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): August 30, 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 1.01 Entry into a Material Definitive Agreement.

The information set forth below in Item 1.03 of this Current Report on Form 8-K (this “Form 8-K”) regarding the Asset Purchase Agreement (as defined below) and the DIP Loan Agreement (as defined below) is incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership

Voluntary Petitions for Bankruptcy

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. The Debtors are requesting joint administration of their Chapter 11 cases (the “Chapter 11 Cases”) under the caption “In re NewAge, Inc., et al., Case No. 22-10819).”

The Debtors continue to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors are seeking approval of a variety of “first day” motions containing customary relief intended to assure the Debtors’ ability to continue their ordinary course operations.

Additional information about the Chapter 11 Cases, including access to Court documents, is available online at cases.stretto.com/NewAge, a website administered by Stretto, Inc., a third-party bankruptcy claims and noticing agent. The information on this web site is not incorporated by reference into, and does not constitute part of, this Form 8-K.

Asset Purchase Agreement

The Debtors (together, the “Sellers”) entered into a “stalking horse” Asset Purchase Agreement (the “Asset Purchase Agreement”), dated August 30, 2022, with DIP Financing, LLC, or its permitted assignee (the “Purchaser”), pursuant to which the Purchaser agreed to purchase substantially all of the assets of the Debtors (such assets, the “Assets,” and such transaction, the “Asset Sale”).

The Sellers have sought the Bankruptcy Court’s approval of the Purchaser as the “stalking horse” bidder in an auction of the Assets under Section 363 of the Bankruptcy Code. If approved by the Bankruptcy Court as the stalking horse bidder, the Purchaser’s offer to purchase the Assets, as set forth in the Asset Purchase Agreement, would be the standard by which any other bids to purchase the Assets would be evaluated. Pursuant to Section 363 of the Bankruptcy Code, the Debtors are seeking authorization to conduct an auction process to allow other bidders to competitively bid on the Assets.

Pursuant to the terms of the Asset Purchase Agreement, the Purchaser agreed, subject to the terms and conditions of the Asset Purchase Agreement, to acquire the Assets from the Sellers for $28 million, which would be satisfied in cash and with a “credit bid” (as defined within the meaning of Section 363(k) of the Bankruptcy Code) with respect to the Purchaser’s portion of the Company’s secured indebtedness. The Asset Purchase Agreement provides for consideration to be paid by the Purchaser in the form of assumption of specified liabilities relating to the Assets, including certain trade payables and specified employee benefits. The consummation of the Asset Sale is subject to certain customary conditions precedent as specified in the Asset Purchase Agreement. The Asset Purchase Agreement also provides for a termination fee and expense reimbursement payable to the Purchaser upon the occurrence of certain events.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement filed with the Bankruptcy Court.

DIP Loan Agreement

The Company entered into a Senior Secured Debtor-In-Possession Term Loan Agreement (the “DIP Loan Agreement”), dated August 30, 2022, with the Purchaser, whereby the Purchaser agreed to provide the Company a delayed draw term loan facility (the “DIP Term Loan Facility”) in the aggregate principal amount of $16,000,000 in new money loans. Subject to approval by the Bankruptcy Court, the obligations of the Company under the DIP Loan Agreement will be secured by a super-priority security interest in substantially all of the assets of the Company in accordance with the terms of the DIP Loan Agreement.

The proceeds of the DIP Term Loan Facility will be used by the Debtors, as permitted by the Bankruptcy Court and the DIP Loan Agreement, for working capital and general corporate purposes, the payment of fees and expenses in connection with the transactions related thereto, the pursuit of sale transactions, and bankruptcy-related costs and expenses in accordance with an approved budget. Borrowings under the DIP Loan Agreement will bear interest at a rate per annum equal to 11.50% (increased by 2.0% upon the occurrence of an event of default).

The obligations of the Company under the DIP Loan Agreement are guaranteed by the Company’s 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.

The foregoing description of the DIP Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Loan Agreement filed with the Bankruptcy Court.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default under each of the following debt instruments:

● 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).

Item 8.01 Other Events.

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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of NewAge, Inc. dated August 30, 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: August 30, 2022	By:	/s/ Lawrence Perkins
		Lawrence Perkins
		Chief Restructuring Officer

EX-99.1

Exhibit 99.1

NewAge, Inc. Files Voluntary Petition for Relief Under Chapter 11

SALT LAKE CITY, August 30, 2022 — NewAge, Inc. (Nasdaq: NBEV) (the “Company”), the Utah-based direct-to-consumer (D2C) organic and healthy products company, today announced that on August 30, 2022 the Company and certain of its subsidiaries, Ariix LLC, Morinda Holdings, Inc., and Morinda, Inc. (collectively, the “Debtors”), each filed a voluntary petition for relief under chapter 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases to facilitate a value-maximizing sale process.

The Company has determined that the Chapter 11 process is the most expeditious way to pursue a strategic transaction and protect and preserve value for all stakeholders. The Company, with the help of its advisors, has secured a commitment for a “debtor in possession” financing facility of $16.0 million, subject to court approval. This capital, together with revenue generated from ongoing operations, will provide liquidity to support the Company through the sale process.

The Company also is filing a motion to obtain court approval of an asset purchase agreement with a “stalking horse” bidder, DIP Financing, LLC. The Company intends to pursue a sale of substantially all its assets as a going concern in one or more transactions. This transaction is subject to court approval and any higher or better offers as part of the Company’s ongoing auction process.

The Debtors’ management team will continue to operate the business as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors are seeking approval of a variety of “first day” motions containing customary relief intended to enable the Company and its subsidiaries to continue operations in the ordinary course. The Debtors intend to pay vendors and partners under customary terms for goods and services received on or after the filing date and to pay employees in the usual manner and continue their primary benefits without disruption. The Debtors expect to receive court approval for all of these routine requests.

Additional information about the Chapter 11 case, including access to Bankruptcy Court documents, is available online at cases.stretto.com/NewAge, the Debtors’ restructuring website administered by Stretto, a third-party bankruptcy claims and noticing agent.

About NewAge, Inc.

NewAge is a purpose-driven firm dedicated to inspiring the planet to Live Healthy™. The Utah-based Company commercializes a portfolio of organic and healthy products worldwide primarily through a direct-to-consumer (D2C) 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 NewAgeGroup.com.

Forward Looking Statements

This press release 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 related to the Debtors’ filing of the Chapter 11 cases in the Bankruptcy Court and the continued operation of the business. 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. Such risks and uncertainties include, but are not limited to, risks related to the Chapter 11 cases, including the Debtors’ ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 cases, the effects of the Chapter 11 cases on the Company, the Debtors and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 cases and the outcome of the Chapter 11 cases in general, the length of time the Debtors will operate under the Chapter 11 cases, risks associated with any third-party motions in the Chapter 11 cases, the potential adverse effects of the Chapter 11 cases on the Debtors’ liquidity or results of operations and increased legal and other professional costs necessary to execute the Debtors’ reorganization; the conditions to which any debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Debtors’ control; consequences related to the acceleration of the Company’s debt obligations; the trading price and volatility of the Company’s common stock and the ability of the Company to remain listed on NASDAQ, among other risks and uncertainties, as well as the factors 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 (“SEC”), 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. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor and Media Inquiries:

IR@newage.com

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Cover	Aug. 30, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 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