UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
The information set forth under Item 5.02 below is incorporated by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2021, NewAge, Inc. (the “Company”) and Gregory A. Gould, the Chief Financial Officer of the Company, entered into a Modification and Transition Addendum to Employment Agreement and Indemnification Agreement (the “Agreement”), which provides that Mr. Gould will continue to serve as Chief Financial Officer of the Company until July 2, 2021 (the “Term”).
As part of the transition, Mr. Gould will receive one year of base salary plus target bonus in accordance with Section 9 of the Employment Agreement, dated May 8, 2020 (the “Employment Agreement”), between the Company and Mr. Gould. Mr. Gould will receive his earned 2020 performance bonus no later than March 15, 2021 and a one year target performance bonus for his work in 2021 payable on July 31, 2021. For his continued service and support through the transition, the Company will issue 125,000 stock options, which will be granted by March 10, 2021, vest on July 2, 2021, and have an expiration date of three years after the issue date, and a one-time bonus of $400,000.
Following the Term, the Company will pay Mr. Gould’s COBRA health care premiums for one year. Mr. Gould will also receive title to any Company automobile and laptop provided for his use.
The Agreement also provides that any unvested shares of restricted stock and stock options previously granted to Mr. Gould continue to vest on their existing schedules until July 2, 2021, when they will become fully vested. Mr. Gould may exercise any options at any time before their original stated expiration date. Under the Agreement, each party has agreed to release any and all claims such party may have against the other party. The confidentiality, non-disparagement and non-solicitation provisions of the Employment Agreement remain in effect.
The Agreement also modifies the Indemnification Agreement, dated December 28, 2019, between the Company and Mr. Gould.
The summary of the Agreement in this Current Report on Form 8-K is qualified by reference to the full text of the Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 7.01. | Regulation FD Disclosure. |
On March 5, 2021, the Company issued a press release announcing the transition of Mr. Gould and the hiring of Carin Reinhardt, a copy of which is filed as Exhibit 99.1.
The information under Item 7.01 and in Exhibit 99.1 of this report is being furnished and not “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this report are not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 10.1 | Modification and Transition Addendum to Employment Agreement and Indemnification Agreement, dated as of March 3, 2021, between NewAge, Inc. and Gregory A. Gould. | |
| 99.1 | Press Release, dated March 5, 2021 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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.
| NewAge, Inc. | ||
| Date: March 5, 2021 | By: | /s/ Brent Willis |
Brent Willis Chief Executive Officer | ||