UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02. | Results of Operations and Financial Condition. |
On January 10, 2022, NewAge, Inc. (the “Company”) issued a press release regarding its preliminary financial results for the three months ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1. The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 10, 2022, the board of directors (the “Board”) of the Company and Brent Willis, Chief Executive Officer, agreed that Mr. Willis will resign as Chief Executive Officer, Director, and employee of the Company, effective immediately. The Company and Mr. Willis will determine the terms of his departure at a future date.
The Company intends to begin a search for a new Chief Executive Officer promptly. No replacement has been appointed to serve as the Company’s principal executive officer during the transition period. The Company expects that, during this period, the Company’s Board will make all principal executive officer-level determinations and Ed Brennan, the independent Chairman of the Board, will provide additional guidance and direction to the senior management team on behalf of the Board during this period.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 6, 2022, the Board amended the Company’s bylaws to permit special meetings of the Board to be held on less than 48 hours’ notice by the Chair if a majority of the entire Board at the special meeting ratifies the notice of such special meeting. A copy of the amendment to the bylaws is filed as Exhibit 3.1.
| Item 7.01 | Regulation FD Disclosure. |
On January 10, 2022, the Company announced that its Chief Financial Officer Kevin Manion will participate in the 2022 ICR Conference. The Company’s virtual presentation is scheduled for 11:30 a.m. (ET) on Tuesday, January 11, 2022.
The presentation can be accessed at https://wsw.com/webcast/icr7/register.aspx?conf=icr7&page=nbev&url=https://wsw.com/webcast/icr7/nbev/1596967 and on the Conference Calls page of the Company’s Investor Relations website at https://newagegroup.com/investors. A copy of the press release is furnished as Exhibit 99.2.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to the Company’s Bylaws | |
| 99.1 | Press Release dated January 10, 2022 regarding Preliminary Financial Results | |
| 99.2 | Press Release dated January 10, 2022 regarding ICR Conference | |
| 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: January 10, 2022 | By: | /s/ Kevin Manion |
Kevin Manion Chief Financial Officer | ||