Current Report Filing (8-k)
January 17 2019 - 3:46PM
Edgar (US Regulatory)
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): January 14,
2019
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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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(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. 68
th
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
January 14, 2019, NABC, Inc., a Washington corporation (the
“Company”) and wholly owned subsidiary of New Age
Beverages Corporation, a Washington corporation, entered into a
Product and Trademark License Agreement (the
“Agreement”), with Docklight LLC, a Nevada limited
liability company (“Licensor”). Pursuant to the
Agreement, the Company was granted a limited license to certain
Licensed Property, as defined in the Agreement, to exclusively use,
for the purpose of manufacturing, selling, distributing, marketing
and advertising Licensor approved products which includes shelf
stable, ready to drink, non-alcoholic, consumer beverages infused
with Cannabidiol derived from hemp-based or synthetic sources. The
Licensed Property includes the name, image, likeness, caricature,
signature and biography of Bob Marley, the trademarks MARLEY and
BOB MARLEY for use in connection with the Company’s existing
licensed marks.
The
term of the Agreement runs for five years unless extended or
earlier terminated as provided in the Agreement. The Agreement also
provides for termination of the Agreement upon thirty days prior
written notice to the Company upon the occurrence of certain
events, including but not limited to, failure to make any
undisputed payments in conformity with the terms of the Agreement
on two or more occasions during the term of the Agreement;
bankruptcy filing by or against the Company; a breach by the
Company of certain covenants set forth in the Agreement; failure by
the Company to obtain or maintain product liability insurance in
compliance with the terms of the Agreement.
Under
the terms of the Agreement the licensed territory is the United
States.
As
consideration for the license, the Company agreed to pay Licensor a
fee equal to fifty percent of the gross margin, as defined in the
Agreement, on sales of approved Licensed products, which fee shall
be reviewed annually by the parties.
The
Agreement shall become effective and binding on the parties upon
the written approval of the Agreement by the Marley Merchandising,
LLC, the Licensed Property owner.
The
foregoing summary of the Agreement is qualified in its entirety by
reference to the full text of the Agreement which will be filed as
an exhibit to the Company’s annual report on Form 10-K for
the fiscal year ended December 31, 2018.
Item 8.01 Other Information
On January 16, 2019, the Company issued a press release disclosing
the Agreement. A copy of this press release is filed as Exhibit
99.1 hereto, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index is filed as part
of this Current Report on Form 8-K.
Number
Description
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.
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Company Name
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Date: January 17,
2019
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By:
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/s/ Gregory A.
Gould
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Name
Gregory A.
Gould
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Title
Chief
Financial Officer
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