Current Report Filing (8-k)
September 15 2022 - 5:01PM
Edgar (US Regulatory)
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2022-09-09
2022-09-09
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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): 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
incorporation) |
|
File
Number) |
|
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:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common
Stock, par value $0.001 per share |
|
NBEVQ |
|
OTC
Expert Market |
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
1.01 Entry Into Material Definitive Agreement.
On
September 9, 2022, NewAge, Inc.’s (the “Company’s”) wholly-owned subsidiaries, NABC, Inc. and NABC Properties,
LLC (collectively, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Legacy
Distribution Group, LLC (the “Buyer”) pursuant to which the Sellers agreed to sell the assets related to the Sellers’
direct store distribution business providing beverages, snacks and other products to grocers, big box retailers and convenience stores
(the “Business”). The parties anticipate that the closing of the transaction contemplated by the Purchase Agreement (the
“Transaction”) will occur in the fourth quarter of 2022.
Pursuant
to the terms of the Purchase Agreement, the Buyer will pay a purchase price of $4,500,000 in cash at closing, as adjusted based on the
value of net working capital at closing, for the assets of the Business. The closing of the Transaction is subject to approval by the
court in the Company’s previously announced pending Chapter 11 bankruptcy case.
The
Purchase Agreement contains customary representations, warranties and covenants, including, among others, covenants requiring Sellers
to conduct their business in the ordinary course in the period between execution of the Purchase Agreement and the closing of the Transaction.
The Purchase Agreement also contains a covenant not to compete whereby, for a period of eighteen (18) months following the closing, the
Sellers will not, directly or indirectly, engage in, own, acquire, lease, or operate any product distribution business within the states
of Colorado, Wyoming, and New Mexico that will be in direct competition with the Business and assets being acquired by Buyer. In addition
to approval by the court in the Company’s pending bankruptcy case, the Transaction is subject to customary closing conditions,
including that Buyer shall have received financing for the purchase price.
The
Purchase Agreement contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain
matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Transaction.
The Purchase Agreement also contains customary termination rights of the parties.
There
is no assurance that the conditions to the closing of the Transaction will be satisfied, or that the Transaction will be completed.
Item
7.01 Regulation FD Disclosure.
On
September 9, 2022, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Item
9.01 Financial Statements and 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.
| |
NEWAGE,
INC. |
| |
|
|
| Date:
September 15, 2022 |
By: |
/s/
Lawrence Perkins |
| |
|
Lawrence
Perkins |
| |
|
Chief
Restructuring Officer |
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