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): January 7, 2020

 

New Age Beverages Corporation

 

(Exact name of registrant as specified in its charter)

 

Washington   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) 566-3066
(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 Officers.

 

On January 7, 2020, Alicia Syrett was appointed as a director of New Age Beverages Corporation (the “Company”). Ms. Syrett will serve as a member of the Audit Committee and the Compensation Committee.

Ms. Alicia Syrett, age 42, has over 20 years of investment and financial management experience. She is the founder and CEO of Pantegrion Capital, a private investment firm, and has served as its Chief Executive Officer since 2011. Prior to forming Pantegrion Capital, from 2008 until 2011 Ms. Syrett was the Chief Administrative Officer for Mount Kellett, a multi-billion-dollar investment firm. From 2002 until 2008, she worked for HBK Investments and Farallon Capital, a multi-billion-dollar hedge fund where she was also the Chief Administrative Officer. She began her career at Donaldson, Lufkin and Jenrette. Ms. Syrett holds an MBA from both Columbia Business School and the London Business School and holds a bachelor’s degree in economics from the Wharton School at the University of Pennsylvania. Ms. Syrett is an accomplished author and media personality with multiple appearances on major network and cable news and financial programs.

 

The Company’s Board of Directors (the “Board”) has determined that Ms. Syrett is an independent director within the meaning of NASDAQ Rule 5605. Ms. Syrett qualifies to serve on the Board because of her extensive investment and financial management experience.

 

Ms. Syrett will receive compensation for her services on the Board and committees in the form of cash retainers and fees and equity awards, all as described under the caption “Director Compensation” of the Company’s proxy statement that was filed with the Securities and Exchange Commission on April 16, 2019, or as otherwise determined by the Board.

 

Ms. Syrett does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Ms. Syrett and any other persons pursuant to which she was selected as a director, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On January 7, 2020, the Company issued a press release announcing Ms. Syrett’s appointment as a director on the Board. A copy of the press release is furnished as Exhibit 99.1 of this report.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Number   Description
     
99.1   Press Release issued on January 7, 2020.

 

     
 

 

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.

 

  NEW AGE BEVERAGES CORPORATION
   
Date: January 7, 2020 By: /s/ Gregory A Gould
   

Gregory A. Gould

Chief Financial Officer

 

     
 

 

 

Exhibit 99.1

 

 

NEWAGE ANNOUNCES NEW MEMBER, ALICIA SYRETT, TO ITS BOARD OF DIRECTORS

 

DENVER, COLORADO, January 7, 2020 - NewAge Beverages Corporation (NASDAQ: NBEV), the Colorado-based healthy products company, today announced that Alicia Syrett has joined New Age as a newly appointed member of the Board of Directors effective January 6, 2020. Ms. Syrett intends to stand for election to the NewAge Board of Directors at its annual meeting to be held in May 2020.

 

Ms. Syrett brings more than 20 years of investment management experience to the NewAge Board and is currently the Chief Executive Officer of Pantegrion Capital, an investment management firm she founded in 2011. She is an accomplished author, speaker, and regular media personality on major cable and network news and financial programs.

 

Prior to Pantegrion, Ms. Syrett was the Chief Administrative Officer and Managing Director of Mount Kellett, a multi-billion dollar investment firm that was acquired by Fortress Investment Group. Between the years of 2002 and 2008 she served as a Director at HBK investments and as Chief Administrative Officer at Farallon Capital, one of the largest, multi-billion dollar hedge funds. She began her career at Donaldson, Lufkin, & Jenrette in Investment Banking. Ms. Syrett currently serves on the boards of the New York Tech Alliance and Enerknol, an innovative energy policy and data analytics company.

 

She earned a Master in Business Administration, graduating with distinction, from both the Columbia Business School and the London Business School, and holds a Bachelor of Science in Economics from the Wharton School at The University of Pennsylvania.

 

“Alicia’s significant expertise in both investment management and human resources will be extremely beneficial to the Company, and highly complementary to the backgrounds of the other Board Directors,” commented Brent Willis, Chief Executive of NewAge. “Her depth of media experience will be a tremendous asset to our board as we work to improve our media approach, strengthen our brand and improve our story for investors to better understand the power and potential of the Company. We are thrilled for her to join us in our mission to inspire and educate the planet to “Live Healthy.”

 

     
 

 

Commenting on her joining NewAge, Syrett stated: “I’m excited to join the incredible team at New Age and bring significant value to the Company, helping support them in their purpose, and drive further value for NewAge’s shareholders as we continue to communicate the Company’s potential and execute on our initiatives. NewAge’s management has developed a powerful global operation and an outstanding portfolio of healthy products over the last three years and I look forward to helping further position the Company for transformative growth and significant value creation in the near and long term.”

 

Ms. Syrett will serve on the Audit and Compensation committees of the Board.

 

About New Age Beverages Corporation (NASDAQ: NBEV)

 

NewAge is a Colorado-based healthy products company dedicated to inspiring and educating consumers to “live healthy.” The Company is the only omni-channel company with access to traditional retail, e-commerce, direct-to-consumer, and medical channels across 60 countries around the world. NewAge is also the only one-stop-shop of healthy beverages and includes the brands Nestea, Illy Coffee, Volvic, Evian, Tahitian Noni, TeMana, Búcha Live Kombucha, Marley, and others. New Age competes in the growth segments of the >$1 trillion-dollar non-alcoholic beverage industry and has become one of the largest non-alcoholic healthy beverage companies in the world.

 

The Company operates the websites www.newagebev.com, www.newagebev.us, www.morinda.com, www.bwrgroup.com, www.mybucha.com, www.xingtea.com, www.drinkmarley.com, www.nhancedcbd.com, and www.cocolibre.com.

 

New Age has exclusively partnered with the world’s 5th largest water charity, WATERisLIFE, to end the world water crisis with the most innovative technologies available. Donate at WATERisLIFE.com to help us #EnditToday.

 

 

Safe Harbor Disclosure

 

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statement reflecting management’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company including statements regarding New Age Beverage’s expectation to see continued growth. The forward-looking statements are based on the assumption that operating performance and results will continue in line with historical results. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Forward-looking statements, specifically those concerning future performance are subject to certain risks and uncertainties, and actual results may differ materially. New Age Beverages competes in a rapidly growing and transforming industry, and other factors disclosed in the Company’s filings with the Securities and Exchange Commission might affect the Company’s operations. Unless required by applicable law, NBEV undertakes no obligation to update or revise any forward-looking statements.

 

For investor inquiries about New Age Beverages Corporation please contact:

 

Media:

 

Desiree Rosa, MULTIPLY

Tel: 1-646-499-3306

NewAgeBev@wearemultip.ly

 

Investor Relations Counsel:

 

John Mills/Scott Van Winkle

ICR – Strategic Communications and Advisory

Tel: 1-646-277-1254/617-956-6737

newage@icrinc.com

 

New Age Beverages Corporation:

 

Gregory A. Gould

Chief Financial Officer

Tel: 1-303-566-3030

Greg_Gould@NewAge.com