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 the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): July 1, 2022~~1934

Date of report (Date of earliest event reported): August 8, 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
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)

7158 S. FLFLSmidth ~~Smidth~~ Dr., Suite 250, Midvale, UT 84047

(Address of principal executive offices) (Zip Code)

(801) 813-3000

(Registrant’s telephone number, ~~including~~include area code)

Not applicable

(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~~☐ Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

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


☐	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 Exchange Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	NBEV	The Nasdaq Stock Market

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~~growth ~~Company~~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 2.0204 ~~Departure~~Triggering ofEvents ~~Directors~~That Accelerate or ~~Principal~~Increase ~~Officers;~~a ~~Election~~Direct ofFinancial ~~Directors;~~Obligation ~~Appointment~~or ofan ~~Certain~~Obligation ~~Officers;~~under ~~Compensatory~~an ~~Arrangements~~Off-Balance ofSheet ~~Certain Officers~~Arrangement.

On ~~July~~August 18, 2022, ~~Kevin~~NewAge, ~~Manion~~Inc. ~~resigned~~(the “Company”) received a letter (“Notice of Default Letter”) from ~~his~~East ~~position~~West asBank containing ~~Chief~~notice ~~Financial~~of ~~Officer~~alleged events of ~~NewAge,~~default ~~Inc.~~under (the ~~“Company”).~~Loan Inand ~~connection with~~Security ~~his~~Agreement ~~resignation,~~between the Company ~~and~~as ~~Mr.~~the ~~Manion~~borrower ~~entered~~and ~~into~~East aWest Bank ~~Separation~~as ~~Agreement~~the ~~and~~lender ~~General~~(“Lender”) ~~Release~~dated as of ~~Claims~~March ~~(the~~11, 2022 (“~~Separation~~ Loan Agreement”). ~~providing~~According ~~for~~to the ~~payment~~Notice toof ~~Mr.~~Default Letter, ~~Manion~~the Company is in default of ~~$350,000~~its ~~payable~~obligations inpursuant 36to ~~equal~~the ~~weekly~~Loan ~~payments,~~Agreement asa ~~well~~result asof the ~~transfer~~(i) ofCompany’s failure to use ~~ownership~~commercially reasonable efforts to ~~Mr.~~obtain ~~Manion~~Lessor’s Acknowledgment and Subordinations and Bailee Waivers in accordance with Section 3.3(d)(i) of the ~~car~~Loan ~~that~~Agreement, ~~the~~(ii) Company’s ~~had~~failure ~~provided~~ to ~~him~~deliver ~~during~~company ~~his~~prepared ~~employment.~~financials ~~The~~for ~~Separation~~the ~~Agreement~~measuring ~~also~~period ~~contains~~ending aMarch ~~standard~~31, ~~release~~2022, ofin ~~claims~~accordance onwith ~~the~~Section ~~part~~6.2(i) of ~~Mr.~~the ~~Manion.~~Loan ~~Mr.~~Agreement, ~~Manion~~(iii) Company’s ~~decision~~failure to ~~resign~~deliver iscontrol ~~due~~agreements with respect to ~~personal~~Borrower’s ~~reasons~~accounts at Bank of America and heWells ~~has~~Fargo ~~not~~in accordance with Section 6.7(a) of the Loan Agreement, ~~expressed~~and ~~any~~(iv) ~~disagreement~~circumstances that have resulted in a Material Adverse Effect in accordance with Section 8.3 of the ~~Company~~Loan onAgreement ~~any~~(each ~~matters~~capitalized term ~~relating~~as defined in the Loan Agreement). In the Notice of Default Letter, the Lender also declared all the obligations of the Company pursuant to the Loan Agreement immediately due and payable. The Company’s ~~operations,~~current ~~financial~~amount ~~statements,~~outstanding ~~internal~~pursuant the Loan Agreement ~~controls,~~is ~~policies,~~approximately or$12.0 ~~practices~~million.

~~Effective~~The ~~July 1, 2022, Lawrence Perkins, the~~ Company’s ~~Chief~~is ~~Restructuring~~in ~~Officer~~discussions ~~(“CRO”),~~with ~~began performing~~ the ~~functions~~Lender ~~of the~~in ~~principal~~connection ~~financial~~with ~~officer of~~ the Company’s onefforts anto ~~interim~~procure ~~basis~~additional financing. On ~~April~~August 269, 2022, the Company ~~engaged~~sent ~~SierraConstellation~~a ~~Partners LLC~~letter ~~(“SCP”)~~ to ~~make Mr. Perkins available to serve as~~ the ~~Company’s~~Lender ~~CRO~~requesting ~~and to otherwise advise~~ the ~~Company~~Lender ~~with respect~~ to, ~~among~~provide ~~other~~a ~~things,~~payoff ~~assistance~~letter with ~~the~~customary ~~preparation~~lien ofrelease ~~financial information, stakeholder communication~~ and ~~evaluation of cash flow~~termination ~~generation capabilities in anticipation of the Company’s strategic review process~~provisions. Mr. Perkins, age 44, has served as CRO since April 26, 2022 and has more than 20 years of management consulting and advisory experience with companies undergoing transition. Mr. Perkins is the founder and Chief Executive Officer of SCP, a national interim management and advisory firm that provides services to middle-market companies navigating their way through difficult business challenges. Prior to founding SCP in 2013, Mr. Perkins was a senior managing director and regional leader of a national consulting firm, where he was responsible for business development, marketing, staffing, and general management of the firm’s western region.

Mr. Perkins and the Company did not enter into, and do not anticipate entering into, any compensatory arrangements in connection with his performance as the Company’s principal financial officer or his appointment as CRO that are in addition to any fees paid to SCP in connection with its services provided to the Company.SIGNATURE

Other than as described above, there are no arrangements or understandings between Mr. Perkins and any other person pursuant to which he was appointed to serve as principal financial officer of the Company, and Mr. Perkins does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Perkins and any director or executive officer of the Company.

Item 7.01 Regulation FD Disclosure.

On July 8, 2022, the Company issued a press release announcing Mr. Manion’s resignation as Chief Financial Officer and Mr. Perkins’ assumption of the role of principal financial officer on an interim basis. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated July 8, 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 12, 2022	NEWAGE, INC.
Date: July 8, 2022	By:	/s/ Ed Brennan
	By:	/s/ Ed Brennan
	Ed Brennan	~~Ed Brennan~~
	Interim Chief Executive Officer	~~Interim Chief Executive Officer~~

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