Attached files
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| EX-10.1 - EXCHANGE AGREEMENT - NewAge, Inc. | exchangeagreement92018vtc.htm |
| EX-3.1 - CERTIFICATE OF DESIGNATION - NewAge, Inc. | articlesofamendment_confo.htm |
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): September 20,
2018
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New Age Beverages Corporation
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(Exact
name of registrant as specified in its charter)
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Washington
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(State
or other jurisdiction of incorporation)
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001-38014
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27-2432263
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1700 E. 68th Avenue, Denver, CO 80229
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(Address of principal executive offices) (Zip Code)
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(303) 289-8655
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(Registrant’s
telephone number, including area code)
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Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Telephone: (212) 930-9700
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(Former
name or former address, if changed since last report)
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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 3.02 Unregistered Sales of
Equity Securities
Effective September 21, 2018, New Age Beverages Corporation (the
“Company”) entered into an Exchange Agreement with its
Chief Executive Officer, Brent Willis and its Chairman, Neil Fallon
pursuant to which the officers exchanged an aggregate of 6,900,000
shares of common stock which they owned for an aggregate of 6,900
shares of the Company’s newly designated Series C Convertible
Preferred Stock described below.
The foregoing description of the Exchange Agreement is a summary
and is qualified in its entirety by Exhibit 10.1
attached hereto.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 20, 2018, the Board of Directors of the Company
approved the creation of a class of Series C Convertible Preferred
Stock (the “Series C Preferred Stock”). An amendment to
the Articles of Incorporation which sets forth the rights and
preferences of the Series C Preferred Stock was filed with the
Washington Secretary of State on September 21, 2018 (the
“Series C Designation”).
Pursuant to the Series C Designation, 7,000 shares of the
Company’s preferred stock was designated Series C Preferred
Stock. Holders of the Series C Preferred Stock shall be entitled to
receive dividends equal, on an as-if-converted basis, to and in the
same form as dividends actually paid on shares of the
Company’s common stock par value $0.001 per share
(“Common Stock”) when, as and if paid on shares of
Common Stock. Each holder of outstanding Series C Preferred Stock
is entitled to vote equal to the number of whole shares of Common
Stock into which each share of the Series C Preferred Stock is
convertible. Holders of Series C Preferred Stock are entitled, upon
liquidation of the Company, to receive the same amount that a
holder of Series C Preferred Stock would receive if the Series C
Preferred Stock were fully converted into Common
Stock.
On the date on which an amendment to the Company’s
Articles of Incorporation, as amended, to increase the
Corporation’s authorized shares of Common Stock has been
filed with the Secretary of State of the State of Washington,
each share of Series C Preferred Stock
shall convert automatically into 1,000 shares of the
Company’s Common Stock.
The foregoing description of the Series C Preferred Stock, and the
Series C Designation is a summary and is qualified in its entirety
by Exhibit 3.1
attached hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Number
Description
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.
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NEW AGE BEVERAGES CORPORATION
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Date:
September 24, 2018
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By:
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/s/ Brent
Willis
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Brent
Willis
Chief
Executive Officer
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