Attached files
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| EX-99.1 - PRESS RELEASE - NewAge, Inc. | nbev_ex991.htm |
| EX-3.1 - CERTIFICATE OF DESIGNATION - NewAge, Inc. | nbev_ex31.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): December 21,
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
2.01. Completion
of Acquisition
On December 21, 2018, the transactions contemplated by the Plan of
Merger (the “Merger Agreement”) between New Age
Beverages Corporation, a Washington corporation (the
“Company”), Morinda Holdings, Inc., a Utah corporation
(“Morinda”) and New Age Health Sciences Holdings, Inc.,
a newly formed Utah corporation and wholly owned subsidiary of the
Company (“Merger Sub”), were completed. Merger Sub was
merged with and into Morinda and Morinda became a wholly-owned
subsidiary of the Company. This transaction is referred to herein
as the “Merger.”
Pursuant to the Merger Agreement, the Company paid the following
consideration to Morinda’s equity holders and phantom
stockholder, subject to certain adjustments described in the Merger
Agreement: (i) $75 million in cash; (ii) 2,016,480 shares of the
Company’s common stock; and (iii) 43,804 shares of Series D
Preferred Stock (the “Preferred Stock”) providing for
the potential payment of up to $15 million contingent upon Morinda
achieving certain post-closing milestones, as further discussed
herein.
Pursuant to the Certificate of Designations of Series D Preferred
Stock (the “Certificate of Designations”), the holders
of the Preferred Stock shall be entitled to receive a dividend of
up to an aggregate of Fifteen Million Dollars ($15,000,000) (the
“Milestone Dividend”) if the Adjusted EBITDA (as
defined in the Certificate of Designations) of the Surviving
Corporation (as defined in the Merger Agreement) is at least Twenty
Million Dollars ($20,000,000) for the year ended December 31, 2019.
The Milestone Dividend is payable on April 15, 2020 (the
“Dividend Payment Date”). If the Adjusted EBITDA of the
Surviving Corporation is less than Twenty Million Dollars
($20,000,000), the Milestone Dividend shall be adjusted based on
applying a five times multiple to the difference between the
Adjusted EBITDA of $20 million and actual Adjusted EBITDA for the
year ended December 31, 2019 and adjusting accordingly to the $15
million Milestone Dividend. Additionally, the Company is required
to pay an annual dividend to the holders of the Preferred Stock
equal to an aggregate of 1.5% of the Milestone Dividend amount,
payable on a pro rata basis. The Company may pay the Milestone
Dividend and /or the annual dividend in cash or in kind, provided
that if the Company chooses to pay in kind, the shares of common
stock issued as payment therefore must be registered under the
Securities Act of 1933, as amended (the “Securities
Act”). The Preferred Stock shall terminate on the Dividend
Payment Date.
The Company paid $1,062,500 in cash and 214,250 shares of common
stock to a broker dealer in connection with the consummation of the
Merger.
The common stock, Preferred Stock and the shares of common stock
issuable upon conversion of the Preferred Stock have not been
registered under the Securities Act, or the securities laws of any
state, and were offered and issued (or will be issued) in reliance
on the exemption from registration under the Securities Act,
afforded by Section 4(a)(2).
Item
3.02. Unregistered
Sales of Equity Securities.
The information set forth in Item 2.01 of this Current Report
on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December 21, 2018, the Company filed the Certificate of
Designations with the Secretary of State of the State of
Washington.
The information set forth in Item 2.01 of this Current Report
on Form 8-K is incorporated herein by reference.
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Item 9.01
Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired. In accordance with Item 9.01(a), (i)
audited financial statements for the prior two fiscal years and
(ii) unaudited financial statements for the nine-month interim
period ended September 30, 2018 will be filed within 71 days of the
filing of this Current Report.
(b) Pro
Forma Financial Information. In accordance with Item 9.01(b), our
pro forma financial statements will be filed within 71 days of the
filing of this Current Report.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part
of this Current Report on Form 8-K.
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SIGNATURE
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.
Date:
December 27, 2018
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NEW AGE BEVERAGES CORPORATION
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By:
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/s/ Gregory A. Gould
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Gregory
A. Gould
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Chief
Financial Officer
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