Attached files
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EX-99.2 - PRESS RELEASE ISSUED AUGUST 22, 2018 - NewAge, Inc. | nbev_ex992.htm |
EX-99.1 - PRESS RELEASE ISSUED AUGUST 21, 2018 - NewAge, Inc. | nbev_ex991.htm |
EX-5.1 - OPINION OF SICHENZIA ROSS FERENCE KESNER LLP - NewAge, Inc. | nbex_ex51.htm |
EX-1.1 - UNDERWRITING AGREEMENT - 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): August 22,
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)
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 August 22, 2018, New Age Beverages Corporation (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners,
LLC 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 8,200,00 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 $1.28 per
share, less certain underwriting discounts and commissions. The
Company also granted the Underwriters a 30-day option to purchase,
severally and not jointly, up to 1,000,000 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 $9.5 million, after
deducting estimated underwriting discounts and commissions and
other estimated offering expenses payable by the Company. The
Company intends to use the net proceeds from the Offering for
purchasing inventory for newly gained distribution and other
general working capital purposes. Certain of the Company’s
officers and directors will purchase an aggregate of 1,953,125
shares of common stock in the offering at the public offering
price. These shares are subject to the lock-up restrictions
described below.
The Offering is expected to close on or about August 24, 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 August 21, 2018, and a
final prospectus supplement, dated August 22, 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
August 22, 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 August 21, 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 August 22, 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:
Number
Description
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:
August 22, 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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