Attached files
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| EX-10.01 - NewAge, Inc. | ex10_01.htm |
| EX-3.01 - NewAge, Inc. | ex3_01.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 3, 2016
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New Age Beverages Corporation
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(Exact name of registrant as specified in its charter)
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Washington
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(State or other jurisdiction of incorporation)
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333-193725
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27-2432263
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(Commission File Number)
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(IRS Employer Identification No.)
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3625 Del Amo boulevard, Suite 385, Torrance, CA 90503
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(Address of principal executive offices) (Zip Code)
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(888) 240-9197
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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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))
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Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called "forward-looking statements," all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as "expects," "plans," "will," "forecasts," "projects," "intends," "estimates," and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
Item 5.03. Amendments to articles of incorporation or bylaws; change in fiscal year
On June 29, 2016, the Company filed Articles of Amendment to its Articles of Incorporation with the
Secretary of State of Washington. As a result of the Amendment, the Company has changed its name with the State of Washington to New Age Beverages Corporation. A copy of the Articles of Amendment is filed herewith as Exhibit 3.01. The name change was approved by FINRA and became market effective on August 5, 2016.
Item 8.01 Other Events.
On August 3, 2016, the board of directors of New Age Beverages Corporation, a Washington corporation ("we" or the "Company"), authorized and accepted the New Age Beverages Corporation 2016-2017 Long Term Incentive Plan (the "Plan"). The purpose of the Plan is to attract able persons to enter the employ or to serve as Directors or Consultants of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for granting Incentive Stock Options, Options that do not constitute Incentive Stock Options, Restricted Stock Awards, Performance Awards, Stock Appreciation Rights, Phantom Stock Awards, Stock Awards, Restricted Stock Unit Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee, Consultant, or Director as provided herein.
The shares of our Common Stock to be issued in connection with the Plan will not be registered under the Securities Act, and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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3.01
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Articles of Amendment filed with the Secretary of State of Washington on June 29, 2016.
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10.1
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New Age Beverages Corporation 2016-2017 Long Term Incentive Plan
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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.
NEW AGE BEVERAGES CORPORATION
Date: August 5, 2016 By: /s/ Brent Willis
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Brent Willis, Chief Executive Officer
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