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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On August 30, 2022, NewAge, Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) ~~information~~indicating ~~set~~that ~~forth~~as ~~below~~a result of the Company’s August 30, 2022 filing for protection under Chapter 11 of the U.S. Bankruptcy Code (the “Filing”), a review of publicly available information, and in ~~Item~~accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq determined that the Company’s securities will be delisted from the Nasdaq Stock Market.03 Trading of ~~this~~the ~~Current~~Company’s ~~Report~~common stock will be suspended at the opening of business on ~~Form~~September 8-K, ~~(this~~2022, “and a Form 825-~~K”)~~NSE ~~regarding~~will be filed with the ~~Asset~~Securities ~~Purchase~~and Exchange ~~Agreement~~Commission (asthe ~~defined below~~“SEC”), ~~and~~which ~~the~~will ~~DIP~~remove ~~Loan~~the ~~Agreement~~Company’s ~~(as~~securities ~~defined~~from ~~below)~~listing isand ~~incorporated~~registration ~~herein~~on byThe ~~reference~~Nasdaq Stock Market.

~~Item~~Nasdaq ~~1.03~~stated ~~Bankruptcy~~that orits ~~Receivership~~determination was based on the following factors:

~~Voluntary Petitions~~● ~~for~~the ~~Bankruptcy~~Filing and associated public interest concerns raised by the Filing;

~~On August~~● ~~30,~~concerns ~~2022~~regarding (the ~~“Petition~~residual ~~Date”),~~equity ~~NewAge,~~interest 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~~existing ~~States~~listed ~~Code~~securities ~~(the~~holders; “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).”and

~~The Debtors~~● ~~continue~~concerns about the Company’s ability to ~~operate~~sustain ~~their~~compliance ~~business~~with asall ~~“debtors-~~requirements for continued listing on The Nasdaq Stock Market, in~~-possession”~~ ~~under~~light of the ~~jurisdiction~~Company’s ofcurrent non-compliance with (i) Listing Rule 5550(a)(2) (the ~~Bankruptcy~~“Rule ~~Court~~5550(a)(2) ~~and in~~Noncompliance”), ~~accordance~~which ~~with~~sets forth the ~~applicable~~minimum ~~provisions~~bid ofprice requirement for continued listing on the ~~Bankruptcy~~Nasdaq ~~Code~~Capital Market, and ~~orders~~(ii) ofListing Rule 5250(c)(1) (the ~~Bankruptcy~~“Rule ~~Court.~~5250(c)(1) ~~The~~Noncompliance”) ~~Debtors~~as ~~are~~a ~~seeking~~result ~~approval~~ of athe ~~variety~~Company’s ofdelinquent ~~“first~~Annual ~~day”~~Report ~~motions~~on ~~containing~~Form ~~customary~~10-K ~~relief~~for ~~intended~~the tofiscal ~~assure~~year ended December 31, 2021 and delinquent Quarterly Reports on Form 10-Q for the ~~Debtors’~~three-month ~~ability~~periods toended ~~continue their~~March ~~ordinary~~31, ~~course~~2022 ~~operations~~and June 30, 2022.

~~Additional~~Prior ~~information~~correspondence ~~about~~with ~~the~~Nasdaq ~~Chapter~~regarding 11the ~~Cases,~~Rule ~~including~~5550(a)(2) ~~access~~Noncompliance tois ~~Court~~discussed ~~documents,~~further isin ~~available~~the ~~online~~Company’s atCurrent ~~cases.stretto.com/NewAge,~~Report on aForm ~~website~~8-K ~~administered~~filed bywith ~~Stretto,~~the ~~Inc.,~~SEC aon ~~third-party~~February ~~bankruptcy~~25, ~~claims~~2022, and ~~noticing~~prior ~~agent.~~correspondence ~~The~~with ~~information~~Nasdaq onregarding ~~this~~the ~~web~~Rule ~~site~~5250(c)(1) isNoncompliance ~~not~~is ~~incorporated~~discussed byfurther ~~reference~~in ~~into,~~the ~~and~~Company’s ~~does~~Current ~~not~~Reports ~~constitute~~on ~~part of, this~~ Form 8-K filed with the SEC on April 4, 2022, May 17, 2022 and August 18, 2022.

~~Asset~~The ~~Purchase~~Company ~~Agreement~~does not currently expect to appeal Nasdaq’s determination to delist the Company’s common stock.

The ~~Debtors~~Company ~~(together,~~cautions ~~the~~that ~~“Sellers”)~~trading ~~entered~~in ~~into~~the aCompany’s ~~“stalking~~common ~~horse”~~stock ~~Asset~~during ~~Purchase Agreement (~~the ~~“Asset Purchase~~pendency ~~Agreement”),~~of ~~dated~~the ~~August~~Filing ~~30,~~is ~~2022,~~highly ~~with~~speculative ~~DIP~~and ~~Financing,~~poses ~~LLC,~~substantial risks. orTrading ~~its~~prices ~~permitted~~for ~~assignee (~~the ~~“Purchaser”), pursuant~~Company’s tocommon ~~which~~stock ~~the~~bear ~~Purchaser~~little ~~agreed~~or tono ~~purchase~~relationship ~~substantially~~to ~~all of~~ the ~~assets~~actual ofrecovery, ~~the~~if ~~Debtors~~any, ~~(such~~by ~~assets,~~holders of the ~~“Assets,” and~~Company’s ~~such~~common ~~transaction,~~stock in the ~~“Asset~~Chapter ~~Sale”)~~11 case.

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
Date: September 2, 2022
	By:	/s/ Lawrence Perkins
		Lawrence Perkins
		Chief Restructuring Officer

Filing Compare · NewAge, Inc.