Attached files
| file | filename |
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| EX-99.2 - PRESS RELEASE ISSUED APRIL 10, 2018 - NewAge, Inc. | nbev_ex992.htm |
| EX-99.1 - PRESS RELEASE ISSUED APRIL 9, 2018 - NewAge, Inc. | nbev_ex991.htm |
| EX-5.1 - OPINION - NewAge, Inc. | nbev_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT, DATED APRIL 10, 2018 - NewAge, Inc. | nbev_ex11.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): April 9,
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.
On April 10, 2018, New Age Beverages Corporation (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Euro Pacific Capital,
Inc., doing business as A.G.P./Alliance Global Partners acting as
representative of the several underwriters named on Schedule 1
thereto (the “Underwriters”), which provided for the
issuance and sale by the Company in an underwritten public offering
(the “Offering”) and the purchase by the Underwriters
of 2,285,715 shares of the Company’s common stock, $0.001 par
value per share. Subject to the terms and conditions contained in
the Underwriting Agreement, the shares were sold to the
Underwriters at a public offering price of $1.75 per share, less
certain underwriting discounts and commissions. The Company also
granted the Underwriters a 45-day option to purchase, severally and
not jointly, up to 342,857 additional shares of the Company’s
common stock on the same terms and conditions for the purpose of
covering any over-allotments in connection with the Offering. The
net offering proceeds to the Company from the Offering are
estimated to be approximately $3.5 million, after deducting
estimated underwriting discounts and commissions and other
estimated offering expenses. The Company intends to use the net
proceeds from the Offering for purchasing inventory for newly
gained distribution and other general working capital
purposes.
The Offering is expected to close on or about April 12, 2018,
subject to customary closing conditions set forth in the
Underwriting Agreement. The Offering is being made pursuant to the
Company’s shelf registration statement on Form S-3 (File No.
333-219341) (the “Registration Statement”), which was
declared effective by the Securities and Exchange Commission (the
“SEC”) on October 16, 2017, as supplemented by a
preliminary prospectus supplement, dated April 9, 2018, and a final
prospectus supplement, dated April 10, 2018, filed with the SEC
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the “Securities Act”).
The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters (including for liabilities under the Securities Act
and termination and other provisions customary for transactions of
this nature. The Company and all of the Company’s executive
officers and directors have also agreed not to sell or transfer any
securities of the Company held by them for a period of 90 days from
April 10, 2018 without first obtaining the written consent of the
Underwriters, subject to certain exceptions.
The representations, warranties and covenants of the Company
contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, are solely for the
benefit of the parties to such agreement and may be subject to
limitations agreed upon by the contracting parties. Investors are
not third-party beneficiaries under the Underwriting Agreement and
should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state
of facts or conditions of the Company.
This Current Report contains forward-looking statements that
involve risk and uncertainties, such as statements related to the
anticipated closing of the Offering and the amount of net proceeds
expected from the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions
to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company’s filings with the
SEC.
The foregoing summary of the Underwriting Agreement is qualified in
its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference. A
copy of the opinion of Sichenzia Ross Ference Kesner LLP relating
to the legality of the issuance and sale of the shares of common
stock in the Offering is filed as Exhibit 5.1 hereto and is
incorporated herein and into the Registration Statement by
reference.
Item
8.01
Other
Information.
On April 9, 2018, the Company issued a press release announcing the
Offering. A copy of this press release is filed as Exhibit 99.1
hereto, and incorporated herein by reference.
On April 10, 2018, the Company issued a press release announcing
the pricing of the Offering. A copy of this press release is filed
as Exhibit 99.2 hereto, and incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits:
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Number
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Description
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Underwriting
Agreement, dated April 10, 2018, by and between Euro Pacific Capital, Inc., doing business as
A.G.P./Alliance Global Partners acting as the representative of the
several underwriters named on Schedule I
thereto.
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Opinion
of Sichenzia Ross Ference Kesner LLP
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Consent
of Sichenzia Ross Ference Kesner LLP (included in the Opinion of
Sichenzia Ross Ference Kesner LLP filed as Exhibit
5.1)
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Press
Release issued April 9, 2018
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Press
Release issued April 10, 2018
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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:
April 11, 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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