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~~September 309, 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~~NBEVQ		~~The~~OTC ~~Nasdaq~~Expert ~~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 31.01 ~~Notice~~Entry ofInto ~~Delisting~~Material orDefinitive ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

On ~~August~~September 309, 2022, NewAge, Inc.’s (the “Company’s”) ~~received~~wholly-owned ~~written~~subsidiaries, ~~notice~~NABC, ~~from~~Inc. ~~The~~and ~~Nasdaq~~NABC ~~Stock Market~~ Properties, LLC (collectively, the “~~Nasdaq~~Sellers”) ~~indicating~~, ~~that~~entered asinto aan ~~result~~Asset ofPurchase Agreement (the ~~Company’s~~“Purchase ~~August~~Agreement”) ~~30,~~with ~~2022~~Legacy Distribution ~~filing~~Group, ~~for~~LLC ~~protection under Chapter 11 of the U.S. Bankruptcy Code~~ (the “~~Filing~~Buyer”), apursuant ~~review~~to ofwhich ~~publicly~~the ~~available~~Sellers ~~information,~~agreed ~~and~~to insell ~~accordance~~the ~~with~~assets ~~Listing~~related ~~Rules~~to ~~5101,~~the ~~5110(b) and IM-5101-1,~~Sellers’ ~~Nasdaq~~direct ~~determined~~store ~~that~~distribution ~~the~~business ~~Company’s~~providing ~~securities~~beverages, ~~will~~snacks beand ~~delisted~~other ~~from~~products ~~the~~to ~~Nasdaq~~grocers, ~~Stock~~big ~~Market.~~box ~~Trading~~retailers ofand ~~the~~convenience ~~Company’s common~~stores ~~stock~~(the ~~will~~“Business”). beThe ~~suspended~~parties atanticipate that the ~~opening~~closing of ~~business~~the ontransaction ~~September~~contemplated 8,by ~~2022, and a Form 25-NSE will be filed with~~ the ~~Securities~~Purchase ~~and~~Agreement ~~Exchange Commission~~ (the “~~SEC~~Transaction”), ~~which~~ will ~~remove~~occur in the ~~Company’s~~fourth ~~securities~~quarter ~~from~~of ~~listing and registration on The Nasdaq Stock Market~~2022.

~~Nasdaq~~Pursuant ~~stated~~to ~~that~~the ~~its~~terms ~~determination~~of ~~was~~the Purchase Agreement, the Buyer will pay a purchase price of $4,500,000 in cash at closing, as adjusted based on the value ~~following~~of ~~factors:~~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 ~~Filing~~ordinary course in the period between execution of the Purchase Agreement and ~~associated~~the ~~public~~closing ~~interest~~of ~~concerns~~the ~~raised~~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 ~~Filing;~~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 ~~concerns~~Agreement ~~regarding~~contains customary indemnification provisions pursuant to which the ~~residual~~parties ~~equity~~agree ~~interest~~to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the ~~existing~~Transaction. The ~~listed~~Purchase ~~securities~~Agreement ~~holders;~~also ~~and~~contains customary termination rights of the parties.

●There is ~~concerns~~no ~~about~~assurance that the ~~Company’s~~conditions ~~ability~~ to ~~sustain compliance with all requirements for continued listing on The Nasdaq Stock Market, in light of~~ the ~~Company’s~~closing current non-compliance with (i) Listing Rule 5550(a)(2) (the “Rule 5550(a)(2) Noncompliance”), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market, and (ii) Listing Rule 5250(c)(1) (the “Rule 5250(c)(1) Noncompliance”) as a result of the ~~Company’s~~Transaction ~~delinquent~~will ~~Annual~~be ~~Report on Form 10-K for the fiscal year ended December 31~~satisfied, ~~2021~~or ~~and~~that ~~delinquent Quarterly Reports on Form 10-Q for~~ the ~~three-month~~Transaction ~~periods~~will ~~ended~~be ~~March 31, 2022 and June 30, 2022~~completed.

~~Prior~~Item ~~correspondence~~7.01 ~~with~~Regulation ~~Nasdaq~~FD regarding the Rule 5550(a)(2) Noncompliance is discussed further in the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2022, and prior correspondence with Nasdaq regarding the Rule 5250(c)(1) Noncompliance is discussed further in the Company’s Current Reports on Form 8-K filed with the SEC on April 4, 2022, May 17, 2022 and August 18, 2022Disclosure.

~~The~~On September 9, 2022, the Company ~~does~~issued ~~not~~a ~~currently~~press ~~expect~~release toannouncing ~~appeal~~the ~~Nasdaq’s~~entry ~~determination~~into tothe ~~delist~~Purchase Agreement. A copy of the ~~Company’s~~press ~~common~~release ~~stock~~is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The ~~Company~~information ~~cautions~~included ~~that~~in ~~trading~~Item in7.01 ~~the~~of ~~Company’s~~this ~~common~~Current ~~stock~~Report ~~during~~on ~~the~~Form ~~pendency~~8-K ofand ~~the~~Exhibit ~~Filing~~99.1 attached hereto is ~~highly~~being ~~speculative~~furnished and ~~poses~~shall ~~substantial~~not ~~risks.~~be ~~Trading~~deemed ~~prices~~“filed” for ~~the~~purposes ~~Company’s~~of ~~common~~Section ~~stock~~18 ~~bear~~of ~~little~~the Exchange Act or nootherwise ~~relationship~~subject to the ~~actual~~liabilities ~~recovery~~of that section, nor ifshall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, byas ~~holders~~amended, or the Exchange Act, regardless of ~~the~~any ~~Company’s~~general ~~common~~incorporation ~~stock~~language in ~~the~~any ~~Chapter~~such ~~11 case~~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 2, 2022
Date: September 15, 2022	By:	/s/ Lawrence Perkins
	By:	/s/ Lawrence Perkins
		Lawrence Perkins
		Chief Restructuring Officer

Filing Compare · NewAge, Inc.