Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - NewAge, Inc. | nbev_ex991.htm |
| EX-10.5 - MATERIAL CONTRACTS - NewAge, Inc. | nbev_ex105.htm |
| EX-10.4 - MATERIAL CONTRACTS - NewAge, Inc. | nbev_ex104.htm |
| EX-10.3 - MATERIAL CONTRACTS - NewAge, Inc. | nbev_ex103.htm |
| EX-10.2 - MATERIAL CONTRACTS - NewAge, Inc. | nbev_ex102.htm |
| EX-10.1 - MATERIAL CONTRACTS - NewAge, Inc. | nbev_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): June 20,
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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(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 June 20, 2018 (the “Closing Date”), New Age Beverages Corporation, a
Washington corporation (the “Company”) entered into a Securities Purchase
Agreement (the “SPA”) with an institutional investor (the
“Investor”) pursuant to which the Company issued to
the Investor for an aggregate purchase price payable in cash of
$4,750,000, before reimbursement of expenses, a Senior Secured
Convertible Promissory Note (the “Convertible
Note”) with a principal
face amount of $4,750,000, which Convertible Note is, subject to
certain conditions, convertible into shares (the
“Conversion
Shares”) of underlying
common stock of the Company (“Common Stock”) at a conversion price of $1.89 per share,
subject to adjustment (the “Conversion Price”). The
Convertible Note will mature on June 20, 2019, unless earlier
repurchased by the Company or converted pursuant to its terms. The
Convertible Note and the Conversion Shares described in this
Current Report on Form 8-K were offered and sold to the Investor in
reliance upon exemption from the registration requirements under
Section 4(a)(2) under the Securities Act of 1933, as amended (the
“Securities Act”) and, as applicable, Rule 506 of
Regulation D promulgated thereunder.
Pursuant to a registration rights agreement entered into with the
Investor on the Closing Date (the “Registration Rights
Agreement”), the Company
agreed to file a registration statement on Form S-3 to register the
Convertible Note and the Conversion Shares within eighty (80)
days of the Closing Date which registration must be declared
effective under the Securities Act within one hundred twenty (120)
days of the Closing Date (each of which dates are accelerated upon
an event of default under the Convertible
Notes)..
The Company and its subsidiaries (the “Subsidiaries”) and the Investor entered into a security
agreement (the “Security
Agreement”) pursuant to
which the Company and its Subsidiaries granted to the Investor a
security interest in, among other items, the Company’s and
the Subsidiaries’ accounts, chattel paper, documents,
equipment, general intangibles, instruments and inventory, and all
proceeds (the “Assets”), as set forth in the Security Agreement.
In addition, pursuant to an intellectual property security
agreement (the “IP Security
Agreement”), the Company
and certain of its subsidiaries granted to the Investor a
continuing security interest in all of the Company’s right,
title and interest in, to and under certain trademarks, copyrights
and patents of the Company.
The Company issued to the Investor (i) 125,661 shares of
Common Stock as a commitment to the Investor (the
“Commitment
Shares”); and (ii)
100,529 shares of Common Stock as payment of an additional
exit fee to the Investor (the “Exit Shares”). The Exit Shares are subject to
certain resale restrictions agreed to by the Investor under the
SPA. The Commitment Shares and the Exit Fee Shares are registered
under the Securities Act of 1933, as amended (the
“Securities
Act”) pursuant to the
Company’s currently effective registration statement on Form
S-3 (File No. 333-21941).
Description of Senior Secured Convertible Promissory
Note
The Convertible Note has a principal face amount of $4,750,000 and
bears interest at a rate equal to 8% per annum, payable
monthly. The Convertible Note has a maturity date of June 20,
2019. At the option of the Investor, the Convertible Note is
convertible, in whole or part, into shares of underlying Common
Stock at the Conversion Price, subject to adjustment, at the option
of the Investor and upon the occurrence of certain specified
events. The failure of the Company to deliver the
Conversion Shares upon the request of the Investor within the
requisite time frame constitutes an event of default under the
Convertible Note and subjects the Company to certain liquidates
damages.
In addition, the conversion price of the Convertible Note is
subject to adjustment for customary stock splits, stock dividends,
combinations or similar events.
In addition, pursuant to the SPA, the Company has agreed to provide
the Investor with certain registration rights with respect to the
Common Stock underlying the Conversion Shares.
Both the Company and the Investor has certain redemption rights
with respect and under certain circumstances the Company is
required to redeem the notes.
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In addition, the Convertible Note contains standard and customary
events of default including, but not limited to, failure to make
payments when due under the Convertible Note, failure to comply
with certain covenants contained in the Convertible Note, or
bankruptcy or insolvency of the Company. As well, the
Convertible Note contains events of default in the event the Common
Stock is suspended from trading on a Trading Market (as defined in
the Convertible Note) for five (5) Trading Days (as defined in the
Convertible Note), in the event of a MAE (as defined in the
Convertible Note) or if any monetary judgment, writ or similar
final process is entered or filed against the Company.
In addition, pursuant to the Convertible Note, if the Company
enters into a Fundamental Transaction (as defined in the
Convertible Note), the Investor will have the right to receive for
such Conversion Shares held by the Investor such number of shares
of Common Stock in the surviving corporation, acquiring corporation
or the Company, as applicable, and additional consideration
receivable by a holder of the number of shares of Common Stock into
which the Conversion Shares are convertible.
In addition, the Convertible Note contains certain prohibitions
around the Company’s ability to issue additional securities
except for Conversion Shares and for a financing that results in
net proceeds to the Company sufficient to redeem the Convertible
Notes in full in accordance with their terms.
The foregoing are only brief descriptions of the material terms of
the SPA, the Convertible Note, the Registration Rights Agreement,
the Security Agreement and the IP Security Agreement, the forms of
which are attached hereto as exhibits to this Current Report on
Form 8-K, and are incorporated herein by reference. The foregoing
does not purport to be a complete description of the rights and
obligations of the parties thereunder and such descriptions are
qualified in their entirety by reference to such
exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item
2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item 3.02. The
Convertible Note and the Conversion Shares described in this
Current Report on Form 8-K were offered and sold to the Investor in
reliance upon exemption from the registration requirements under
Section 4(a)(2) under the Securities Act of 1933 and, as
applicable, Rule 506 of Regulation D promulgated
thereunder.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
Number
Description
Securities Purchase
Agreement dated June 20, 2018 among New Age Beverages Corporation
and the Purchaser signatory thereto
Senior Secured
Convertible Promissory Note dated June 20, 2018
Registration Rights
Agreement dated as of June 20, 2018 between New Age Beverages
Corporation and the Purchaser signatory thereto
Security Agreement
dated as of June 20, 2018 between New Age Beverages Corporation and
Dominion Capital, LLC
Intellectual
Property Security Agreement dated as of June 20, 2018 by New Age
Health Sciences, Inc. in favor of Dominion Capital LLC
Press Release
issued on June 20, 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:
June 21, 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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