NewAge, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-09-15: Form 8-K; Period of report 2022-09-09; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2022-09-02: Form 8-K; Period of report 2022-08-30; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2022-08-30: Form 8-K; Period of report 2022-08-30; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events; Details 1.01.
- 2022-08-18: Form 8-K; Period of report 2022-08-12; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-09-15 | 8-K | 2022-09-09 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On September 9, 2022, NewAge, Inc.’s (the “Company’s”) wholly-owned subsidiaries, NABC, Inc. and NABC Properties, LLC (collectively, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Legacy Distribution Group, LLC (the “Buyer”) pursuant to which the Sellers agreed to sell the assets related to the Sellers’ direct store distribution business providing beverages, snacks and other products to grocers, big box retailers and convenience stores (the “Business”). 7.01 On September 9, 2022, the Company issued a press release announcing the entry into the Purchase Agreement. | form8-k.htm |
| 2022-09-02 | 8-K | 2022-08-30 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On August 30, 2022, NewAge, Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s August 30, 2022 filing for protection under Chapter 11 of the U.S. Bankruptcy Code (the “Filing”), a review of publicly available information, and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq determined that the Company’s securities will be delisted from the Nasdaq Stock Market. | form8-k.htm |
| 2022-08-30 | 8-K | 2022-08-30 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On August 30, 2022 (the “Petition Date”), NewAge, Inc., a Delaware corporation (the “Company”), and its wholly-owned direct and indirect subsidiaries, Morinda Holdings, Inc., a Utah corporation, Morinda, Inc., a Utah corporation, and ARIIX LLC, a Utah limited liability company (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Petitions”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Debtors. 2.04 ● Loan and Security Agreement dated as of March 11, 2022, by and between the Company and the Purchaser, as successor-in-interest to East West Bank, a California banking corporation (as amended, restated, supplemented and/or otherwise modified from time to time). 8.01 On August 30, 2022, the Company issued a press release announcing, among other things, the filing of the Chapter 11 Cases and the Asset Sale. | form8-k.htm |
| 2022-08-18 | 8-K | 2022-08-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On August 12, 2022, NewAge, Inc. (the “Company”) received an additional delinquency notification letter dated August 11, 2022 (the “August Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “June 30 Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). 7.01 On August 18, 2022, the Company issued a press release announcing the Company’s receipt of the August Letter. | form8-k.htm |
| 2022-08-12 | 8-K | 2022-08-08 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 On August 8, 2022, NewAge, Inc. (the “Company”) received a letter (“Notice of Default Letter”) from East West Bank containing notice of alleged events of default under the Loan and Security Agreement between the Company as the borrower and East West Bank as the lender (“Lender”) dated as of March 11, 2022 (“Loan Agreement”). | form8-k.htm |
| 2022-07-08 | 8-K | 2022-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On July 1, 2022, Kevin Manion resigned from his position as Chief Financial Officer of NewAge, Inc. (the “Company”). 7.01 On July 8, 2022, the Company issued a press release announcing Mr. Manion’s resignation as Chief Financial Officer and Mr. Perkins’ assumption of the role of principal financial officer on an interim basis. | form8-k.htm |
| 2022-06-08 | 8-K | 2022-06-08 | 7.01 Regulation FD Disclosure | 7.01 On June 8, 2022, the Company issued a press release announcing that the Company has initiated an exploration of strategic alternatives and will consider a wide range of options for the Company including available financing alternatives, a potential financial restructuring or a reorganization, merger, sale or other strategic transaction. | form8-k.htm |
| 2022-05-17 | 8-K | 2022-05-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On May 12, 2022, NewAge, Inc. (the “Company”) received an additional delinquency notification letter (the “May 12 Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). 7.01 On May 17, 2022, the Company issued a press release announcing the Company’s receipt of the May 12 Letter. | form8-k.htm |
| 2022-04-04 | 8-K | 2022-04-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On March 16, 2022, NewAge, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) would be delayed. 7.01 On April 4, 2022, the Company issued a press release announcing the Company’s receipt of the Nasdaq notification letter referenced above. | form8-k.htm |
| 2022-03-31 | 8-K | 2022-03-31 | 7.01 Regulation FD Disclosure | 7.01 On March 16, 2022, NewAge, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Notification of Late Filing”) indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) would be delayed. | form8-k.htm |
| 2022-03-18 | 8-K/A | 2021-01-04 | 8.01 Other Events | 8.01 Company policy prohibits sales of CBD ingestible products in the U.S. until the sales can be made in compliance with all applicable laws. | form8-ka.htm |
| 2022-03-15 | 8-K | 2022-03-15 | 7.01 Regulation FD Disclosure | 7.01 On March 15, 2022, NewAge, Inc. (the “Company”) issued a press release announcing that its fourth quarter and full year 2021 earnings release and conference call are being rescheduled to allow the Company additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). | form8-k.htm |
| 2022-03-14 | 8-K | 2022-03-09 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 1.02 As part of the entry into the LOC Agreement, NewAge repaid in full on March 11, 2022 all outstanding indebtedness and terminated all commitments and obligations under its 8.00% Original Issue Discount Senior Secured Note, dated as of November 30, 2020 (the “Senior Notes”). 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | form8-k.htm |
| 2022-03-09 | 8-K | 2022-03-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 3, 2022, the NewAge, Inc. (“NewAge”) board of directors (the “Board”) appointed Ed Brennan, chairman of the Board, to serve as interim chief executive officer, effective immediately. | form8k.htm |
| 2022-03-03 | 8-K | 2022-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective March 1, 2022, the Board of Directors (the “Board”) of NewAge, Inc. (“NewAge”) appointed Ms. Michele Crocker as a director to serve until the 2022 annual meeting of stockholders. 8.01 Effective March 1, 2022, NewAge has relocated its corporate headquarters from Denver, Colorado to Midvale, Utah. | form8-k.htm |
| 2022-02-25 | 8-K | 2022-02-24 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On February 24, 2022, NewAge, Inc. (the “Company”) received written notice from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share, as set forth in NASDAQ Listing Rule 5550(a)(2), because the closing bid price for the Company’s stock has been below $1.00 for 30 consecutive business days. 8.01 On February 25, 2022, the Company issued a press release announcing its receipt of the notice from Nasdaq. | form8-k.htm |
| 2022-01-10 | 8-K | 2022-01-10 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 2.02 On January 10, 2022, NewAge, Inc. (the “Company”) issued a press release regarding its preliminary financial results for the three months ended December 31, 2021. 5.02 On January 10, 2022, the board of directors (the “Board”) of the Company and Brent Willis, Chief Executive Officer, agreed that Mr. Willis will resign as Chief Executive Officer, Director, and employee of the Company, effective immediately. 5.03 On January 6, 2022, the Board amended the Company’s bylaws to permit special meetings of the Board to be held on less than 48 hours’ notice by the Chair if a majority of the entire Board at the special meeting ratifies the notice of such special meeting. 7.01 On January 10, 2022, the Company announced that its Chief Financial Officer Kevin Manion will participate in the 2022 ICR Conference. | form8-k.htm |