Current Report Filing (8-k)
July 12 2019 - 7:03AM
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): July 10, 2019
New
Age Beverages Corporation
(Exact
name of registrant as specified in its charter)
Washington
(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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2420
17
th
Street, Suite 220, Denver, CO 80202
(Address
of principal executive offices) (Zip Code)
(303) 566-3030
(Registrant’s
telephone number, including area code)
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.001 per share
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NBEV
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The
Nasdaq Capital Market
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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 [X]
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. [X]
Item
2.01. Completion of Acquisition
On
July 10, 2019, the transactions contemplated by the plan of merger (the “Merger Agreement”) between New Age Beverages
Corporation (the “Company”), Brands Within Reach, LLC (“BWR”), Olivier Sonnois, as sole owner, member
and manager of BWR (the “Seller”), and BWR Acquisition Corp., a newly organized wholly owned subsidiary of the Company
(“Merger Sub”) were completed. At the closing Merger Sub was merged with and into BWR and BWR became a wholly owned
subsidiary of the Company.
Pursuant
to the Merger Agreement, upon consummation of the merger, the Company paid $2.5 million dollars to repay the outstanding amounts
owed by BWR under its existing line of credit and paid to the Seller $500,000 in cash. The Company will issue to the Seller up
to 700,000 shares of its common stock (the Shares”) in approximately 30 days upon completion of the BWR working capital
covenant calculation.
The
Shares have not been registered under the Securities Act, or the securities laws of any state, and will be issued in reliance
on the exemption from registration under the Securities Act, afforded by Section 4(a)(2).
On
July 12, 2019, the Company issued a press release with respect to the foregoing, a copy of which is attached hereto as Exhibit
99.1.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 2.01 is incorporated by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
July 12, 2019
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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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