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): July 1, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2022, Kevin Manion resigned from his position as Chief Financial Officer of NewAge, Inc. (the “Company”). In connection with his resignation, the Company and Mr. Manion entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”) providing for the payment to Mr. Manion of $350,000 payable in 36 equal weekly payments, as well as the transfer of ownership to Mr. Manion of the car that the Company had provided to him during his employment. The Separation Agreement also contains a standard release of claims on the part of Mr. Manion. Mr. Manion’s decision to resign is due to personal reasons and he has not expressed any disagreement with the Company on any matters relating to the Company’s operations, financial statements, internal controls, policies, or practices.

Effective July 1, 2022, Lawrence Perkins, the Company’s Chief Restructuring Officer (“CRO”), began performing the functions of the principal financial officer of the Company on an interim basis. On April 26, 2022, the Company engaged SierraConstellation Partners LLC (“SCP”) to make Mr. Perkins available to serve as the Company’s CRO and to otherwise advise the Company with respect to, among other things, assistance with the preparation of financial information, stakeholder communication and evaluation of cash flow generation capabilities in anticipation of the Company’s strategic review process. Mr. Perkins, age 44, has served as CRO since April 26, 2022 and has more than 20 years of management consulting and advisory experience with companies undergoing transition. Mr. Perkins is the founder and Chief Executive Officer of SCP, a national interim management and advisory firm that provides services to middle-market companies navigating their way through difficult business challenges. Prior to founding SCP in 2013, Mr. Perkins was a senior managing director and regional leader of a national consulting firm, where he was responsible for business development, marketing, staffing, and general management of the firm’s western region.

Mr. Perkins and the Company did not enter into, and do not anticipate entering into, any compensatory arrangements in connection with his performance as the Company’s principal financial officer or his appointment as CRO that are in addition to any fees paid to SCP in connection with its services provided to the Company.

Other than as described above, there are no arrangements or understandings between Mr. Perkins and any other person pursuant to which he was appointed to serve as principal financial officer of the Company, and Mr. Perkins does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Perkins and any director or executive officer of the Company.

Item 7.01 Regulation FD Disclosure.

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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “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, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated July 8, 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: July 8, 2022	By:	/s/ Ed Brennan
		Ed Brennan
		Interim Chief Executive Officer

EX-99.1

Exhibit 99.1

NewAge, Inc. Announces Departure of Chief Financial Officer and Appointment of Principal Financial Officer

SALT LAKE CITY, July 8, 2022 – NewAge, Inc. (Nasdaq: NBEV) (the “Company” or “NewAge”), today announced that Kevin Manion, Chief Financial Officer, departed the Company as of July 1, 2022. Lawrence Perkins, who along with his firm SierraConstellation Partners LLC have been engaged to provide Chief Restructuring Officer (CRO) and other services to the Company, will assume the role of the Company’s principal financial officer on an interim basis.

“On behalf of NewAge, I want to thank Kevin for his contributions to our team. Kevin joined us in the middle of a major integration, and he resolved many operating issues for us. We wish him all the best,” said Ed Brennan, NewAge’s Chairman and interim Chief Executive Officer. “Larry and his team have been up and running here at the company for more than two months, so we expect a seamless transition as we continue our efforts to position the company for long-term success.”

Mr. Perkins currently serves as the Company’s CRO and advises the Company with respect to, among other things, assistance with the preparation of financial information, stakeholder communication and evaluation of cash flow generation capabilities. Mr. Perkins has more than 20 years of management consulting and advisory experience with companies undergoing transition. He is the founder and CEO of SCP, a national interim management and advisory firm that provides services to middle-market companies navigating their way through difficult business challenges. Prior to founding SCP in 2013, Mr. Perkins was a senior managing director and regional leader of a national consulting firm, where he was responsible for business development, marketing, staffing, and general management of the firm’s western region.

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 expectations regarding the transition of the roles of principal financial officer and the Company’s expectations regarding long-term success. 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 SEC, 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

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Cover	Jul. 01, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 01, 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