Current Report Filing (8-k)
June 08 2022 - 5:01PM
Edgar (US Regulatory)
0001579823
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0001579823
2022-06-08
2022-06-08
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June
8, 2022
NewAge, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-38014 |
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27-2432263 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
7158 S. FL Smidth Dr., Suite 250, Midvale, UT 84047
(Address of principal executive offices) (Zip Code)
(801) 813-3000
(Registrant’s telephone number, including area
code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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NBEV |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 8, 2022, the Company issued a press release
announcing that the Company has initiated an exploration of strategic alternatives and will consider a wide range of options for the Company
including available financing alternatives, a potential financial restructuring or a reorganization, merger, sale or other strategic transaction.
However, there can be no assurance that the Company’s exploration of strategic alternatives will ultimately result in the completion
of any strategic alternatives. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information
included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in any such filing.
Forward-Looking Statements
This Current
Report on Form 8-K and the press release incorporated herein by reference contain forward-looking
statements that are based on management’s beliefs and assumptions and on information currently available to the Company’s
management. Forward-looking statements include statements regarding the Company’s exploration of strategic alternatives and
the Company’s plans to consider a wide range of options including available financing alternatives, a potential financial restructuring
or a reorganization, merger, sale or other strategic transaction. Forward-looking statements include
statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will,” “would” or similar expressions and the
negatives of those terms. The Company’s actual results and the timing of events could materially differ from those anticipated in
such forward-looking statements as a result of certain risks and uncertainties. Such risks and uncertainties include the risk that
the Company may not identify one or more strategic alternatives or ultimately pursue a strategic alternative, the risk that the Company’s
exploration of strategic alternatives or the public announcement thereof may be disruptive to the Company’s business operations
or cause the Company’s stock price to fluctuate significantly, the risk that the Company’s exploration of strategic alternatives
may be time consuming and involve the dedication of significant resources and may require the Company to incur significant costs and expenses,
the risk that the Company’s exploration of strategic alternatives could divert the attention of the Company’s management and
its board of directors from existing business operations, negatively impact the Company’s ability to attract, retain and motivate
key employees, and expose the Company to potential litigation in connection with the process of exploring strategic alternatives or any
resulting transaction, among other risks and uncertainties, as well as the factors described in
more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the Securities and Exchange
Commission (“SEC”), each of which can be found on the SEC’s website, www.sec.gov, or the investor relations portion
of the Company’s website, investors.newagegroup.com. Except as required by law, the Company assumes no obligation to update these
forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the future. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEWAGE, INC. |
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Date: June 8, 2022 |
By: |
/s/ Ed Brennan |
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Ed Brennan |
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Interim Chief Executive Officer |
NewAge (NASDAQ:NBEV)
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