Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 12, 2022, NewAge, Inc. (the "Company") received an additional
delinquency notification letter dated August 11, 2022 (the "August Letter") from
the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
notifying the Company that due to the delay in filing the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022 (the "June 30 Form
10-Q"), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)
(the "Rule"), which requires listed companies to timely file all periodic
financial reports with the Securities and Exchange Commission (the "SEC").
As previously reported, the Company received letters from Nasdaq on April 1,
2022 and May 12, 2022 (the "Prior Letters") 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 31 Form 10-Q"),
respectively.
In response to the Prior Letters, 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 Letter, the Company must submit an update
to its original compliance plan to Nasdaq by August 26, 2022.
Item 7.01 Regulation FD Disclosure.
On August 18, 2022, the Company issued a press release announcing the Company's
receipt of the August Letter. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in any such
filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
based on management's beliefs and assumptions and on information currently
available to the Company's management. Forward-looking statements include
statements regarding the Company's expectations regarding the submission of an
update to the compliance plan to Nasdaq and the Company's ability to file the
Form 10-K, the March 31 Form 10-Q and the June 30 Form 10-Q with the SEC.
Forward-looking statements include statements that are not historical facts and
can be identified by terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict," "project," "seek,"
"should," "will," "would" or similar expressions and the negatives of those
terms. The Company's actual results and the timing of events could materially
differ from those anticipated in such forward-looking statements as a result of
certain risks and uncertainties including those described in more detail in the
Company's most recent Annual Report on Form 10-K and other documents on file
with the SEC, each of which can be found on the SEC's website, www.sec.gov, or
the investor relations portion of the Company's website,
investors.newagegroup.com. Except as required by law, the Company assumes no
obligation to update these forward-looking statements, or to update the reasons
actual results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes available in the
future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated August 18, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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NEWAGE, INC. 
