공시 • Dec 08
Rosen Law Firm Files Securities Class Action Lawsuit Against NewAge, Inc Rosen Law Firm announced it has filed a class action lawsuit on behalf of purchasers of the securities of NewAge, Inc. between January 18, 2018 and October 18, 2022, both dates inclusive (the “Class Period”). The lawsuit seeks to recover damages for NewAge investors under the federal securities laws. According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose, among other things, that: (1) NewAge never entered into a “distribution agreement” or “initiative in partnership” with the military and never had plans to sell its products at all commissaries and exchanges around the world; (2) NewAge did not have adequate inventory of its products to fulfill this reported agreement; (3) NewAge did not actually expand its product lines or distribution agreements as represented; (4) the Company lacked adequate internal controls; (5) as a result the Company had a heightened risk of regularly scrutiny and ultimately subject to an SEC investigation and action; and (6) as a result of the foregoing, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages. 공시 • Sep 15
Nasdaq to Delist Common Stock of NewAge The Nasdaq Stock Market announced that it will delist the common stock of NewAge, Inc. NewAge’s common stock was suspended on September 8, 2022 and has not traded on Nasdaq since that time. Nasdaq will file a Form 25 with the Securities and Exchange Commission to complete the delistings. The delistings become effective ten days after the Form 25 is filed. For news and additional information about the companies, including the basis for the delisting and whether the companies’ securities are trading on another venue, please review the companies’ public filings or contact the company directly. 공시 • Sep 09
Newage Announces That Its Common Stock Has Ceased Trading on Nasdaq NewAge, Inc. announced that its common stock has been suspended from trading on The Nasdaq Stock Market due to its voluntary filing for relief under Chapter 11 of the United States Bankruptcy Code on August 30, 2022 and the Company’s inability to remain compliant with the listing requirements of The Nasdaq Stock Market. As previously disclosed, the Company does not intend to appeal the suspension and anticipated delisting of its stock from The Nasdaq Stock Market. Effective September 8, 2022, the Company's common stock is expected to begin trading on the OTC Market under the trading symbol "NBEVQ". The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 case is highly speculative and poses substantial risks. Trading prices for the Company’s common stock bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 case. The Company can provide no assurance that its common stock will commence or continue to trade on the OTC Market, whether broker-dealers will continue to provide public quotes of the Company's common stock on the OTC Market, whether the trading volume of the Company's common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company's common stock will continue on the OTC Market in the future. The Company’s common stock may be or may become illiquid. 공시 • Aug 31
DIP Financing, LLC entered into an asset purchase agreement to acquire all of the assets from NewAge, Inc. (NasdaqCM:NBEV), Morinda, Inc, Morinda Holdings, Inc. and Ariix LLC for $28 million. DIP Financing, LLC entered into an asset purchase agreement to acquire all of the assets from NewAge, Inc. (NasdaqCM:NBEV), Morinda, Inc, Morinda Holdings, Inc. and Ariix LLC for $28 million on August 30, 2022. The consideration of $28 million would be satisfied in cash and with a “credit bid”. 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 asset purchase agreement also provides for a termination fee and expense reimbursement payable to the purchaser upon the occurrence of certain events. The debtors’ management team will continue to operate the business as “debtors in possession” under the jurisdiction and in accordance with the applicable provisions of and orders of the bankruptcy court. The consummation of the asset sale is subject to bankruptcy court approval and certain customary conditions precedent as specified in the asset purchase agreement. 공시 • Aug 19
NewAge Receives Additional Delinquency Notice from Nasdaq on Late Filing of its Form 10-Q NewAge, Inc. announced that on August 12, 2022 it received an additional delinquency notice from the Nasdaq Stock Market, dated August 11, 2022 (the “August Notice”), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) due to the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “June 30 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Rule requires listed companies to timely file all periodic financial reports with the SEC. As previously disclosed, the Company received notices from Nasdaq on April 1, 2022 and May 12, 2022 (the “Prior Notices”) notifying the Company that it was not in compliance with the Rule due to the delay in the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) and the delay in the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “March Form 10-Q”), respectively. In response to the Prior Notices, 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 Notice, the Company must submit an update to its original compliance plan to Nasdaq by August 26, 2022. If the Company fails to timely regain compliance with the Rule, the Company’s common stock will be subject to delisting from Nasdaq. 공시 • Aug 13
NewAge, Inc. Receives Notice of Default Letter from East West Bank On August 8, 2022, NewAge, Inc. received a letter (Notice of Default Letter) from East West Bank containing notice of alleged events of default under the Loan and Security Agreement between the Company as the borrower and East West Bank as the lender (Lender) dated as of March 11, 2022 (Loan Agreement). According to the Notice of Default Letter, the Company is in default of its obligations pursuant to the Loan 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 with Section 3.3(d)(i) of the Loan Agreement, (ii) Company’s failure to deliver company prepared financials for the measuring period ending March 31, 2022, in accordance with Section 6.2(i) of the Loan Agreement, (iii) Company’s failure to deliver control agreements with respect to Borrower’s accounts at Bank of America and Wells Fargo in accordance with Section 6.7(a) of the Loan Agreement, and (iv) 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). In the Notice of Default Letter, the Lender also declared all the obligations of the Company pursuant to the Loan Agreement immediately due and payable. The Company’s current amount outstanding pursuant the Loan Agreement is approximately $12.0 million. 공시 • Jul 09
NewAge, Inc. Announces Executive Changes NewAge, Inc. announced that Kevin Manion, Chief Financial Officer, departed the Company as of July 1, 2022. Lawrence Perkins, who along with his firm SierraConstellation Partners LLC have been engaged to provide Chief Restructuring Officer (CRO) and other services to the Company, will assume the role of the Company’s principal financial officer on an interim basis. Mr. Perkins currently serves as the Company’s CRO and advises the Company with respect to, among other things, assistance with the preparation of financial information, stakeholder communication and evaluation of cash flow generation capabilities. Mr. Perkins has more than 20 years of management consulting and advisory experience with companies undergoing transition. He is the founder and CEO of SCP, a national interim management and advisory firm that provides services to middle-market companies navigating their way through difficult business challenges. Prior to founding SCP in 2013, Mr. Perkins was a senior managing director and regional leader of a national consulting firm, where he was responsible for business development, marketing, staffing, and general management of the firm’s western region.