• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    NewAge Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Bankruptcy or Receivership, Events That Accelerate or Increase a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

    8/30/22 5:20:38 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples
    Get the next $NBEV alert in real time by email
    0001579823 false 0001579823 2022-08-30 2022-08-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

     

     

    Get the next $NBEV alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $NBEV

    DatePrice TargetRatingAnalyst
    8/10/2021$6.50 → $6.00Buy
    Roth Capital
    More analyst ratings

    $NBEV
    SEC Filings

    View All

    NewAge Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

    8-K - NewAge, Inc. (0001579823) (Filer)

    9/15/22 5:00:37 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    SEC Form 25-NSE filed by NewAge Inc.

    25-NSE - NewAge, Inc. (0001579823) (Subject)

    9/14/22 9:52:26 AM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    8-K - NewAge, Inc. (0001579823) (Filer)

    9/2/22 5:22:14 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    SEC Form 3 filed by new insider Crocker Michele

    3 - NewAge, Inc. (0001579823) (Issuer)

    3/16/22 7:11:45 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    SEC Form 3: New insider Hammerschmidt Judith Lynne claimed no ownership of stock in the company

    3 - NewAge, Inc. (0001579823) (Issuer)

    12/10/21 11:52:48 AM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    SEC Form 4: Cooper Fred W was granted 11,968,470 shares

    4 - NewAge, Inc. (0001579823) (Issuer)

    11/23/21 5:25:14 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    NewAge, Inc. Announces Sale of Legacy Direct Store Distribution Division

    SALT LAKE CITY, Sept. 09, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (OTC:NBEVQ) (the "Company"), the Utah-based direct-to-consumer (D2C) organic and healthy products company, today announced that its wholly-owned subsidiaries, NABC, Inc. and NABC Properties, LLC (together, "NABC"), have entered into a definitive agreement to sell the legacy direct store distribution ("DSD") division to Legacy Distribution Group, a Colorado-based distribution company. The transaction is expected to be completed in the fourth quarter of 2022, and closing will be subject to court approval in the Company's pending bankruptcy case. The Company believes the DSD business is one of the largest independent distributo

    9/9/22 4:01:35 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. Announces That Its Common Stock Has Ceased Trading on Nasdaq

    SALT LAKE CITY, Sept. 08, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (the "Company") today announced that its common stock has been suspended from trading on The Nasdaq Stock Market due to its voluntary filing for relief under Chapter 11 of the United States Bankruptcy Code on August 30, 2022 and the Company's inability to remain compliant with the listing requirements of The Nasdaq Stock Market. As previously disclosed, the Company does not intend to appeal the suspension and anticipated delisting of its stock from The Nasdaq Stock Market. Effective September 8, 2022, the Company's common stock is expected to begin trading on the OTC Market under the trading symbol "NBEVQ." Investors can find

    9/8/22 3:30:12 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. Receives Court Approval of First Day Motions

    SALT LAKE CITY, Sept. 02, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV) (the "Company") today announced that the U.S. Bankruptcy Court for the District of Delaware has granted the Company interim approval for first day motions related to its Chapter 11 restructuring. The approved motions will support the Company's ongoing operations during its financial restructuring process. The Court granted the Company access to a debtor-in-possession ("DIP") financing facility of $16 million provided by DIP Financing, LLC, which combined with the Company's projected revenues, will support its operations during the Chapter 11 process. The Court has also authorized the Company to continue paying

    9/2/22 5:33:59 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    Roth Capital reiterated coverage on NewAge with a new price target

    Roth Capital reiterated coverage of NewAge with a rating of Buy and set a new price target of $6.00 from $6.50 previously

    8/10/21 9:23:04 AM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Leadership Updates

    Live Leadership Updates

    View All

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

    SALT LAKE CITY, July 08, 2022 (GLOBE NEWSWIRE) -- 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'

    7/8/22 6:00:00 AM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. Appoints Michele Crocker to its Board of Directors

    SALT LAKE CITY, March 03, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV), a direct selling company with a primary focus on healthy products, today announced the appointment of Michele Crocker to its Board of Directors. "I am delighted to welcome Michele to our Board of Directors," said Ed Brennan, Chairman of NewAge's Board. "Her strong background in the direct selling industry and her expertise in implementing programs that significantly improve recruitment, retailing and retention, will complement our existing Board and provide important insights into developing our most valuable asset – our Brand Partners." Ms. Crocker is Chief Operating Officer at CIENCE, a data company offering

    3/3/22 6:00:00 AM ET
    $HLF
    $NBEV
    Other Pharmaceuticals
    Health Care
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. Appoints Judith Hammerschmidt to Board of Directors

    DENVER, Dec. 01, 2021 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, announced today the appointment of Judith Hammerschmidt to its Board of Directors. "Judy has an impressive background having spent many years as outside counsel and as a board member helping companies expand in highly regulated industries," said Brent Willis, NewAge's Chief Executive Officer. "We enthusiastically welcome Judy to our Board and look forward to drawing upon her broad experience as we continue our growth and expansion for the benefit of our many stakeholders." Ms. Hammerschmidt has more than three decades of experience in cor

    12/1/21 4:05:00 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Financials

    Live finance-specific insights

    View All

    NewAge, Inc. Delays Fourth Quarter and Full Year 2021 Financial Results Conference Call

    SALT LAKE CITY, March 15, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV), a direct selling company with a primary focus on healthy products, today announced its fourth quarter and full year 2021 earnings release and conference call will be rescheduled to allow additional time to complete its Annual Report on Form 10-K. The Company will be filing a Form 12b-25, Notification of Late Filing, on March 16, 2022, which will provide the Company with a 15-day extension to file its Form 10-K. The Company expects to report financial results for the quarter and full year ended December 31, 2021, on or before March 31, 2022, the expiration date of the extension period. Updated conference call det

    3/15/22 4:05:00 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. to Report Fourth Quarter and Full Year 2021 Financial Results on March 16

    SALT LAKE CITY, Feb. 25, 2022 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV), a direct-to-consumer (D2C) healthy products company, today announced that it will release financial results for its fourth quarter and full year ended December 31, 2021, after the market close on Wednesday, March 16, 2022. A conference call and audio webcast with analysts and investors will be held that afternoon at 5:00 p.m. Eastern Time/3:00 p.m. Mountain Time to discuss the results and answer questions. Live conference call: 1-877-407-3982 (domestic) or 1-201-493-6780 (international) with conference ID: 13727435.Live and archived webcast will be available here and on the Events page of NewAge's investor rela

    2/25/22 6:05:00 AM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    NewAge, Inc. Announces Third Quarter 2021 Financial Results With Revenue Growth of 59%

    DENVER, Nov. 09, 2021 (GLOBE NEWSWIRE) -- NewAge, Inc. (NASDAQ:NBEV), the Colorado-based direct-to-consumer (D2C) organic and healthy products company, today announced financial results for the third quarter of 2021. Third Quarter 2021 Highlights -Net revenue increased 59% to $100 million compared to $63 million in the third quarter of 2020 -Gross profit was $66 million compared to $37 million in the prior year third quarter, an increase of $29 million -Gross margin reached 66.3% of net revenue compared to 59.8% of revenue in the prior year third quarter, up 6.5 points -Net income improved $11.4 million to ($2.7) million, or ($0.02) per basic share -Adjusted EBITDA1 improved $4.0 million t

    11/9/21 4:01:00 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    $NBEV
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    SEC Form SC 13G filed by NewAge Inc.

    SC 13G - NewAge, Inc. (0001579823) (Subject)

    7/8/22 4:56:55 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples

    SEC Form SC 13G/A filed by NewAge Inc. (Amendment)

    SC 13G/A - NewAge, Inc. (0001579823) (Subject)

    2/3/22 4:41:33 PM ET
    $NBEV
    Beverages (Production/Distribution)
    Consumer Staples