Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 30, 2022, NewAge, Inc. (the "Company") received written notice from The Nasdaq Stock Market LLC ("Nasdaq") indicating that as a result of the Company's August 30, 2022 filing for protection under Chapter 11 of the U.S. Bankruptcy Code (the "Filing"), a review of publicly available information, and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq determined that the Company's securities will be delisted from the Nasdaq Stock Market. Trading of the Company's common stock will be suspended at the opening of business on September 8, 2022, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

Nasdaq stated that its determination was based on the following factors:

? the Filing and associated public interest concerns raised by the Filing;

? concerns regarding the residual equity interest of the existing listed

securities holders; and

? concerns about the Company's ability to sustain compliance with all

requirements for continued listing on The Nasdaq Stock Market, in light of the

Company's current non-compliance with (i) Listing Rule 5550(a)(2) (the "Rule

5550(a)(2) Noncompliance"), which sets forth the minimum bid price requirement

for continued listing on the Nasdaq Capital Market, and (ii) Listing Rule

5250(c)(1) (the "Rule 5250(c)(1) Noncompliance") as a result of the Company's

delinquent Annual Report on Form 10-K for the fiscal year ended December 31,

2021 and delinquent Quarterly Reports on Form 10-Q for the three-month periods

ended March 31, 2022 and June 30, 2022.

Prior correspondence with Nasdaq regarding the Rule 5550(a)(2) Noncompliance is discussed further in the Company's Current Report on Form 8-K filed with the SEC on February 25, 2022, and prior correspondence with Nasdaq regarding the Rule 5250(c)(1) Noncompliance is discussed further in the Company's Current Reports on Form 8-K filed with the SEC on April 4, 2022, May 17, 2022 and August 18, 2022.

The Company does not currently expect to appeal Nasdaq's determination to delist the Company's common stock.

The Company cautions that trading in the Company's common stock during the pendency of the Filing is highly speculative and poses substantial risks. Trading prices for the Company's common stock bear little or no relationship to the actual recovery, if any, by holders of the Company's common stock in the Chapter 11 case.

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