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

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): August 12, 2022

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 of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7158 S. ~~FLSmidth~~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)

(Address of principal executive offices) (Zip Code)

(801) 813-3000

(Registrant’s telephone number, 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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

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 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 23.0401 ~~Triggering~~Notice ~~Events~~of ~~That~~Delisting ~~Accelerate~~ or ~~Increase~~Failure to Satisfy a ~~Direct~~Continued ~~Financial~~Listing ~~Obligation~~Rule or anStandard; ~~Obligation~~Transfer ~~under~~of ~~an Off-Balance Sheet Arrangement~~Listing.

On August 812, 2022, NewAge, Inc. (the “Company”) received aan ~~letter~~additional ~~(“Notice~~delinquency ofnotification ~~Default~~letter ~~Letter”)~~dated ~~from~~August ~~East~~11, ~~West Bank~~2022 ~~containing notice of alleged events of default under~~ (the ~~Loan~~“August ~~and~~Letter”) ~~Security~~from ~~Agreement between~~ the ~~Company~~Listing asQualifications ~~the~~Department ~~borrower~~of ~~and~~The ~~East~~Nasdaq ~~West Bank~~Stock asMarket ~~the~~LLC ~~lender~~ (“~~Lender~~Nasdaq”) ~~dated as of March 11, 2022 (“Loan Agreement”). According to the Notice of Default~~notifying ~~Letter,~~ the Company isthat indue ~~default of its obligations pursuant~~ to the ~~Loan~~delay ~~Agreement a result of the (i) Company’s failure to use commercially reasonable efforts to obtain Lessor’s Acknowledgment and Subordinations and Bailee Waivers~~ in ~~accordance~~filing ~~with Section 3.3(d)(i) of~~ the ~~Loan Agreement, (ii)~~ Company’s ~~failure~~Quarterly toReport ~~deliver~~on ~~company~~Form ~~prepared~~10-Q ~~financials~~ for the ~~measuring~~quarter ~~period~~ended ~~ending March~~June 3130, 2022, ~~in accordance with Section 6.2~~(~~i) of~~ the “June ~~Loan~~30 ~~Agreement,~~Form ~~(iii~~10-Q”), the Company’s ~~failure~~is tonot ~~deliver~~in ~~control~~compliance ~~agreements~~ with ~~respect~~Nasdaq toListing ~~Borrower’s~~Rule ~~accounts at Bank of America and Wells Fargo in accordance with Section 6.7~~5250(ac) ~~of the Loan Agreement, and~~ (iv1) ~~circumstances that have resulted in a Material Adverse Effect in accordance with Section 8.3 of the Loan Agreement~~ (~~each capitalized term as defined in~~ the ~~Loan Agreement~~“Rule”)., Inwhich requires ~~the~~listed ~~Notice~~companies ofto ~~Default~~timely ~~Letter,~~file ~~the Lender also declared~~ all ~~the~~periodic ~~obligations~~financial ofreports ~~the~~with ~~Company pursuant to~~ the ~~Loan~~Securities ~~Agreement immediately due~~ and ~~payable.~~Exchange ~~The~~Commission ~~Company’s current amount outstanding pursuant~~ (the ~~Loan Agreement is approximately $12~~“SEC”).~~0 million.~~

~~The~~As previously reported, the Company isreceived letters from Nasdaq on April 1, 2022 and May 12, 2022 (the “Prior Letters”) notifying the Company that it was not in ~~discussions~~compliance with the ~~Lender~~Rule due to the delay in ~~connection~~the ~~with~~filing of the Company’s ~~efforts~~Annual toReport ~~procure~~on ~~additional~~Form ~~financing.~~10-K for Onthe ~~August~~fiscal 9year ended December 31, ~~2022,~~ 2021 (the ~~Company~~“Form ~~sent~~10-K”) aand ~~letter~~the todelay in the ~~Lender~~filing ~~requesting~~of the ~~Lender~~Company’s toQuarterly Report ~~provide~~on aForm ~~payoff~~10-Q ~~letter~~for ~~with~~the ~~customary~~quarter ~~lien~~ended ~~release~~March ~~and~~31, ~~termination provisions~~2022 (the “March 31 Form 10-Q”), respectively.

~~SIGNATURE~~In response to the Prior Letters, the Company submitted a plan of compliance to Nasdaq to regain compliance with the Rule and was granted an extension of up to 180 calendar days from the original filing due date of the Form 10-K, or until September 27, 2022, to regain compliance. As a result of the additional delinquency identified in the August Letter, the Company must submit an update to its original compliance plan to Nasdaq by August 26, 2022.

Item 7.01 Regulation FD Disclosure.

On August 18, 2022, the Company issued a press release announcing the Company’s receipt of the August Letter. 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.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to the Company’s management. Forward-looking statements include statements regarding the Company’s expectations regarding the submission of an update to the compliance plan to Nasdaq and the Company’s ability to file the Form 10-K, the March 31 Form 10-Q and the June 30 Form 10-Q with the SEC. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. The Company’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on the SEC’s website, www.sec.gov, or the investor relations portion of the Company’s website, investors.newagegroup.com. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 18, 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.

Date: August 12, 2022	NEWAGE, INC.
	NEWAGE, INC.
	By:	/s/ Ed Brennan
Date: August 18, 2022	By:	/s/ Ed Brennan
	~~Ed Brennan~~	Ed Brennan
	~~Interim Chief Executive Officer~~	Interim Chief Executive Officer

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