Attached files
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| EX-5.1 - OPINION OF SICHENZIA ROSS FERENCE KESNER LLP - NewAge, Inc. | nabc_ex51.htm |
| EX-1.1 - AT MARKET ISSUANCE SALES AGREEMENT - NewAge, Inc. | nabc_ex101.htm |
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 23,
2018
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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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001-38014
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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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1700 E. 68th Avenue, Denver,
CO 80229
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(Address of principal executive offices) (Zip Code)
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(303) 289-8655
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(Registrant’s
telephone number, including area code)
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Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Telephone: (212) 930-9700
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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:
☐
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))
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 a Material Definitive
Agreement
At Market Issuance Sales Agreement
On March 23, 2018, New Age Beverages Corporation (the
“Company”) entered into an At Market Issuance Sales
Agreement (the “At Market Issuance Sales Agreement”)
with B. Riley FBR, Inc. (the “Agent”), pursuant to
which the Company may offer and sell from time to time up to an
aggregate of $20,000,000 of shares of the Company’s common
stock (the “Placement Shares”), through the
Agent.
The Placement Shares have been registered under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to
the Registration Statement on Form S-3 (File No. 333-219341) (the
“Registration Statement”), which was originally filed
with the Securities and Exchange Commission (“SEC”) on
July 18, 2017 and declared effective by the SEC on October 16,
2017, the base prospectus contained within the Registration
Statement, and a prospectus supplement that was filed with the SEC
on March 23, 2018.
Sales of the Placement Shares, if any, pursuant to the At Market
Issuance Sales Agreement, may be made in sales deemed to be
“at the market offerings” as defined in Rule 415
promulgated under the Securities Act. The Agent will act as sales
agent and will use commercially reasonable efforts to sell on the
Company’s behalf all of the Placement Shares requested to be
sold by the Company, consistent with its normal trading and sales
practices, on mutually agreed terms between the Agent and the
Company.
The Company has no obligation to sell any of the Placement Shares
under the At Market Issuance Sales Agreement, and may at any time
suspend offers under the At Market Issuance Sales Agreement. The
Company or the Agent may terminate the At Market Issuance Sales
Agreement pursuant to its terms. The Company intends to
use the net proceeds from this offering
for general corporate
purposes, including working capital.
The At Market Issuance Sales Agreement contains customary
representations, warranties and agreements by the Company, as well
as indemnification obligations of the Company for certain
liabilities under the Securities Act.
Under the terms of the At Market Issuance Sales Agreement, the
Company will pay the Agent a commission equal to 3.0% of the
gross proceeds from each sale of Placement Shares sold through
it under the At Market Issuance Sales Agreement. In addition, the
Company has agreed to pay certain expenses incurred by the Agent in
connection with the offering.
This Current Report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or other jurisdiction.
The description of the material terms of the At Market Issuance
Sales Agreement is not intended to be complete and is qualified in
its entirety by reference to the At Market Issuance Sales
Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Sichenzia Ross Ference Kesner LLP, counsel to the Company, has
issued an opinion to the Company, dated March 23, 2018, regarding
the validity of the Placement Shares. A copy of the opinion is
filed as Exhibit 5.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits.
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Number
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Description
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At
Market Issuance Sales Agreement, dated March 23, 2018, between New
Age Beverages Corporation and B. Riley FBR, Inc.
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Opinion
of Sichenzia Ross Ference Kesner LLP
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Consent
of Sichenzia Ross Ference Kesner LLP (included in Exhibit
5.1)
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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.
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NEW AGE BEVERAGES CORPORATION
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Date:
March 23, 2018
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By:
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/s/ Brent
Willis
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Brent
Willis
Chief
Executive Officer
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