8-K

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): March 31, 2022

NewAge, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38014	27-2432263
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7158 S. FL Smidth Dr., Suite 250, Midvale, UT 84047

(Address of principal executive offices) (Zip Code)

(801) 813-3000

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NBEV	The Nasdaq Stock Market LLC

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 7.01 Regulation FD Disclosure.

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. In the Notification of Late Filing, the Company noted that it was unable to file the Annual Report by the prescribed due date of March 16, 2022 as a result of the Company requiring additional time to finalize its consolidated financial statements and related disclosures to be filed as part of the Annual Report. The Company further noted that it expected to file the Annual Report within the 15-calendar-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended (the “Extension Period”). However, the Company has determined that additional time will be needed to complete the financial statements and related disclosures, and therefore, it will not be able to file the Annual Report within the Extension Period. The Company’s management intends to file the Annual Report as soon as practicable; however, no assurance can be given as to the definitive date on which the Annual Report will be filed.

The Company expects to receive a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing the Annual Report, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). Such notification letter, when received, will have no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. In accordance with Securities and Exchange Act rules and Nasdaq listing standards, the Company will issue a press release and file a Current Report on Form 8-K to announce the Nasdaq letter when received.

The Company issued a press release on March 31, 2022 related to these circumstances. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to the Company’s management. Forward-looking statements include statements regarding the Company’s ability to file its Annual Report for the year ended December 31, 2021. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. The Company’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the Securities and Exchange Commission, each of which can be found on the SEC’s website, www.sec.gov, or the investor relations portion of the Company’s website, investors.newagegroup.com. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 31, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 31, 2022	By:	/s/ Ed Brennan
		Ed Brennan
		Interim Chief Executive Officer

EX-99.1

Exhibit 99.1

NewAge, Inc. Delays Filing of Annual Report on Form 10-K

SALT LAKE CITY, March 31, 2022 – NewAge, Inc. (Nasdaq: NBEV) (the “Company” or “NewAge”) today announced that although the Company filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (“SEC”) indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) would be delayed and filed within 15 calendar days from the original due date (the “Extension Period”), the Company has determined that additional time will be needed to complete the Form 10-K and therefore the Company will not be able to file the Form 10-K within the Extension Period.

Although the Company has dedicated significant resources to the completion of its consolidated financial statements and related disclosures for inclusion in the Form 10-K, the Company will need additional time to complete its review of the financial statements. The delay is due primarily to the material weakness previously disclosed in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2020, relating to the financial reporting of the Company’s prior acquisitions. The Company is working diligently to complete the consolidated financial statements and related disclosures, and will file the Form 10-K as soon as practicable; however, no assurance can be given as to the definitive date on which the Form 10-K will be filed.

The Company expects to receive a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s delay in filing the Form 10-K, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The notice will have no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The Company will issue a press release and file a Form 8-K with the SEC to announce the notification when received.

About NewAge, Inc.

NewAge is a purpose-driven company dedicated to inspiring the planet to Live Healthy™. NewAge commercializes a portfolio of healthy products worldwide primarily through a direct selling route to market distribution system across more than 50 countries. The company competes in three major category platforms including health and wellness, inner and outer beauty, and nutritional performance and weight management — through a network of exclusive independent Brand Partners, empowered with the leading social selling tools and technology available worldwide. More information on the Company can be found at www.NewAgeGroup.com.

Forward Looking Statements

This press release contains forward-looking statements that are made under the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to the Company’s management. Forward-looking statements include statements regarding the Company’s ability to file its Annual Report for the year ended December 31, 2021. The Company’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the Securities and Exchange Commission, each of which can be found on the SEC’s website, www.sec.gov, or the investor relations section of the Company’s website, investors.newagegroup.com. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Contact:

Investors

NewAge, Inc.

Lisa Mueller

VP, Investor Relations

ir@newage.com

XML

Cover	Mar. 31, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-38014
Entity Registrant Name	NewAge, Inc.
Entity Central Index Key	0001579823
Entity Tax Identification Number	27-2432263
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7158 S. FL Smidth Dr.
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	(801)
Local Phone Number	813-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NBEV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false