NewAge Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry Into Material Definitive Agreement.
On September 9, 2022, NewAge, Inc.’s (the “Company’s”) wholly-owned subsidiaries, NABC, Inc. and NABC Properties, LLC (collectively, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Legacy Distribution Group, LLC (the “Buyer”) pursuant to which the Sellers agreed to sell the assets related to the Sellers’ direct store distribution business providing beverages, snacks and other products to grocers, big box retailers and convenience stores (the “Business”). The parties anticipate that the closing of the transaction contemplated by the Purchase Agreement (the “Transaction”) will occur in the fourth quarter of 2022.
Pursuant to the terms of the Purchase Agreement, the Buyer will pay a purchase price of $4,500,000 in cash at closing, as adjusted based on the value of net working capital at closing, for the assets of the Business. The closing of the Transaction is subject to approval by the court in the Company’s previously announced pending Chapter 11 bankruptcy case.
The Purchase Agreement contains customary representations, warranties and covenants, including, among others, covenants requiring Sellers to conduct their business in the ordinary course in the period between execution of the Purchase Agreement and the closing of the Transaction. The Purchase Agreement also contains a covenant not to compete whereby, for a period of eighteen (18) months following the closing, the Sellers will not, directly or indirectly, engage in, own, acquire, lease, or operate any product distribution business within the states of Colorado, Wyoming, and New Mexico that will be in direct competition with the Business and assets being acquired by Buyer. In addition to approval by the court in the Company’s pending bankruptcy case, the Transaction is subject to customary closing conditions, including that Buyer shall have received financing for the purchase price.
The Purchase Agreement contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Transaction. The Purchase Agreement also contains customary termination rights of the parties.
There is no assurance that the conditions to the closing of the Transaction will be satisfied, or that the Transaction will be completed.
Item 7.01 Regulation FD Disclosure.
On September 9, 2022, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 9, 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: September 15, 2022 | By: | /s/ Lawrence Perkins |
| Lawrence Perkins | ||
| Chief Restructuring Officer | ||