Attached files
file | filename |
---|---|
EX-5.1 - OPINION OF SICHENZIA ROSS FERENCE LLP - NewAge, Inc. | nbev_ex51.htm |
EX-1.1 - AT THE MARKET OFFERING 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): September 24,
2018
|
New Age Beverages Corporation
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
Washington
|
(State
or other jurisdiction of incorporation)
001-38014
|
|
27-2432263
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
1700 E. 68th Avenue, Denver, CO 80229
|
(Address of principal executive offices) (Zip Code)
|
(303) 289-8655
|
(Registrant’s
telephone number, including area code)
|
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
|
|
(Former
name or former address, if changed since last report)
|
|
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 September 24, 2018, New Age Beverages Corporation (the
“Company”) entered into an At the Market Offering
Agreement (the “Offering Agreement”) with Roth
Capital Partners LLC. (the “Agent”), pursuant to which
the Company may offer and sell from time to time up to an aggregate
of $50 million 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 declared effective
by the Securities and Exchange Commission (“SEC”) on
October 16, 2017, the base prospectus contained within the
Registration Statement, and a prospectus supplement that was filed
with the SEC on September 24, 2018.
Sales of the Placement Shares, if any, pursuant to the Offering
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 Offering Agreement. The Offering Agreement terminates on
March 24, 2019 and may be earlier terminated by the Company upon
five business days’ notice to the Agent and at any time by
the Agent or by the mutual agreement of the parties.
The Company intends to use the net proceeds from this offering
for investing in its portfolio of CBD-infused beverages
and for general working capital purposes.
The Offering 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 Offering Agreement, the Company will pay the
Agent a commission equal to 3 % of the gross proceeds from
each sale of Placement Shares sold through it under the
Offering 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 Offering Agreement is
not intended to be complete and is qualified in its entirety by
reference to the Offering Agreement, which is filed as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein by
reference.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an
opinion to the Company, dated September 24, 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:
Number
Description
At the Market
Offering Agreement, dated September 24, 2018, by and between New
Age Beverages Corporation and Roth Capital Partners,
LLC.
Opinion of
Sichenzia Ross Ference LLP
Consent of
Sichenzia Ross Ference LLP (included in the Opinion of Sichenzia
Ross Ference LLP filed as Exhibit 5.1)
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:
September 24, 2018
|
By:
|
/s/ Brent
Willis
|
|
|
|
Brent
Willis
Chief
Executive Officer
|
|
|
|
|
|