Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On August 8, 2022, NewAge, Inc. (the "Company") 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.
The Company is in discussions with the Lender in connection with the Company's
efforts to procure additional financing. On August 9, 2022, the Company sent a
letter to the Lender requesting the Lender to provide a payoff letter with
customary lien release and termination provisions.
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NEWAGE, INC.