8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 9, 2018

New Age Beverages Corporation

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation)

001-38014	27-2432263
(Commission File Number)	(IRS Employer Identification No.)

 1700 E. 68th Avenue, Denver, CO 80229

  (Address of principal executive offices) (Zip Code)

 (303) 289-8655  

(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))

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 9, 2018, Robert Evans was appointed as a director of New Age Beverages Corporation (the “Company”). Mr. Evans will serve as Chairman of the Audit Committee and a member of the Compensation Committee.

Mr. Robert Evans, age 53, has over 25 years of investment and financial management experience.   He is the founder of Pennington Capital, a private investment fund, and has served as its managing partner since 2010.  Prior to forming Pennington Capital, from 1998 through 2010, Mr. Evans was a co-founder and one of the managing partners of Craig-Hallum Capital Group, which is an institutional research and investment banking firm.  Prior to joining Craig-Hallum in 1998, Mr. Evans has served as senior research analyst for other Minneapolis-based investment banking firms.   Mr. Evans is a CFA and holds an MBA from the Carlson School of Management at the University of Minnesota.

The Board has determined that Mr. Evans is an independent director within the meaning of NASDAQ Rule 5605. Mr. Evans qualifies to serve on the Board because of his extensive investment and financial management experience.

Mr. Evans does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Evans and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits.

Number	Description
99.1	Press Release issued on July 9, 2018

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.

	NEW AGE BEVERAGES CORPORATION
Date: July 10, 2018	By:	/s/Brent Willis
		Brent Willis Chief Executive Officer

EX-99.1

Exhibit 99.1

New Age Beverages Corporation Announces the Appointment of Robert Evans to Its Board of Directors

DENVER, CO / ACCESSWIRE / July 9, 2018 / NEW AGE BEVERAGES CORPORATION (NASDAQ: NBEV), the Colorado-based organic and natural beverage company intending to become the world's leading healthy beverage company, today announced the appointment of Robert (Bob) Evans to its Board of Directors.

KEY HIGHLIGHTS:

●

Brings invaluable small cap financial expertise to the existing Board of Directors

●

Long successful track record in investment banking and institutional fund ownership with small market capitalization stocks at Craig Hallum, Pennington and others

Bob is currently the Managing Director and Chief Investment Officer of Pennington Capital. He has more than 25 years of securities analysis and investment management experience, including 18 years working as a senior sell-side analyst. He previously spent 12 years as a Managing Partner and Senior Research Analyst for Craig-Hallum Capital Group LLC, a firm he helped build into a top institutional research boutique.

Bob Evans mentioned, "I am extremely excited to joining the leadership team at New Age Beverages. Their success over the past two years is unprecedented, and I am confident I can help the company navigate the nuances of financing, investment, and investor relations in the small cap world going forward. I see New Age as the most attractive and highest potential company in the beverage sector, and I look forward to working closely with the other directors and senior leadership team to help achieve the Company's very aspirational objectives."

New Age Beverages Corporation was created over the past two years ago and in that time has become the 56th largest non-alcoholic beverage company, one of the largest healthy beverage companies and the fastest growing. The Company has recently doubled its retail distribution on its core brand portfolio of Búcha Live Kombucha, Coco-Libre, Markey and Xing, and launched numerous new products within its core portfolio including Coco-Libre Sparkling, Marley Cold Brew, Marley Mate, and the Xing Craft Collection of Organic Artisanal Ready-to-Drink Teas. New Age also recently emplaced a $4.75 million financing to be replaced by a permanent Asset Based Loan going in place in July.

Brent Willis, Chief Executive Officer for New Age Beverages commented, "We believe we have a world class Board of Directors, that just got stronger with the addition of Bob Evans. Bob is hugely respected in the investment community and brings valued-added expertise in small cap financial management to complement the skill sets of the other members of the Board."

About New Age Beverages Corporation (NASDAQ: NBEV)

New Age Beverages Corporation is a Colorado-based healthy functional beverage company that was created in 2016 and 2017 with the combination of Búcha Live Kombucha®, XingTea®, Coco-Libre®, and Marley®, to create a one-stop-shop solution for retailers and distributors providing healthier beverages in the disruptive growth segments of the $870 Billion-dollar non-alcoholic beverage industry. In that period, New Age has become the 56th largest beverage company, one of the largest healthy beverage companies, and the fastest growing in the world. New Age competes in Ready to Drink (RTD) Tea, RTD Coffee, Kombucha, Energy Drinks, Relaxation Drinks, Coconut Waters, Functional Waters, and Rehydration Beverages with the brands Búcha® Live Kombucha, XingTea®, XingEnergy®, Marley One Drop®, Marley Mellow Mood®, Marley Mate™, Marley Cold Brew™, Coco-Libre®, PediaAde™, and Aspen Pure® PH and Aspen Pure® Probiotic Water. The Company's brands are sold across all 50 states within the US and in more than 15 countries internationally across all channels via direct wholesale distribution systems. The company operates the websites www.newagebev.com, www.newagehealth.us, www.mybucha.com, www.xingtea.com, www.aspenpure.com, www.drinkmarley.com, www.cocolibre.com, and https://shop.newagebev.com.

New Age has exclusively partnered with the world's 5th largest water charity, WATERisLIFE, to end the world water crisis with the most innovative technologies available. Donate at WATERisLIFE.com to help us #EnditToday

Safe Harbor Disclosure

This press release contains forward-looking statements that are made pursuant to 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 any statement reflecting management's current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company including statements regarding New Age Beverage's expectation to see continued growth. The forward-looking statements are based on the assumption that operating performance and results will continue in line with historical results. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Forward-looking statements, specifically those concerning future performance are subject to certain risks and uncertainties, and actual results may differ materially. New Age Beverages competes in a rapidly growing and transforming industry, and other factors disclosed in the Company's filings with the Securities and Exchange Commission might affect the Company's operations. Unless required by applicable law, NBEV undertakes no obligation to update or revise any forward-looking statements.

For investor inquiries about New Age Beverages Corporation please contact:

Cody Slach, Liolios Group, Inc.

Investor Relations Counsel

Tel 949-574-3860

NBEV@Liolios.com

New Age Beverages Corporation

Chuck Ence, CFO

303-289-8655

Cence@newagebev.com

SOURCE: New Age Beverages Corporation