Attached files
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| EX-99.1 - PRESS RELEASE - NewAge, Inc. | nbev_ex991.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): October 5,
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 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 8, 2018, the Board of Directors approved the appointment of
Gregory A. Gould as Chief Financial Officer and Chief
Administrative Officer of New Age Beverages Corporation (the
“Company”). Mr. Gould will replace John Price who
resigned for personal family reasons as Chief Financial and Chief
Administrative Officer effective October 5,
2018.
Mr. Gould, 52
has served as Chief Financial Officer of Therapure—Products
(Evolve Biologics), a subsidiary of Therapure BioPharma, Inc.,
since November 2017. Mr. Gould also served as Chief Financial
Officer, Treasurer and Secretary of Aytu BioScience, Inc., or
Aytu (NASDAQ: AYTU), from April 2015 until November 2017, and he
was the Chief Financial Officer, Secretary and Treasurer of Ampio
Pharmaceuticals, Inc., or Ampio (NASDAQ: AMPE), from June 2014
until June 2017. From April 2012 until June 2014, Mr. Gould
provided financial and operational consulting services to the
biotech industry. Mr. Gould also served as Chief Financial
Officer and as President and CEO for an interim period for SeraCare
Life Sciences, Inc., or SeraCare, from November 2006 until the
company was sold to Linden Capital Partners in April 2012.
Mr. Gould has held several other executive positions at
publicly traded life sciences companies including the Chief
Financial Officer role at Atrix Laboratories, Inc., or Atrix,
an advanced drug delivery company where he was instrumental in the
sale of the company to QLT, Inc. for over $855 million.
Mr. Gould was also the Chief Financial Officer at Colorado
MedTech, Inc., a publicly traded medical device design and
manufacturing company where he negotiated the transaction to sell
the company to KRG Capital Partners. Mr. Gould began his
career as an auditor with Arthur Andersen, LLP. He currently
serves on the board of directors of CytoDyn, Inc. (OTC:CYDY),
a publicly traded drug development company pursuing anti-viral
agents for the treatment of HIV. Mr. Gould graduated from the
University of Colorado with a BS in Business Administration and is
a Certified Public Accountant.
In
connection with the appointment of Mr. Gould, the Company entered
into an offer letter of employment agreement, or the Agreement,
with Mr. Gould. The Agreement provides for an initial base salary
of $325,000 per annum, with an annual target cash bonus equal to a
range from 35% to 140% of the base salary. The Agreement further
provides for equity and other incentives to be awarded pursuant to
achievement of certain performance metrics.
There
is no arrangement or understanding between Mr. Gould and any other
person pursuant to which he was selected as an officer of the
Company. There is no family relationship between Mr. Gould and any
director or executive officer of the Company, and Mr. Gould is not
a party to a related party transaction within the meaning of Item
404(a) of Regulation S-K.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
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Number
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Description
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Press
Release issued on October 12, 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:
October 12, 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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