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): November 30, 2021
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 Number) |
2420 17th Street, Suite 220, Denver, CO 80202 |
(Address of principal executive offices) (Zip Code) |
(303) 566-3030 |
(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 | Nasdaq Capital 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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors. |
Effective November 30, 2021, the Board of Directors (the “Board”) of NewAge, Inc. (“NewAge”) appointed Judith Hammerschmidt as a director to serve until the 2022 annual meeting of stockholders. At the time of this filing, the Board has not made a final determination regarding the committees of the Board to which Ms. Hammerschmidt will be appointed.
The Board has determined that Ms. Hammerschmidt is independent within the meaning of the Nasdaq listing standards and applicable rules and regulations of the Securities and Exchange Commission. There are no family relationships between Ms. Hammerschmidt and any previous or current officers or directors of NewAge, Inc., and Ms. Hammerschmidt has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Hammerschmidt will participate in NewAge’s standard compensation program for non-employee directors, as described in its proxy statement filed with the Securities and Exchange Commission on March 25, 2021.
Item 8.01. | Regulation FD Disclosure. |
On December 1, 2021, NewAge issued a press release announcing the appointment of Ms. Hammerschmidt to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Number | Description | |
99.1 | Press Release, dated December 1, 2021. | |
104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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: December 1, 2021 | By: | /s/ Kevin Manion |
Kevin Manion | ||
Chief Financial Officer |