Item 5.02 Departure of Directors or Principal Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers.
On July 1, 2022, Kevin Manion resigned from his position as Chief Financial
Officer of NewAge, Inc. (the "Company"). In connection with his resignation, the
Company and Mr. Manion entered into a Separation Agreement and General Release
of Claims (the "Separation Agreement") providing for the payment to Mr. Manion
of $350,000 payable in 36 equal weekly payments, as well as the transfer of
ownership to Mr. Manion of the car that the Company had provided to him during
his employment. The Separation Agreement also contains a standard release of
claims on the part of Mr. Manion. Mr. Manion's decision to resign is due to
personal reasons and he has not expressed any disagreement with the Company on
any matters relating to the Company's operations, financial statements, internal
controls, policies, or practices.
Effective July 1, 2022, Lawrence Perkins, the Company's Chief Restructuring
Officer ("CRO"), began performing the functions of the principal financial
officer of the Company on an interim basis. On April 26, 2022, the Company
engaged SierraConstellation Partners LLC ("SCP") to make Mr. Perkins available
to serve as the Company's CRO and to otherwise advise the Company with respect
to, among other things, assistance with the preparation of financial
information, stakeholder communication and evaluation of cash flow generation
capabilities in anticipation of the Company's strategic review process. Mr.
Perkins, age 44, has served as CRO since April 26, 2022 and has more than 20
years of management consulting and advisory experience with companies undergoing
transition. Mr. Perkins is the founder and Chief Executive Officer of SCP, a
national interim management and advisory firm that provides services to
middle-market companies navigating their way through difficult business
challenges. Prior to founding SCP in 2013, Mr. Perkins was a senior managing
director and regional leader of a national consulting firm, where he was
responsible for business development, marketing, staffing, and general
management of the firm's western region.
Mr. Perkins and the Company did not enter into, and do not anticipate entering
into, any compensatory arrangements in connection with his performance as the
Company's principal financial officer or his appointment as CRO that are in
addition to any fees paid to SCP in connection with its services provided to the
Company.
Other than as described above, there are no arrangements or understandings
between Mr. Perkins and any other person pursuant to which he was appointed to
serve as principal financial officer of the Company, and Mr. Perkins does not
have a direct or indirect material interest in any "related party" transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no
family relationships between Mr. Perkins and any director or executive officer
of the Company.
Item 7.01 Regulation FD Disclosure.
On July 8, 2022, the Company issued a press release announcing Mr. Manion's
resignation as Chief Financial Officer and Mr. Perkins' assumption of the role
of principal financial officer on an interim basis. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by
reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release dated July 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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NEWAGE, INC. 
