NewAge Announces $58 Million Private Placement
16 February 2021 - 11:05PM
NewAge, Inc. (Nasdaq: NBEV), the Colorado-based
social selling and distribution company with a global network of
independent brand partners and distributors today announced that it
has entered into a definitive agreement with investors to purchase
14.6 million shares of common stock in a private placement priced
at-the-market under Nasdaq rules. The purchase price for the shares
of common stock is $3.96.
The gross proceeds from the private placement
are expected to be $58 million before deducting placement
agent fees and other estimated offering expenses. As part of the
private placement, investors will receive warrants to purchase up
to 7.3 million additional shares at $5.00 per share, a 28% premium
to the most recent closing price.
The private placement is expected to close on or
about February 18, 2021, subject to the satisfaction of
customary closing conditions.
The securities offered in the private placement
have not been registered under the Securities Act of 1933, as
amended, or applicable under state securities laws. Accordingly,
the securities may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws. As part
of the transaction, the Company has agreed to file a resale
registration statement on Form S-3 with the Securities and Exchange
Commission within 30 days of the closing to register the resale of
the shares of common stock issued in the private placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
Roth Capital Partners is acting as the exclusive
placement agent for the offering.
About NewAge, Inc. NewAge is a
purpose-driven firm intending to become the world’s leading social
selling and distribution company. Colorado-based NewAge
commercializes a portfolio of organic and healthy products
worldwide through primarily a direct route-to-market system. The
company competes in three major category platforms including health
and wellness, healthy appearance, and nutritional performance, and
leads a network of more than 400,000 exclusive independent
distributors and brand partners around the world.
The Company operates the
websites NewAge.com, Noninewage.com, Ariix.com and a
number of other individual brand websites.
Safe Harbor Disclosure
This press release contains forward-looking
statements that are made under 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 expectations regarding future results of operations,
economic performance, financial condition, the acquisition of
ARIIX, statements about the benefit of the ARIIX transaction, the
combined financial expectations of NewAge and ARIIX, and the extent
and duration of COVID-19 on its business. 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 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. NewAge competes in a rapidly growing and
transforming industry, and risk factors, including those disclosed
in the Company's filings with the Securities and Exchange
Commission, might affect the Company's operations. Unless required
by applicable law, the Company undertakes no obligation to update
or revise any forward-looking statements.
For investor inquiries
about NewAge please contact:
NewAge Investor
Relations:Riley TimmerVice President, Investor
RelationsTel: 1-801-870-8685Riley_Timmer@NewAge.com
Investor Relations Counsel:John
Mills / Reed AndersonICR – Strategic Communications and
AdvisoryTel: 1-646-277-1254/1-646-277-1260NewAge@icrinc.com
NewAge Inc:Brent D.
WillisChief Executive OfficerTel:
1-303-566-3031Brent_Willis@NewAge.com
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