UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): ~~June~~August 1421, 2023

KONA GOLD BEVERAGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-56230

20-1915692

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

746 North Drive, Suite A

Melbourne, Florida 32934 (Address of Principal Executive Offices and Zip Code)

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (844) 714-2224

(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 (see General Instruction A.2. below):

☐	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
None		N/A		N/A

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. ☐

Section 4 1 – ~~Registrant’s~~Matters ~~Business~~Related to Accountants and ~~Operations~~Financial Statements

Item 1 4.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Pursuant to a Securities Purchase Agreement dated as of June~~On 14August 21, 2023 ~~(the “SPA”)~~, Kona Gold ~~Beverage~~Beverages, Inc.’s (~~“our”~~the or “weCompany”), ~~completed~~Audit aCommittee ~~private placement of a Senior Secured Promissory Note~~ (the “~~Senior Note~~Committee”) ~~with~~was ~~an initial principal amount of $55,706.52 and the grant of a common~~notified ~~stock~~by ~~purchase~~Weinberg ~~Warrant~~& ~~(the “Warrant”) that is exercisable for the purchase of up to an aggregate of 20~~Company,~~889,945~~ ~~shares~~P.A. (~~the~~ “~~Warrant Shares~~Weinberg”) of ~~our~~its ~~Common~~resignation ~~Stock~~as ~~with a third-party investor (~~the ~~“Investor”).~~Company’s Inindependent ~~addition,~~registered topublic ~~secure our~~accounting ~~obligations~~firm. toWeinberg ~~the~~had ~~Investor~~served ~~under~~as the ~~Senior~~Company’s ~~Note,~~independent weregistered ~~also~~public ~~entered~~accounting ~~into~~firm asince ~~Security Agreement (the “Security Agreement”) with and in favor of the Investor~~2021. ~~Our subsidiaries are also parties to the Security Agreement.~~

~~The~~Weinberg audit ~~transactions~~report ~~contemplated~~on by the ~~SPA~~Company’s ~~were~~consolidated ~~consummated on~~financial ~~June~~statements 15as ~~2023~~of ~~(the~~December ~~“Issue Date”). Upon the funding~~31, we2022 ~~sold~~ and ~~issued~~for ~~the~~each ~~Senior~~of ~~Note~~the ~~and~~years ~~granted~~in the ~~Warrant. Pursuant~~two-year toperiod ~~the~~ended ~~SPA,~~December ~~the purchase price for the Senior Note was $55~~31,~~706.52,~~ ~~less $8~~2021,~~456.52~~ incontained ~~fees,~~no ~~which~~adverse ~~consisted~~opinion ofor andisclaimer ~~8% “original issue discount”~~ of $4opinion,~~456.52,~~ ~~$2,500~~nor ~~for~~were ~~the~~they ~~Investor’s~~modified ~~legal~~as ~~fees~~to uncertainty, ~~and $1~~audit scope,~~500~~ ~~for~~or ~~investment~~accounting ~~banker related fees~~principles.

The ~~Senior Note is due 12 months from its issuance date and~~ isCompany ~~secured~~provided byWeinberg ~~all~~with ofa ~~our~~copy ~~assets and the assets~~ of ~~each of our subsidiaries pursuant to~~ the ~~Security~~disclosures ~~Agreement. The security interest granted to~~ the ~~Investor~~Company ~~under the Security Agreement~~ is ~~subordinate~~making ~~to the continuing security interest that remains~~ in ~~effect~~this ~~pursuant~~Current toReport ~~the previous~~on ~~grant~~Form ~~of a security interest in connection with a still~~8-~~outstanding~~K ~~debenture~~prior to anits ~~earlier investor. Initially, the Senior Note~~filing iswith ~~convertible into shares of our Common Stock (~~the ~~“Conversion Shares”) at a fixed conversion price of $0~~U.~~004~~S. ~~per~~Securities ~~share, subject~~and toExchange ~~adjustment~~Commission ~~due to merger, consolidation, exchange of shares, recapitalization, reorganization, or similar event as set forth in the Senior Note~~ (the “~~Conversion Price~~SEC”). ~~The~~and ~~Senior~~requested ~~Note~~that ~~contains~~Weinberg anfurnish ~~adjustment~~a ~~provision~~letter ~~that, subject~~ to ~~certain exceptions, reduces~~ the ~~conversion~~SEC ~~price~~stating whether ~~if we issue shares of our Common Stock~~ or ~~common~~not ~~stock~~it ~~equivalents~~agrees atwith ~~a price lower than~~ the ~~then-current Conversion~~statements ~~Price~~made ofby the ~~Senior~~Company ~~Note. Upon any stock splits, reverse stock splits, distributions, stock dividends, or other similar event, the Investor will be entitled to participate~~ in ~~such~~response ~~an event on an “as converted” basis. The Senior Note is subject~~ to ~~a “conversion~~Item blocker” such that the Investor cannot convert any portion of the Senior Note that would result in the Investor and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our Common Stock following such conversion 304(~~excluding, for~~a) ~~purposes~~ of ~~such~~Regulation ~~determination, shares of the Common Stock issuable upon conversion of the Senior Note or exercise of the Warrant that had not then been converted or exercised, respectively)~~S-K. The ~~Investor~~Company ~~does~~will ~~not have the right to convert the Senior Note until six~~file ~~months after the Issue Date. The Senior Note accrues interest at~~ an ~~annual~~amendment ~~rate equal~~ to ~~10%~~this ~~and~~Current isReport ~~due and payable~~ on ~~its~~Form ~~maturity~~8-K ~~date (or~~when ~~sooner~~it ifreceives ~~the~~that ~~Investor~~letter ~~converts~~and ~~the~~will ~~Senior~~file ~~Note~~it ~~or otherwise accelerates the maturity date,~~ as ~~provided~~Exhibit ~~for in the Senior Note)~~16.1 Interest is payable in cash on the maturity date or, in shares of the Common Stock at the then-current Conversion Price if the Investor converts the Senior Note or otherwise accelerates the maturity date, as provided for in the Senior Notethereto.

~~At our option, we have the right to redeem, in full, the outstanding~~Section ~~principal~~8 ~~and~~– ~~interest~~Other under the Senior Note prior to its maturity date; provided, that, as of the date of the then-holder’s receipt of the redemption notice, there has not been an Event of Default. We must pay an amount equal to the principal amount being redeemed plus outstanding and accrued interest thereon, as well as a $750 administrative fee (the “Redemption Amount”). We must provide seven Trading Days’ (as such term is defined in the Senior Note) prior notice to the then-holder of the Senior Note of our intent to make a redemption. If such notice of redemption is received six months after the Issue Date, the then-holder has the right to convert any or all of such to-be-prepaid amount into shares of our common Stock in accordance with the conversion provisions of the Senior Note prior to such redemption.Events

~~Further, commencing on July 10, 2023, and continuing on the~~Item ~~tenth day of each calendar month thereafter, we are required to redeem an amount equivalent to the sum of $2~~8.0001 ~~for~~Other ~~each 12-count case of our beverages that we sell in the ordinary course, calculated two months in arrears~~Events. Accordingly, the first redemption payment is due and payable on July 10, 2023 for the cases sold during the month of March, 2023. Mandatory redemption payments are based upon revenues recognized by us in accordance with US GAAP for each such month, rather than upon the receipt by us of funds received from sales during a relevant month. The above-referenced seven trading days’ prior notice and conversion provisions do not apply to any of the mandatory redemption payments. However, if we have paid the mandatory redemption payment to the Investor during an applicable calendar month pursuant to that certain senior secured promissory note in the original principal amount of $475,000, issued by the Company to the Investor on March 13, 2023, or pursuant to that certain senior secured promissory note in the original principal amount of $230,000, issued by the Company to the Investor on April 25, 2023, as applicable, then we do not have any obligation to make a mandatory redemption payment in that applicable calendar month with respect to the Senior Note.

WeOn August ~~also~~21, ~~granted~~2023, the ~~Warrant~~Company tofiled ~~purchase~~its upQuarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2023, which Report was not reviewed by the Company’s registered public accounting firm prior to anits ~~aggregate~~resignation. Although that Report meets the Alternative Reporting Standards of the ~~20,889,945~~OTC ~~Warrant~~Markets ~~Shares~~Group Inc., ~~The~~it ~~Warrant~~is ~~has~~deficient as a ~~five-year~~quarterly ~~term~~report ~~and~~filed isunder ~~immediately~~Section ~~exercisable~~13 atof anthe ~~exercise~~Securities ~~price~~Exchange Act of $01934.~~003~~ ~~per~~None ~~share, subject~~of tothe ~~adjustment~~columns ~~and~~of isthe ~~exercisable~~financial statements set forth therein was reviewed by the Company’s then-~~holder~~engaged onregistered public accounting firm. As of the date of this Current Report, the Company does not have a ~~“cashless”~~plan ~~basis~~as to how it will remedy this deficiency; but, when so reviewed, the Company will file an amended Report.

~~The Warrant contains an adjustment provision that, subject~~Item ~~to certain exceptions, reduces the exercise price if we issue shares of our Common Stock or common stock equivalents at a price lower than the then-current exercise price of the Warrant~~9.01 ~~Any~~Financial ~~stock~~Statements ~~splits, reverse stock splits, recapitalizations, mergers, combinations~~ and ~~asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the Warrant and, in certain circumstances, the number of Warrant Shares~~Exhibits. The Warrant is subject to an “exercise blocker,” such that the Investor cannot exercise any portion of the Warrant that would result in the Investor and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our Common Stock following such exercise (excluding, for purposes of such determination, shares of the Common Stock issuable upon exercise of the Warrant or conversion of the Senior Note that had not then been exercised or converted, respectively).

~~The foregoing brief summary description of certain terms and~~(d) provisions of the Senior Note and the Warrant, the SPA, and the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of such agreements, a copy of the form of each of which is attached to this Current Report on Form 8-K, as Exhibits 4.~~17, 4.18, 10.60, and 10.61, respectively. Readers are encouraged to read each Exhibit in full for a more comprehensive understanding of the transaction described herein.~~

Section 2 – Financial Information

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~ 2~~.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.~~SIGNATURES

~~Section~~Pursuant to 9the –requirements ~~Financial~~of ~~Statements~~the ~~and~~Securities ~~Exhibits~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits.

Dated: September 1, 2023	Kona Gold Beverage, Inc.

	By:	/s/ Robert Clark
	Name:	Robert Clark
	Title:	President and Chief Executive Officer

~~(d) Exhibits.~~3

Exhibit No.		Description
4.17		Form of Secured Convertible Senior Note of the registrant sold and issued to Mast Hill Fund, L.P., for a transaction that closed and funded on June 15, 2023.
4.18		Form of Warrant of the registrant granted to Mast Hill Fund, L.P., for a transaction that closed and funded on June 15, 2023.
10.60		Form of Securities Purchase Agreement between the registrant and Mast Hill Fund, L.P., for a transaction that closed and funded on June 15, 2023.
10.61		Form of Security Agreement of the registrant and its subsidiaries in favor of Mast Hill Fund, L.P., for a transaction that closed and funded on June 15, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

SIGNATURES

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~4

Dated: June 16, 2023	Kona Gold Beverage, Inc.
	By:	/s/ Robert Clark
	Name:	Robert Clark
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
4.17		Form of Secured Convertible Senior Note of the registrant sold and issued to Mast Hill Fund, L.P., dated March 13, 2023.
4.18		Form of Warrant of the registrant granted to Mast Hill Fund, L.P., dated March 13, 2023.
10.60		Form of Securities Purchase Agreement between the registrant and Mast Hill Fund, L.P., for a transaction that closed and funded on March 13, 2023.
10.61		Form of Security Agreement of the registrant and its subsidiaries in favor of Mast Hill Fund, L.P., for a transaction that closed and funded on March 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filing Compare · KONA GOLD BEVERAGE, INC.