2022 |
Exhibit 99.1 NewAge, Inc. Announces Departure of Chief Financial Officer and Appointment of Principal Financial Officer SALT LAKE CITY, July 8, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company? or ?NewAge?), today announced that Kevin Manion, Chief Financial Officer, departed the Company as of July 1, 2022. Lawrence Perkins, who along with his firm SierraConstellation Partners LLC have been engage |
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| June 8, 2022 |
NewAge, Inc. Announces Review of Strategic Alternatives Exhibit 99.1 NewAge, Inc. Announces Review of Strategic Alternatives SALT LAKE CITY, June 8, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company?), the Utah-based direct-to-consumer (D2C) organic and healthy products company, today announced that its Board of Directors has initiated a process to evaluate potential strategic alternatives to maximize shareholder value. As part of the process, the Board |
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| June 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 8, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 17, 2022 |
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): May 12, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 17, 2022 |
NewAge, Inc. Receives Nasdaq Notice on Late Filing of its Form 10-Q Exhibit 99.1 NewAge, Inc. Receives Nasdaq Notice on Late Filing of its Form 10-Q SALT LAKE CITY, May 17, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company? or ?NewAge?), announced that it received an additional delinquency notice from the Nasdaq Stock Market on May 12, 2022 notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the ?Rule?) due to the Company?s failu |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio |
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| April 4, 2022 |
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): April 4, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| April 4, 2022 |
NewAge, Inc. Receives Notification from Nasdaq Related to Delayed Annual Report on Form 10-K Exhibit 99.1 NewAge, Inc. Receives Notification from Nasdaq Related to Delayed Annual Report on Form 10-K SALT LAKE CITY, April 4, 2022 ? As previously announced, on March 16, 2022, NewAge, Inc. (Nasdaq: NBEV) (the ?Company? or ?NewAge?), filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the |
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| March 31, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 31, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| March 31, 2022 |
NewAge, Inc. Delays Filing of Annual Report on Form 10-K Exhibit 99.1 NewAge, Inc. Delays Filing of Annual Report on Form 10-K SALT LAKE CITY, March 31, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (the ?Company? or ?NewAge?) today announced that although the Company filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (?SEC?) indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December |
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| March 18, 2022 |
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): January 4, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe |
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| March 15, 2022 |
NewAge, Inc. Delays Fourth Quarter and Full Year 2021 Financial Results Conference Call Exhibit 99.1 NewAge, Inc. Delays Fourth Quarter and Full Year 2021 Financial Results Conference Call SALT LAKE CITY, March 15, 2022 ? NewAge, Inc. (Nasdaq: NBEV), a direct selling company with a primary focus on healthy products, today announced its fourth quarter and full year 2021 earnings release and conference call will be rescheduled to allow additional time to complete its Annual Report on F |
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| March 15, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 15, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| March 14, 2022 |
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 9, 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) (IR |
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| March 14, 2022 |
Revolving Line of Credit between East West Bank and NewAge, Inc. dated March 9, 2022 Exhibit 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this ?Agreement?) is entered into as of March 11, 2022, by and between East West Bank, a California banking corporation (?Bank?) and NewAge, Inc., a Delaware corporation (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets for |
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| March 9, 2022 |
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 3, 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) (IR |
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| March 9, 2022 |
NewAge, Inc. Names Ed Brennan Interim Chief Executive Officer Exhibit 99.1 NewAge, Inc. Names Ed Brennan Interim Chief Executive Officer SALT LAKE CITY, March 9, 2022 ? NewAge, Inc. (Nasdaq: NBEV), a direct selling company with a primary focus on healthy products, today announced that Ed Brennan, Chair of NewAge?s Board of Directors, has been appointed interim Chief Executive Officer, effective immediately. Mr. Brennan succeeds Brent Willis following his res |
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| March 3, 2022 |
NewAge, Inc. Appoints Michele Crocker to its Board of Directors Exhibit 99.1 NewAge, Inc. Appoints Michele Crocker to its Board of Directors SALT LAKE CITY, March 3, 2022 ? NewAge, Inc. (Nasdaq: NBEV), a direct selling company with a primary focus on healthy products, today announced the appointment of Michele Crocker to its Board of Directors. ?I am delighted to welcome Michele to our Board of Directors,? said Ed Brennan, Chairman of NewAge?s Board. ?Her stro |
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| March 3, 2022 |
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) (IR |
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| February 25, 2022 |
NewAge, Inc. Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 NewAge, Inc. Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency SALT LAKE CITY, February 25, 2022 ? NewAge, Inc. (Nasdaq: NBEV), a direct-to-consumer (D2C) healthy products company, today announced that it has received a written notification from the Nasdaq Stock Market LLC (?Nasdaq?) on February 24, 2022, indicating that NewAge, Inc. (the ?Company?) is no |
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| February 25, 2022 |
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): February 24, 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) |
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| January 10, 2022 |
Amendment to the Company’s Bylaws Exhibit 3.1 Amendment to the Bylaws of NewAge, Inc. Effective January 6, 2022 (Amendment underlined): Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the Chief Executive Officer, Secretary or any Director on at least 48 hours? notice to each director given by one of the means specified in Section 3.11 he |
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| January 10, 2022 |
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): January 10, 2022 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| January 10, 2022 |
NewAge, Inc. to Participate in the 2022 ICR Conference Exhibit 99.2 NewAge, Inc. to Participate in the 2022 ICR Conference DENVER, Colo., January 10, 2022 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced that its Chief Financial Officer Kevin Manion will participate in the 2022 ICR Conference. The Company?s virtual presentation is scheduled for 11:30 a.m. ET on Tuesday, Ja |
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| January 10, 2022 |
Exhibit 99.1 NewAge, Inc. Issues Preliminary Financial Results for Fourth Quarter 2021 Expects preliminary, unaudited net revenue in the range of $99 million to $101 million DENVER, Colo., January 10, 2022 ? NewAge, Inc. (Nasdaq: NBEV) (?NewAge? or ?the Company?), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced that the Company anticipates prelimin |
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| December 16, 2021 |
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): December 16, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 16, 2021 |
Exhibit 99.1 NEWAGE, INC. ANNOUNCES NEW CHAIR OF ITS BOARD OF DIRECTORS Ed Brennan to become Chairman of the Board; Gregory Fea to transition to Board member DENVER, Colo., December 16, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced that its Board of Directors has appointed Ed Brennan as its new Chairman. Mr. Br |
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| December 7, 2021 |
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): November 30, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| December 1, 2021 |
NEWAGE, INC. APPOINTS JUDITH HAMMERSCHMIDT TO BOARD OF DIRECTORS Exhibit 99.1 NEWAGE, INC. APPOINTS JUDITH HAMMERSCHMIDT TO BOARD OF DIRECTORS DENVER, Colo., December 1, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, announced today the appointment of Judith Hammerschmidt to its Board of Directors. ?Judy has an impressive background having spent many years as outside counsel and as a board m |
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| December 1, 2021 |
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): November 30, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 18, 2021 |
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): November 14, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 12, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 9, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| November 12, 2021 |
NEWAGE, INC. ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS WITH REVENUE GROWTH OF 59% Exhibit 99.1 NEWAGE, INC. ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS WITH REVENUE GROWTH OF 59% DENVER, November 9, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced financial results for the third quarter of 2021. Third Quarter 2021 Highlights - Net revenue increased 59% to $100 million compared to $63 million |
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| November 9, 2021 |
Exhibit 10.4 ASSET PURCHASE AGREEMENT by and among MORINDA HOLDINGS, INC. and NEWAGE, INC. and TROPICAL RESOURCES, INC. and MORINDA, INC. and TCI CO., LTD dated as of August 20, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 5 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale of Assets. 11 Section 2.05 Purchase Price 11 Section 2.08 Withholding Tax. 11 ARTICLE III CLOSING 12 Section 3.0 |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2021 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 NewAge, |
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| November 9, 2021 |
Exhibit 10.2 August 19, 2021 NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020 Ladies and Gentlemen: This letter agreement (this ?Agreement?) is made by the undersigned under the Amended and Restated Agreement and Plan of Merger dated September 30, 2020, as amended by the letter agreement dated November 16 |
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| November 9, 2021 |
Exhibit 10.6 SOFTWARE LICENSING AND EXCLUSIVITY AGREEMENT This Software Licensing and Exclusivity Agreement (the ?Agreement?) is entered into as of September 2, 2021 (the ?Effective Date?) and is between Kwikclick, Inc., a Delaware corporation (?Kwikclick?), and NewAge, Inc., a Delaware corporation (?NewAge?). Kwikclick and NewAge may be referred to herein individually as a ?Party? or collectively |
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| November 9, 2021 |
Exhibit 10.3 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT (this ?Agreement?) is dated as of August 13, 2021, and is between NewAge, Inc., a Delaware corporation (the ?Company?), each of the Subsidiary Guarantors identified on the signature pages hereto (the ?Subsidiary Guarantors?), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? a |
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| November 9, 2021 |
Exhibit 10.1 August 18, 2021 NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020 Ladies and Gentlemen: This letter agreement (this ?Agreement?) is made by the undersigned under the Amended and Restated Agreement and Plan of Merger dated September 30, 2020 (as amended by the letter agreement dated November 16 |
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| November 9, 2021 |
Exhibit 10.5 SUBLEASE AGREEMENT (1700 E. 68th Ave., Denver, CO) THIS SUBLEASE AGREEMENT (the ?Sublease?), dated effective as of the 13th day of July, 2021, is made by and between NEWAGE, INC., a Washington corporation f/k/a New Age Beverages Corporation (the ?Sublessor?), whose address is 2420 17th Street, Suite 2200, Denver, CO 80202 and CENTRAL BAG & BURLAP CO., a Colorado corporation (the ?Subl |
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| November 2, 2021 |
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): October 31, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| August 26, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 20, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 9, 2021 |
NEWAGE ANNOUNCES RECORD SECOND QUARTER RESULTS: NET REVENUE INCREASES 98% TO $124 MILLION Exhibit 99.1 NEWAGE ANNOUNCES RECORD SECOND QUARTER RESULTS: NET REVENUE INCREASES 98% TO $124 MILLION DENVER, COLORADO, August 9, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced record financial results for the second quarter of 2021 with a net revenue of $124 million, net income of $17.4 million, adjusted EBITD |
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| August 9, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 9, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 NewAge, Inc. |
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| July 21, 2021 |
Employment Agreement, dated as of July 19, 2021, between NewAge, Inc. and Kevin Manion. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and between Kevin Manion (?Employee?) and NewAge, Incorporated (the ?Company?), effective as of July 19, 2021 (the ?Effective Date?). For convenience, Employee and the Company together may be referred to as the ?Parties? or each individually as a ?Party.? RECITALS A. The Company is in the busi |
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| July 21, 2021 |
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): July 19, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| July 21, 2021 |
KEVIN MANION JOINS NEWAGE AS CHIEF FINANCIAL OFFICER Exhibit 99.1 KEVIN MANION JOINS NEWAGE AS CHIEF FINANCIAL OFFICER DENVER, COLORADO, July 21, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based D2C (direct-to-consumer) organic and healthy products company, today announced that Kevin Manion has joined NewAge, Inc. as its new Chief Financial Officer. Brent Willis, Chief Executive Officer of NewAge commented, ?We are thrilled to have someone of |
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| July 12, 2021 |
NEWAGE, INC. FORMS MANUFACTURING PARTNERSHIP WITH TAIWAN-BASED TCI Exhibit 99.1 NEWAGE, INC. FORMS MANUFACTURING PARTNERSHIP WITH TAIWAN-BASED TCI - NewAge agrees to sell US manufacturing facility and Utah-based office to TCI - Long-term supply arrangement structured, NewAge to exclusive supply Tahitian NONI - Global expansion of manufacturing partnership envisioned DENVER, COLORADO, July 11, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based organic and heal |
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| July 12, 2021 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits 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 30, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| June 3, 2021 |
Asset Purchase Agreement, dated June 1, 2021, between NewAge, Inc. and Aliven, Inc. Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the ?Agreement?), dated June 1, 2021 (the ?Effective Date?) and is made by and between NewAge, Inc., a publicly traded company with its headquarters in Denver, Colorado (the ?Buyer? or ?NewAge?), and Aliven Inc., a Japan corporation (the ?Seller? or ?Aliven?). Buyer and Seller may be referred to collectively herein as the ?Parties |
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| June 3, 2021 |
NEWAGE CLOSES ACQUISITION OF JAPAN-BASED ALIVEN, INC. Exhibit 99.1 NEWAGE CLOSES ACQUISITION OF JAPAN-BASED ALIVEN, INC. - Expected to add over $20 million in annual revenue and more than $3 million in annual EBITDA to one of NewAge?s core global markets DENVER, COLORADO, June 3, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based organic and healthy products company intending to become the world?s leading social selling and distribution company t |
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| June 3, 2021 |
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 1, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 28, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 |
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| May 28, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 26, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 24, 2021 |
Plan of Conversion of NewAge, Inc., dated May 24, 2021 Exhibit 2.1 PLAN OF CONVERSION of NewAge, Inc. (a Washington corporation) to NewAge, Inc. (a Delaware corporation) This PLAN OF CONVERSION, dated as of May 14, 2021 (including all of the exhibits attached hereto, this ?Plan?), is hereby adopted by NewAge, Inc., a Washington corporation (the ?Company?), in order to set forth the terms, conditions and procedures governing the conversion of the Compa |
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| May 24, 2021 |
Exhibit 3.3 CERTIFICATE OF INCORPORATION OF NewAge, Inc. ARTICLE I NAME OF THE CORPORATION The name of the corporation is NewAge, Inc. (the ?Corporation?). ARTICLE II REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation at such addre |
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| May 24, 2021 |
Bylaws, effective May 24, 2021 Exhibit 3.4 BYLAWS OF NewAge, Inc. ARTICLE I Offices Section 1.01 Registered Office. The registered office of NewAge, Inc. (the ?Corporation?) will be fixed in the Certificate of Incorporation of the Corporation (the ?Certificate of Incorporation?). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Co |
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| May 24, 2021 |
Exhibit 3.1 CERTIFICATE OF CONVERSION OF NewAge, Inc. (a Washington corporation) to NewAge, Inc. (a Delaware corporation) Pursuant to Section 265 of the Delaware General Corporation Law 1) The jurisdiction where the non-Delaware Corporation first formed is: Washington. 2) The jurisdiction immediately prior to filing this Certificate of Conversion is: Washington. 3) The date the non-Delaware Corpor |
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| May 24, 2021 |
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): May 24, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 24, 2021 |
Exhibit 3.2 ARTICLES OF CONVERSION Pursuant to 23B, the Washington Profit Corporation, NEWAGE, INC. is converting to a Delaware Corporation, NEWAGE, INC. 1) The converting entity, NEWAGE, INC., a Washington Profit Corporation, has been converted into NEWAGE, INC., a Delaware Corporation; 2) The name of the converting entity before the conversion was NEWAGE, INC.; 3) The name of the converted entit |
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| May 17, 2021 |
Submission of Matters to a Vote of Security Holders 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): May 14, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 10, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): May 10, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2021 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 NewAge, Inc. |
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| May 10, 2021 |
NEWAGE ANNOUNCES RECORD FIRST QUARTER RESULTS WITH NET REVENUE UP 97% TO $125.5 MILLION Exhibit 99.1 NEWAGE ANNOUNCES RECORD FIRST QUARTER RESULTS WITH NET REVENUE UP 97% TO $125.5 MILLION DENVER, COLORADO, May 10, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based organic and healthy products company intending to become the world?s leading social selling and distribution company, today announced record financial results for the first quarter of 2021 with net revenue of $125.5 mi |
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| May 4, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted |
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| March 29, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333- 254467 NewAge, Inc. Common Stock This prospectus relates solely to the offer and sale from time to time of up to 21,954,723 shares of common stock, $0.001 par value per share, of NewAge, Inc. (the ?Company?) by the selling shareholders identified in this prospectus. See ?Selling shareholders.? The shares of common stock to which this prospectu |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] |
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| March 25, 2021 |
NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 March 25, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: NewAge, Inc. Registration Statement on Form S-3 File No. 333-254467 Ladies and Gentlemen: Under Rule 461 under the Securities Act of 1933, as amended, NewAge, Inc. (the ?Company?) hereby respectful |
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| March 18, 2021 |
Royalty Agreement between NewAge, Inc. and Trey Knight dated as of December 14, 2020 Exhibit 10.46 |
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| March 18, 2021 |
Exhibit 10.41 |
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| March 18, 2021 |
Exhibit 10.40 |
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| March 18, 2021 |
Secured Promissory Note dated as of July 29, 2020 between Ariix, LLC and Trey Knight Exhibit 10.43 |
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| March 18, 2021 |
As filed with the Securities and Exchange Commission on March 18, 2021 Registration No. |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2020 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-38014 NewAge, Inc. (Exac |
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| March 18, 2021 |
Asset Purchase Agreement between Ariix, LLC and The LIMU Company, LLC dated as of May 31, 2019 Exhibit 10.42 |
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| March 18, 2021 |
List of subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of New Age Beverages Corporation The registrant, NewAge, Inc., has four direct subsidiaries as follows: 1. NABC, Inc., a Colorado corporation. 2. NABC Properties, LLC, a Colorado limited liability company. 3. Morinda Holdings, Inc., a Utah corporation. 4. Ariix, LLC, a Utah limited liability company In addition, Morinda and Ariix have numerous subsidiaries that ar |
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| March 18, 2021 |
Exhibit 10.45 |
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| March 16, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 16, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| March 16, 2021 |
NEWAGE ANNOUNCES RECORD FOURTH QUARTER AND FULL-YEAR 2020 FINANCIAL RESULTS Exhibit 99.1 NEWAGE ANNOUNCES RECORD FOURTH QUARTER AND FULL-YEAR 2020 FINANCIAL RESULTS - Net Revenue up 53% to $90.4 million for the fourth quarter of 2020 - Net Income improved $61.8 million vs. prior year to a net loss $4.0 million - Adjusted EBITDA of $2.9 million, NewAge’s first quarter with positive EBITDA(1) DENVER, COLORADO, March 16, 2021 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| March 5, 2021 |
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 3, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| March 5, 2021 |
Exhibit 10.1 MODIFICATION AND TRANSITION ADDENDUM TO EMPLOYMENT AGREEMENT AND INDEMNIFICATION AGREEMENT This Modification and Transition Addendum (?Addendum?) modifies and amends (i) that certain May 8, 2020 Employment Agreement (the ?Agreement?) made and entered into by and between Gregory A. Gould (?Employee?) and New Age Beverages Corporation now known as NewAge, Inc. (the ?Company?), and (ii) |
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| March 5, 2021 |
NEWAGE ANNOUNCES EVOLUTION OF MANAGEMENT TEAM Exhibit 99.1 NEWAGE ANNOUNCES EVOLUTION OF MANAGEMENT TEAM DENVER, COLORADO, March 5, 2021 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based healthy products company intending to become the world’s leading social selling and distribution company today announced that it is making changes to its senior leadership team. As part of the changes Carin Casso Reinhardt, will be joining as Chief People Off |
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| March 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 4, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| March 4, 2021 |
Exhibit 99.1 NEWAGE ANNOUNCES LETTER OF INTENT TO ACQUIRE JAPAN-BASED ALIVEN, INC. - Provides ≈20% addition to one of NewAge’s core global markets - Adds almost 100,000 new customers and reps to the Company DENVER, COLORADO, March 4, 2021 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based healthy products company intending to become the world’s leading social selling and distribution company today |
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| February 17, 2021 |
NEWAGE ANNOUNCES $58 MILLION PRIVATE PLACEMENT EX-99.1 5 ex99-1.htm Exhibit 99.1 NEWAGE ANNOUNCES $58 MILLION PRIVATE PLACEMENT DENVER, COLORADO, February 16, 2021 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based social selling and distribution company with a global network of independent brand partners and distributors today announced that it has entered into a definitive agreement with investors to purchase 14.6 million shares of common sto |
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| February 17, 2021 |
EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A |
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| February 17, 2021 |
Exhibit 99.2 NEWAGE ANNOUNCES PRELIMINARY Q4 2020 RESULTS - $90MM range of expected revenue reflective of accelerated growth - Merger with ARIIX successfully on track, financial benefits accruing DENVER, COLORADO, February 16, 2021 ? NewAge, Inc. (Nasdaq: NBEV), the Colorado-based healthy products company intending to become the world?s leading social selling and distribution company today announc |
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| February 17, 2021 |
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): February 16, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| February 17, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 16, 2020, between NewAge, Inc., a Washington corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase Agre |
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| February 17, 2021 |
Securities Purchase Agreement, dated February 16, 2021 EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2021 between NewAge, Inc., a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms |
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| February 12, 2021 |
Exhibit 1.1 SALES AGREEMENT February 11, 2021 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: NewAge, Inc., a Washington corporation (the ?Company?) confirms its agreement (this ?Agreement?) with A.G.P./Alliance Global Partners (the ?Manager?), as follows: 1. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall h |
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| February 12, 2021 |
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): February 9, 2021 NewAge, Inc. (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| February 12, 2021 |
424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-230755 PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2019) $100,000,000 Common Stock On February 11, 2021, we entered into a certain Sales Agreement, or sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., relating to shares of our common stock offered by this prospectus supplement. In accordance with t |
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| February 8, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-252620 NewAge, Inc. Common Stock This prospectus relates solely to the offer and sale from time to time of up to 6,403,703 shares of common stock, $0.001 par value per share, of NewAge, Inc. (the “Company”) by the selling shareholders identified in this prospectus. See “Selling shareholders.” The shares of common stock to which this prospectus |
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| February 4, 2021 |
NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 February 4, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: NewAge, Inc. Registration Statement on Form S-3 File No. 333-252620 Ladies and Gentlemen: Under Rule 461 under the Securities Act of 1933, as amended, NewAge, Inc. (the ?Company?) hereby respectf |
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| February 1, 2021 |
NewAge, Inc. Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.3 NewAge, Inc. Unaudited Pro Forma Condensed Combined Financial Information On November 16, 2020, NewAge, Inc. (“NewAge”) completed its business combination with Ariix, LLC (“Ariix”) for total purchase consideration of approximately $167.9 million (the “Ariix Merger”). Ariix is an international direct selling business that provides products in the health and wellness industry for comple |
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| February 1, 2021 |
Ariix, LLC Unaudited Condensed Consolidated Financial Statements Table of Contents Exhibit 99.2 Ariix, LLC Unaudited Condensed Consolidated Financial Statements Table of Contents Page Unaudited Condensed Consolidated Balance Sheets as of October 2, 2020 and January 3, 2020 1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the 2020 and 2019 nine-month fiscal periods 2 Unaudited Condensed Consolidated Statements of Members’ Equity for the 202 |
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| February 1, 2021 |
As filed with the Securities and Exchange Commission on February 1, 2021 Registration No. |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 (November 13, 2020) NewAge, Inc. (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdict |
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| February 1, 2021 |
Exhibit 99.1 Ariix, LLC Consolidated Financial Statements as of and for the Fiscal Years Ended January 3, 2020 and December 28, 2018, and Independent Auditors’ Report Ariix, LLC Table of Contents Page Independent Auditors’ Report 1 Consolidated Financial Statements: Consolidated Balance Sheets as of January 3, 2020 and December 28, 2018 2 Consolidated Statements of Operations and Comprehensive Inc |
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| January 4, 2021 |
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): January 4, 2021 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| January 4, 2021 |
Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement (“Agreement”), dated as of January 4, 2021, is made by and between JGB Capital, LP, JGB Partners, LP, JGB Plymouth Rock LLC and JGB Capital Offshore Ltd. (collectively, the “Holders” and each a “Holder”), NewAge, Inc., a Washington corporation (the “Company”), JGB Collateral, LLC, a Delaware limited liability company (the “Agent”), as agent |
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| December 1, 2020 |
Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA |
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| December 1, 2020 |
Exhibit 99.1 NEWAGE UPGRADES FINANCIAL FLEXIBILITY WITH THE ADDITION OF A NEW $30 MILLION DEBT FACILITY Total unrestricted cash balance now in excess of $50MM DENVER, COLORADO, December 1, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based social selling and distribution company with a network of independent business owners across 75 countries worldwide, today announced that it will closed a n |
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| December 1, 2020 |
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): November 30, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| December 1, 2020 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 1, 2020 |
Securities Purchase Agreement, dated November 30, 2020 Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2020, between NewAge, Inc., a Washington corporation (the “Company”), each of the Subsidiary Guarantors from time to time party hereto, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” an |
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| December 1, 2020 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 1, 2020 (as it may be amended or restated from time to time, this “Agreement”), is by and among NewAge, Inc., a Washington corporation (the “Company”), the Subsidiary Guarantors from time to time party hereto (such Subsidiary Guarantors, together with the Company, the “Debtors”), the holders of the Company’s 8.00% Origin |
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| December 1, 2020 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 16, 2020 |
Exhibit 99.1 NEWAGE AND ARIIX CLOSE MERGER Combined company exceeds $500 million in expected annualized net revenue Enhanced profitability expected to materialize immediately >$20 million of anticipated annualized synergies from merger DENVER, COLORADO, November 16, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based social selling and distribution company with a network of independent business |
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| November 16, 2020 |
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): November 13, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| November 16, 2020 |
Exhibit 10.1 November 16, 2020 NewAge, Inc. 2420 17th Street, Suite 220 Denver, Colorado 80202 Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020 Ladies and Gentlemen: This letter agreement (this “Agreement”) is made by the undersigned under the Amended and Restated Agreement and Plan of Merger dated September 30, 2020 (the “Merger Agreement”), by and among NewAge, Inc. |
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| November 9, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits - 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): November 9, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| November 9, 2020 |
Exhibit 99.1 NEWAGE ANNOUNCES THIRD QUARTER FINANCIAL RESULTS Announced merger with ARIIX expected to close by November 30, 2020 Revenues expected to double with close of ARIIX transaction Sale of BWR brands expected to enhance financial strength DENVER, COLORADO, November 9, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based social selling and distribution company, today announced financial r |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020 ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 NewAge, |
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| November 9, 2020 |
Exhibit 10.3 FIFTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”) is made and entered into as of November 5, 2020, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEWAGE, INC., f/k/a NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”). WHEREAS, Borrower and Bank are par |
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| October 1, 2020 |
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 30, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inc |
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| October 1, 2020 |
Amended and Restated Agreement and Plan of Merger Exhibit 2.1 Execution Copy AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among NEWAGE, INC., and ARIEL MERGER SUB, LLC, and ARIEL MERGER SUB 2, LLC and ARIIX, LLC, and THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES HERETO, and FREDERICK W. COOPER, as Sellers Agent Dated as of September 30, 2020 TABLE OF CONTENTS Article 1 MERGER 2 1.1 The First Merger 2 1.2 First Statement of Merger 2 1.3 Effec |
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| October 1, 2020 |
Exhibit 99.1 NEWAGE AND ARIIX UPDATE MERGER AGREEMENT Pending merger and due diligence on track Revised terms provide clarity on total consideration DENVER, COLORADO, October 1, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based omni-channel social selling and distribution company with a network of independent business owners across 75 countries worldwide, today announced that it has amended t |
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| September 29, 2020 |
Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of September 24, 2020, is entered into between NewAge, Inc., a Washington corporation (“Seller”) and Zachert Private Equity GmbH, a German limited liability company (“Buyer”). Recitals A. Seller owns all of the issued and outstanding membership interests (t |
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| September 29, 2020 |
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 24, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inc |
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| September 29, 2020 |
Exhibit 99.1 NEWAGE COMPLETES THE PLANNED DIVESTMENT OF ITS ‘BRANDS WITHIN REACH’ GROUP Sale to significantly improve profitability and enable focus on its profitable and growing direct to consumer business DENVER, COLORADO, September 29, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based omni-channel sales and distribution company with a network of independent business owners across 75 countr |
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| September 10, 2020 |
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 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of inco |
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| August 20, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 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 20, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| August 20, 2020 |
Investor Presentation dated August 20, 2020 Exhibit 99.1 |
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| August 10, 2020 |
Exhibit 99.1 NEWAGE DELIVERS $63MM IN Q2 REVENUE STANDALONE BEFORE IT MORE THAN DOUBLES WITH THE UPCOMING CLOSING OF THE COMBINATION WITH ARIIX Announced merger with ARIIX and four additional e-commerce/direct selling companies is expected to create an over $500 million global healthy products omni-channel leader DENVER, COLORADO, August 10, 2020 – NewAge, Inc. (Nasdaq: NBEV), the Colorado-based h |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2020 ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 NewAge, Inc. |
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| August 10, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| July 29, 2020 |
Exhibit 3.1 ARTICLES OF AMENDMENT OF NEW AGE BEVERAGES CORPORATION Under RCW 23B.10.020(5), the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation, as amended: FIRST: The name of the corporation is currently New Age Beverages Corporation (the “Company”). SECOND: Article I of the Articles of Incorporation, as amended, of the Company is amended and re |
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| July 29, 2020 |
Exhibit 99.1 NewAge Beverages Corporation Changes Name to NewAge, Inc. to Reflect Strategic Priorities and Opportunities in Front of the Company DENVER, COLORADO, July 29, 2020 – NewAge, Inc. (Nasdaq: NBEV), the omni-channel Colorado-based healthy and organic products company, today announced that it has changed its name to NewAge, Inc. from New Age Beverages Corporation to reflect the strategic p |
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| July 29, 2020 |
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): July 24, 2020 NewAge, Inc. (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| July 20, 2020 |
EX-99.1 3 ex99-1.htm Exhibit 99.1 NewAge Agrees to Combine with ARIIX and Four Additional E-Commerce/Direct Selling Companies to Create a >$500 Million Global Enterprise - Investor conference call scheduled for Tuesday, July 21 at 8:30 a.m. ET to discuss details and implications of the merger DENVER, COLORADO, July 20, 2020 – New Age Beverages Corporation (Nasdaq: NBEV), the omni-channel Colorado- |
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| July 20, 2020 |
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): July 20, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Emp |
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| July 20, 2020 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among NEW AGE BEVERAGES CORPORATION, and ARIEL MERGER SUB, LLC, and ARIIX, LLC, THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES HERETO, and FREDERICK W. COOPER, as Sellers Agent Dated as of July 20, 2020 TABLE OF CONTENTS Article 1 MERGER 1 1.1 The Merger 1 1.2 Statement of Merger 1 1.3 Effects of the Merger 2 1.4 Certificate of Organization an |
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| July 7, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 6, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Empl |
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| July 7, 2020 |
EXHIBIT 10.1 Execution Version FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made and entered into as of July 6, 2020, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”). WHEREAS, Borrower and Bank are party to that certain Loan a |
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| June 30, 2020 |
Submission of Matters to a Vote of Security Holders 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 25, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Emp |
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| June 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] |
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| May 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| May 11, 2020 |
Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Gregory A. Gould (“Employee”) and New Age Beverages Corporation (the “Company”), effective as of May 8, 2020 (the “Effective Date”). For convenience, Employee and the Company together may be referred to as the “Parties” or each individually as a “Party.” RECITALS A. The Company is |
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| May 11, 2020 |
Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Brent D. Willis (“Employee”) and New Age Beverages Corporation (the “Company”), effective as of May 8, 2020 (the “Effective Date”). For convenience, Employee and the Company together may be referred to as the “Parties” or each individually as a “Party.” RECITALS A. The Company is i |
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| May 11, 2020 |
Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED AT THE MARKET OFFERING AGREEMENT May 8, 2020 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, California 92660 Ladies and Gentlemen: Reference is made to the At the Market Offering Agreement (the “ATM Agreement”) dated April 30, 2019 between New Age Beverages Corporation, a Washington corporation (the “Company”) and Roth Capital P |
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| May 11, 2020 |
NEWAGE REPORTS 9% FIRST QUARTER REVENUE GROWTH WITH HIGHEST Q1 REVENUE PERFORMANCE IN ITS HISTORY Exhibit 99.1 NEWAGE REPORTS 9% FIRST QUARTER REVENUE GROWTH WITH HIGHEST Q1 REVENUE PERFORMANCE IN ITS HISTORY - Q1 2020 net revenue was nearly $64 million, an increase of 9% versus prior year, 6% of which was organic growth - Gross margin reached 65%, a significant increase versus prior quarters in the second half of 2019 as product, channel mix, and product profitability improved - Key markets o |
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| May 11, 2020 |
Exhibit 10.2 DATE: December 12, 2019 TO: David Vanderveen FROM: Brent Willis cc: Greg Gould Gary Williams SUBJECT: NBEV OFFER LETTER Dear Dave, We are very pleased to offer this opportunity to join NewAge as Chief Operating Officer. Congratulations. To achieve our objective of becoming the world’s leading healthy products company we need the best people, with the right focus and culture, and the r |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2020 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 New Age |
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| May 11, 2020 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between David Vanderveen (“Employee”) and New Age Beverages Corporation (the “Company”), effective as of May 8, 2020 (the “Effective Date”). For convenience, Employee and the Company together may be referred to as the “Parties” or each individually as a “Party.” RECITALS A. The Company is |
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| May 11, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): May 11, 2020 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Empl |
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| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001 |
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| April 15, 2020 |
Exhibit 10.1 |
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| April 15, 2020 |
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): April 14, 2020 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Em |
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| April 14, 2020 |
NEWAGE ANNOUNCES FIRST QUARTER 2020 PRELIMINARY RESULTS WITH REVENUE GROWTH OF 6%-10% Exhibit 99.1 NEWAGE ANNOUNCES FIRST QUARTER 2020 PRELIMINARY RESULTS WITH REVENUE GROWTH OF 6%-10% - Q1 2020 revenue is expected to be between $62 and $64 million, an increase of approximately 6% to 10% versus prior year - Gross margin expected to be in the low-to-mid 60% range, an increase versus prior quarters as mix and product profitability improves - Key markets of China, Japan, and North Ame |
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| April 14, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): April 14, 2020 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Em |
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| March 17, 2020 |
Investor Presentation dated March 17, 2020 Exhibit 99.1 |
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| March 17, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 17, 2020 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Em |
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| March 16, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 16, 2020 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. Em |
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| March 16, 2020 |
Exhibit 4.1 NEW AGE BEVERAGES CORPORATION DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 New Age Beverages Corporation (the “Company”) has one class of securities, its common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The description of the Company’s common stock set forth below does not purport to be c |
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| March 16, 2020 |
NBEV / New Age Beverages Corporation 10-K - Annual Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-38014 New Age Bevera |
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| March 16, 2020 |
Exhibit 10.26 THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made and entered into as of March 13, 2020, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”). WHEREAS, Borrower and Bank are party to that certain Lo |
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| March 16, 2020 |
Exhibit 99.1 NEWAGE REPORTS 386% FULL YEAR 2019 REVENUE GROWTH Strong Balance sheet with over $250 million in assets and cash of $61 million Business transformation resulted in developing an infrastructure across 60 countries and a near 5-fold increase in full year revenue DENVER, COLORADO, March 16, 2020 - NewAge Beverages Corporation (Nasdaq: NBEV), the Colorado-based healthy products company de |
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| March 16, 2020 |
List of subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of New Age Beverages Corporation The registrant, New Age Beverages Corporation, has four direct subsidiaries: 1. NABC, Inc., a Colorado corporation. 2. NABC Properties, LLC, a Colorado limited liability company. 3. Morinda Holdings, Inc., a Utah corporation. 4. Brands Within Reach, LLC, a New York limited liability company |
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| January 13, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 13, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. |
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| January 13, 2020 |
Investor Presentation dated January 13, 2020. Exhibit 99.1 |
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| January 13, 2020 |
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): January 13, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. |
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| January 13, 2020 |
DAVID VANDERVEEN JOINS NEWAGE AS CHIEF OPERATING OFFICER Exhibit 99.1 DAVID VANDERVEEN JOINS NEWAGE AS CHIEF OPERATING OFFICER DENVER, COLORADO, January 13, 2020 - NewAge Beverages Corporation (Nasdaq: NBEV), the Colorado-based healthy products company, today announced that David Vanderveen has joined NewAge as the newly appointed chief operating officer effective immediately. David Vanderveen has been an accomplished industry leader in the Direct Selli |
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| January 7, 2020 |
NEWAGE ANNOUNCES NEW MEMBER, ALICIA SYRETT, TO ITS BOARD OF DIRECTORS Exhibit 99.1 NEWAGE ANNOUNCES NEW MEMBER, ALICIA SYRETT, TO ITS BOARD OF DIRECTORS DENVER, COLORADO, January 7, 2020 - NewAge Beverages Corporation (NASDAQ: NBEV), the Colorado-based healthy products company, today announced that Alicia Syrett has joined New Age as a newly appointed member of the Board of Directors effective January 6, 2020. Ms. Syrett intends to stand for election to the NewAge B |
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| January 7, 2020 |
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): January 7, 2020 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. E |
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| November 14, 2019 |
NBEV / New Age Beverages Corporation 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2019 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 New |
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| November 14, 2019 |
Exhibit 10.3 SECOND AMENDMENT to PRODUCT & TRADEMARK LICENSE AGREEMENT This Second Amendment (“Second Amendment”) is entered into by Docklight Brands, Inc (“Docklight”) and New Age Beverages Corporation (“New Age”) and is effective as of July 18, 2019. WHEREAS, Docklight and New Age are parties to a Product & Trademark License Agreement (“Agreement”) under which, among other things, New Age is gra |
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| November 14, 2019 | ||
| November 14, 2019 |
NEWAGE REPORTS RECORD 3RD QUARTER SALES WITH REVENUE GROWTH OF 427% Denver, Colorado NEWAGE REPORTS RECORD 3RD QUARTER SALES WITH REVENUE GROWTH OF 427% DENVER, COLORADO, NOVEMBER 14, 2019 – NEWAGE (NASDAQ: NBEV), the Colorado-based healthy products company, today announced financial results for the quarter ended September 30, 2019. |
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| November 14, 2019 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 14, 2019 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. |
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| October 22, 2019 |
NBEV / New Age Beverages Corporation S-8 - - As filed with the Securities and Exchange Commission on October 22, 2019 Registration No. |
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| October 17, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 17, 2019 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. |
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| October 17, 2019 |
NEW AGE EXPANDS PARTNERSHIP WITH NESTLE S.A. TO RELAUNCH NESTEA POWDERED TEA IN THE UNITED STATES Denver, Colorado NEW AGE EXPANDS PARTNERSHIP WITH NESTLE S.A. TO RELAUNCH NESTEA POWDERED TEA IN THE UNITED STATES DENVER, COLORADO, October 17, 2019 - New Age Beverages Corporation (NASDAQ: NBEV), the Colorado-based organic and natural products company, today announced the expansion of their partnership with Nestlé, including the broadening of their license agreement on NESTEA to now include all |
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| October 15, 2019 |
NBEV / New Age Beverages Corporation S-8 - - As filed with the Securities and Exchange Commission on October 15, 2019 Registration No. |
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| October 11, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 9, 2019 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S. E |
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| October 11, 2019 |
EXHIBIT 10.1 SECOND AMENDMENT And Waiver TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is made and entered into as of October 9, 2019, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”). WHEREAS, Borrower and Bank are party to that certain |
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| September 24, 2019 |
NEW AGE GAINS APPROVAL FROM JAPANESE GOVERNMENT TO LAUNCH CBD NEW AGE GAINS APPROVAL FROM JAPANESE GOVERNMENT TO LAUNCH CBD DENVER, COLORADO, September 24, 2019 - New Age Beverages Corporation (NASDAQ: NBEV), the Colorado-based organic and natural products company, announced the approval by the Japanese Narcotics Control Division and the Japanese Ministry of Health for New Age’s CBD products in Japan and the company’s subsequent launch into the market effective immediately. |
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| September 24, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 24, 2019 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S |
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| September 24, 2019 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 20, 2019 New Age Beverages Corporation (Exact Name of Registrant as specified in its charter) Washington 001-38014 27-2432263 (State or other jurisdiction (Commission (I.R.S |
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| September 24, 2019 |
Letter from Accell Audit & Compliance, P.A. Exhibit 16.1 September 20, 2019 Office of the Chief Accountant Securities and Exchange Commission Washington, DC 20549 Re: New Age Beverages Corporation Commission File Number 001-38014 Dear Sirs: We have received a copy of, and are in agreement with, the statements being made by New Age Beverages Corporation in Item 4.01 of its Form 8-K dated September 20, 2019 and captioned “Changes in Registran |
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| August 8, 2019 |
NEW AGE BEVERAGES ANNOUNCES A RECORD 2nd QUARTER 2019 WITH NET REVENUE GROWTH OF 397% Denver, Colorado NEW AGE BEVERAGES ANNOUNCES A RECORD 2nd QUARTER 2019 WITH NET REVENUE GROWTH OF 397% DENVER, COLORADO, AUGUST 8, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based healthy products company, today announced financial results for the second quarter ended June 30, 2019. |
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| August 8, 2019 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 8, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Com |
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| August 8, 2019 |
Execution Version FIRST AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) is made and entered into as of July 11, 2019 (the “First Amendment Effective Date”), by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”). |
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| August 8, 2019 |
NBEV / New Age Beverages Corporation 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2019 [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 001-38014 New Age B |
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| July 25, 2019 |
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): July 23, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Comm |
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| July 12, 2019 |
NEW AGE COMPLETES ACQUISITION OF BRANDS WITHIN REACH NEW AGE COMPLETES ACQUISITION OF BRANDS WITHIN REACH DENVER, COLORADO, July 12, 2019 - New Age Beverages Corporation (NASDAQ: NBEV), the Colorado-based organic and natural products company, today announced the closing of the acquisition of Brands Within Reach (BWR), Inc. |
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| July 12, 2019 |
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): July 10, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Comm |
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| June 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-380 |
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| June 4, 2019 |
NEW AGE ACQUIRES BRANDS WITHIN REACH Exhibit 99.1 NEW AGE ACQUIRES BRANDS WITHIN REACH DENVER, COLORADO, June 2, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverages company intending to become the world’s leading healthy beverages and lifestyles company, today announced the signing of a definitive agreement to purchase Brands Within Reach (BWR), including the brand licensing |
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| June 4, 2019 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG NEW AGE BEVERAGES CORPORATION BWR ACQUISITION CORP. AND BRANDS WITHIN REACH, LLC AND OLIVIER SONNOIS Dated as of May 30, 2019 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 30, 2019 (the “Effective Date”), by and among Brands Within Reach, LLC. (“BWR”), a New York limited liability co |
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| June 4, 2019 |
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): May 30, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Commi |
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| June 3, 2019 |
Exhibit 3.01 |
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| June 3, 2019 |
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): May 30, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Commi |
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| May 16, 2019 |
Exhibit 99.1 |
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| May 16, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 16, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Commi |
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| May 9, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Commis |
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| May 9, 2019 |
NEW AGE BEVERAGES CORPORATION ANNOUNCES 1st QUARTER 2019 NET REVENUE GROWTH OF 404% Exhibit 99.1 NEW AGE BEVERAGES CORPORATION ANNOUNCES 1st QUARTER 2019 NET REVENUE GROWTH OF 404% DENVER, COLORADO, May 9, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world’s leading healthy beverages and lifestyles company, today announced financial results for the first quarter ended March 31, 2019, |
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| May 9, 2019 |
NBEV / New Age Beverages Corporation 10-Q Quarterly Report QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-38014 New Age Beve |
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| May 9, 2019 |
Exhibit 10.1 ENGLISH TRANSLATION FOR REFERENCE PURPOSE ONLY ************************************************* FIXED TERM BUILDING LEASE AGREEMENT ************************************************* LESSOR ("Lessor"): HULIC CO., LTD. LESSEE ("Lessee"): MORINDA JAPAN GK ENGLISH TRANSLATION FOR REFERENCE PURPOSE ONLY LEASE AGREEMENT Lessor ("Lessor") Hulic Co., Ltd. Lessee ("Lessee") Morinda Japan GK B |
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| May 9, 2019 |
Exhibit 10.2 LEASE OF SPACE OFFICE/WAREHOUSE SUMMARY OF BASIC LEASE TERMS 1. Tenant: NEW AGE BEVERAGES CORPORATION, a Washington corporation 2. Premises: (a) Building: approximately 155,775 rentable square feet (b) Land: approximately 9.3 acres (c) Physical Address: 18245 East 40th Avenue, Aurora, Colorado 80011 3. Initial Lease Term: (a) Period: 122 months (b) Commencement Date: March 21, 2019 4. |
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| May 1, 2019 |
NBEV / New Age Beverages Corporation DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) ☐ Definitive Proxy Sta |
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| April 30, 2019 |
Roth Capital Partners The date of this prospectus supplement is April 30, 2019 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-230755 PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2019) $100,000,000 Common Stock This prospectus supplement relates to the issuance and sale of up to $100,000,000 of shares of common stock of New Age Beverages Corporation, from time to time through our sales agent, Roth Capital Partners, LLC, the “sales agent.” These sales, if any, w |
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| April 30, 2019 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT April 30, 2019 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, California 92660 Ladies and Gentlemen: New Age Beverages Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agre |
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| April 30, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 30, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Com |
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| April 17, 2019 |
NBEV / New Age Beverages Corporation CORRESP NEW AGE BEVERAGES CORPORATION April 17, 2019 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| April 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 11, 2019 |
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): April 5, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Comm |
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| April 5, 2019 |
NBEV / New Age Beverages Corporation REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2019 REGISTRATION NO. |
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| April 5, 2019 |
NBEV / New Age Beverages Corporation PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 2, 2019 |
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 29, 2019 (the “Effective Date”), between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: RECITALS |
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| April 2, 2019 |
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 29, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Com |
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| April 2, 2019 |
Execution Version Exhibit 10.3 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 29, 2019 by and among East West Bank (“Bank”), New Age Beverages Corporation (“Borrower”), New Age Health Sciences, Inc. (“New Age Health”) |
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| April 2, 2019 |
EXHIBIT 10.2 GUARANTEE AND PLEDGE AGREEMENT This GUARANTEE AND PLEDGE AGREEMENT, dated as of March 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by New Age Health Sciences, Inc., NABC Properties, LLC, NABC, Inc., Morinda Holdings, Inc., Morinda, Inc., Tropical Resources, Inc., Morinda USA, Inc., Morinda Worldw |
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| April 2, 2019 |
NEW AGE BEVERAGES CORPORATION ANNOUNCES NEW $25 MILLION CREDIT FACILITY WITH EAST WEST BANK Exhibit 99.1 NEW AGE BEVERAGES CORPORATION ANNOUNCES NEW $25 MILLION CREDIT FACILITY WITH EAST WEST BANK DENVER, COLORADO, April 2, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world’s leading healthy beverages and lifestyles company today announced the signing of a new $25 million credit facility with |
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| April 1, 2019 |
EXECUTION COPY Exhibit 10.18 2420 17th Street Denver, Colorado OFFICE SPACE LEASE BETWEEN 2420 17TH STREET LLC, a Delaware limited liability company AND NEW AGE BEVERAGES CORPORATION, a Washington corporation Date: JANUARY 21, 2019 EXECUTION COPY INDEX TO LEASE ARTICLE I BASIC LEASE PROVISIONS 1 ARTICLE II PREMISES 5 Section 2.1 Leased Premises 5 Section 2.2 Acceptances of Premises 5 Section 2.3 B |
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| April 1, 2019 |
EX-10.17 4 nbevex1017.htm MATERIAL CONTRACTS Exhibit 10.17 PRODUCT & TRADEMARK LICENSE AGREEMENT This PRODUCT & TRADEMARK LICENSE AGREEMENT (“Agreement”), entered into as of this January 14, 2019 (“Effective Date”), the terms and conditions of which shall govern the grant by Docklight LLC a Nevada limited liability company (together with its affiliates, “Licensor”) of a limited license to use cert |
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| April 1, 2019 |
Articles of Amendment to the Articles of Incorporation, dated May 3, 2016 Exhibit 3.6 |
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| April 1, 2019 |
Articles of Amendment to the Articles of Incorporation, dated April 20, 2015 EX-3.5 2 nbevex35.htm ARTICLES OF INCORPORATION / BYLAWS Exhibit 3.5 |
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| April 1, 2019 |
List of Subsidiaries of Registrant New Age Beverages Corporation Exhibit 21.1 List of Subsidiaries of Registrant New Age Beverages Corporation The registrant, New Age Beverages Corporation, has four subsidiaries: 1. NABC, Inc., a Colorado corporation. 2. NABC Properties, LLC, a Colorado limited liability company. 3. New Age Health Sciences, Inc., a Nevada corporation. 4. Morinda Holdings, Inc., a Utah corporation. |
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| April 1, 2019 |
NBEV / New Age Beverages Corporation ANNUAL REPORT (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-38014 New Age Beverages |
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| March 29, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 29, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Com |
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| March 29, 2019 |
EX-99.1 2 nbevex991.htm PRESS RELEASE DATED MARCH 29, 2019 Exhibit 99.1 Denver, Colorado NEW AGE BEVERAGES CORPORATION ANNOUNCES 4th QUARTER REVENUE GROWTH OF 24% AND AN INCREASE IN PRO-FORMA REVENUE TO NEAR $300 MILLION DENVER, COLORADO, March 29, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world’s l |
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| March 19, 2019 |
Exhibit 99.1 |
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| March 19, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 19, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (Com |
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| March 1, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2018 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 00 |
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| March 1, 2019 |
Exhibit 99.1 Morinda Holdings, Inc. and Subsidiaries Consolidated Financial Statements as of and for the Years Ended December 31, 2017 and 2016, and Independent Auditors’ Report MORINDA HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1–2 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016: Balance Sheets 3–4 Statements of I |
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| March 1, 2019 |
Exhibit 99.2 Morinda Holdings, Inc. and Subsidiaries Consolidated Financial Statements as of September 30, 2018 and December 31, 2017 and for the Nine-Month Periods Ended September 30, 2018 and 2017 MORINDA HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED): Balance Sheets as of September 30, 2018 and December 31, 2017 2–3 Statements of Income for |
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| March 1, 2019 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 5 nbevex993.htm PRO FORMA FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 2, 2018, New Age Beverages Corporation (referred to interchangeably herein as the “Company” and “New Age”) entered into a Plan of Merger (the “Merger Agreement”) with Morinda Holdings, Inc., a Utah corporation (“Morinda”) and New Age Health Sciences Holdings |
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| February 25, 2019 |
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): February 22, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 ( |
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| February 25, 2019 |
NEW AGE BEVERAGES CORPORATION ANNOUNCES THE APPOINTMENT OF AMY KUZDOWICZ TO ITS BOARD OF DIRECTORS Exhibit 99.1 NEW AGE BEVERAGES CORPORATION ANNOUNCES THE APPOINTMENT OF AMY KUZDOWICZ TO ITS BOARD OF DIRECTORS DENVER, COLORADO, February 25, 2019 – NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world’s leading healthy beverage and lifestyles company, today announced the appointment of Amy Kuzdowicz to its Bo |
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| January 22, 2019 |
NBEV / New Age Beverages Corporation / Marley Beverage Company, Llc - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 2)* New Age Beverages Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 64157V108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 17, 2019 |
NEW AGE BEVERAGES ANNOUNCES AGREEMENT TO DEVELOP AND DISTRIBUTE MARLEY BRANDED CBD-INFUSED BEVERAGES EX-99.1 2 nbevex991.htm PRESS RELEASE Exhibit 99.1 NEW AGE BEVERAGES ANNOUNCES AGREEMENT TO DEVELOP AND DISTRIBUTE MARLEY BRANDED CBD-INFUSED BEVERAGES DENVER, COLORADO / ACCESSWIRE / January 16, 2019 / New Age Beverages Corporation (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world's leading healthy beverage company, today announced the |
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| January 17, 2019 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): January 14, 2019 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 (C |
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| December 27, 2018 |
NEW AGE BEVERAGES CORPORATION ANNOUNCES COMPLETION OF MERGER WITH MORINDA HOLDINGS, INC. Exhibit 99.1 Denver, Colorado NEW AGE BEVERAGES CORPORATION ANNOUNCES COMPLETION OF MERGER WITH MORINDA HOLDINGS, INC. DENVER, COLORADO, December 24, 2018 - New Age Beverages Corporation (NASDAQ: NBEV), the Colorado-based organic and natural beverage company focused on becoming the world's leading healthy beverage company, today announced the closing of the merger with Morinda Holdings, Inc., a Ut |
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| December 27, 2018 |
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): December 21, 2018 New Age Beverages Corporation (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 001-38014 27-2432263 ( |
