new age beverages corporation nbev - collagen crystal facial mask how to use-NOX BELLCOW-img
English

 A manufacturing enterprise professed in the reaearch & development design,and manufacturing of cosmetics ODM.

new age beverages corporation (nbev) - collagen crystal facial mask how to use

by:NOX BELLCOW     2019-12-19
new age beverages corporation (nbev)  -  collagen crystal facial mask how to use
Rule 424 (b)(5)RegistrationNo. 333-
230755 supplementary prospectus (
Prospectus of April 19, 2019)
The $100,000,000 ordinary share capital prospectus supplement relates to the issuance and sale of new era beaveragescorporation common stock up to $100,000,000 through our sales agent, RothCapital Partners, LLC from time to time, "sales agency.
"These sales, if any, will be made in accordance with the terms of the At markesales sales agreement or sales agreement between us and the sales agent.
Our common shares are traded in the name of "NBEV" on the Nasdaq Capital Market (nasnasdaq.
On April 29, 2019, our common stock closing price on Nasdaq was $5. 47 pershare.
Sale of shares of our common stock in accordance with the supplementary terms of this prospectus, if any, may be made by any method deemed to be rule 415 under "marketing" as defined in securities law 19 33, or the securities law.
The sales agent does not need to sell any securities of a specific quantity or amount.
The sales agent agrees to use the business reasonable efforts consistent with its normal trade and sales practices in accordance with the terms agreed between the sales agent and US.
No arrangements have been received for funds in any hosting, trust or similar arrangement.
According to the terms of the sales agreement, the sales agent will be entitled to a Commission equivalent to 3% of the total sales price of this issue of shares, up to $30 million, 2.
The total sales of shares issued this time totaled 5%, more than $30 million.
We will use the net income of any salesperson under the supplementary terms of this prospectus, as described in "use of proceeds.
"The amount of proceeds we receive from the sale of common stock, if any, will depend on the number of shares actually sold and the issue price of those shares.
In connection with the sale of common stock on our behalf, RothCapital Partners, LLC will be treated as underwriters in the sense of the Securities Act, and compensation as an insurance agent will be treated as underwriting commissions or discounts.
We agree to provide compensation and contribution to sales agents in relation to certain liability, including those under the Securities Act.
It is very risky to invest in our securities.
You should read carefully and consider the references under "Risk Factors" starting from the S-Page
7 copies of this prospectus, and the risk factors included in other documents included in the references.
Neither the Securities and Exchange Commission nor any National Securities Commission has approved or not approved these securities, nor has it been determined whether this prospectus is true or complete.
Any statement to the contrary is a criminal act.
The supplementary information of this prospectus is dated April 30, 2019. The content table of the supplementary information of this prospectus-
Summary of 3 prospectus-4RISKFACTORSS-
6 strikers
View statement-
Using process ss-7DILUTIONS-
7 Distribution plan-8LEGALMATTERSS-9EXPERTSS-
You can find more information there.
9 References merge certain files-
9 attached prospectus for this prospectus
Looking for statements about New Age Drinks 1 procedure description about general stock 6 description about preferred stock 7 description about Plan 12 more information about this prospectus can be found by reference 12 12 about or SEC, the registration process using "shelves" consists of two parts.
The first part is a supplement to the prospectus, including the documents cited in this prospectus, which describe the specific terms of this issue.
The second part, the prospectus of the company, including the documents mentioned in it, provides more general information.
In general, when we look at the prospectus only, we are referring to two parts of this document.
Before you invest, you should carefully read the Appendix to this prospectus, the attached prospectus, all information incorporated by reference here and therein, and the title "where you can find more
"These documents contain information that you should consider carefully when deciding whether to invest in our common stock.
This prospectus supplement may supplement, update or change the information contained in the enclosed prospectus.
If there is a conflict between the information contained in this prospectus and the accompanying prospectus, you should rely on the information contained in this prospectus. one of the documents is inconsistent with the statement with a later date in another document, and the statement with a later date in the document modifies or replaces the previous statement.
Any statement so amended will be treated as part of this prospectus and only in the event of such modification, any statement so substituted will be deemed not to constitute part of this prospectus.
You should only rely on the information contained in this prospectus, the enclosed prospectus, this agreement or any of the documents referenced therein, or any free of charge that we provide to you in connection with this issue
Neither we nor the sales agent authorize anyone to provide you with any different information.
We are not responsible for the reliability of any other information that others may provide to you, nor can we provide any guarantee.
The information contained in this prospectus supplement, the company prospectus and the documents incorporated in the above references is accurate only on the date of submission of such information.
Since then, there may be changes in our business, financial position, operating results and prospects.
This prospectus supplement and the accompanying prospectus do not constitute an offer for sale or tender offer to purchase any securities other than shares of common stock in connection with it, this prospectus supplement and the company prospectus also do not constitute an offer to sell or request for the purchase of securities in any jurisdiction to any person, and it is illegal to make such an offer or request in that jurisdiction.
Securities provided in accordance with the registration statement covered by the supplementary provisions of this Prospectus can only be provided and sold if the initial effective date of the registration statement is not more than three years from April 19, 2019, this period is extended in accordance with the applicable SECrules.
We note that the statements, warranties and covenants made by us in any agreement submitted to any document referred to in this agreement as an attachment are for the benefit of the parties to such agreement only, in some cases, including for the purpose of assigning risks between the parties to such an agreement, it should not be considered as a statement, guarantee or deed to you.
In addition, such statements, warranties or covenants are accurate only from the date of making.
Thus, such statements, guarantees and covenants should not accurately represent the current state of ouraffairs.
Unless otherwise required by the context, the "we", "New Age beverage" or "Company" mentioned in this prospectus means that the New Age beverage company, the Washington company, on the basis of the merger, all of them
Own subsidiaries if applicable. S-
3 prospectus supplementary summary the following is a summary of selected information that is included elsewhere or merged by reference.
It does not contain all the information you should consider before purchasing our securities.
You should read this prospectus in full, including the information contained in the references.
We're Colorado and Utah-
Headquartered in health drinks and daily necessities, committed to the development and commercialisation of organic, natural and other better productsfor-
Enjoy healthy drinks, liquid dietary supplements, and other healthy lifestyle products.
As a leading company, we compete in the growth area of the healthy beverage industry --stop-
Purchase suppliers for major retailers and distributors.
We are also one of the few competitors to commercialize our business through multiple channels, including traditional retail, e-commerce
Direct business and medical channels for consumers.
We sell a whole set of ready-made products. to-Drink better-for-
Youbeverages include competitive products in the fields of CommScope tea, coffee, functional water, relaxing drinks, energy drinks, hydrating drinks and functional medical drinks.
We also provide liquid dietary supplement products directly, including TahitianNoni juiceto-
Consumer model using independent product Consultants (“IPCs”).
We differentiate our brand by functional performance features and components and offer organic and natural products, not high
Fruit Portuguese syrup, no genetically modified organisms, no preservatives, only natural spices, fruits and ingredients.
According to the annual ranking of beverageindustry magazine, we are one of the largest health beverage companies in the world and one of the fastest growing beverage companies.
Our goal is to be the world's leading health beverage company, providing consumers with leading brands, leading growth for retailers and distributors, and leading return on investment for shareholders.
Our target market is health.
Conscious consumers, who are increasingly interested in what is included in their diet, receive better education, leading them to shift from non-alcoholic beverage options such as carbonated soft drinks or other high-alcoholic beverages --
Drinks with calories and drinks to choose from.
We believe that consumer awareness of the benefits of a healthier life and the availability of healthier beverages is accelerating rapidly worldwide and we are taking advantage of this shift.
Company information the company was established under Law 2010 of Washington state under the name American Brewing Company(
"American brewing ").
In April 1, 2015, the US Brewing Company acquired the assets of B & RLiquid Adventure, including the brand B. chalivekombucha.
We are a craft brewery before buying B. chalive Kombuchabrand and business.
In April2016, the new management took on the day-to-day operations of the business and began to implement a new vision for the company.
At May2016, we changed our name to B. cha, Inc. (“Búcha”)
And then in June 30, we acquired the combined assets of "Xing", including Xing drinks, LLC, New Age drinks, LLC, Aspen pure, LLC and New Age properties.
We then closed all of the California businesses where bcha is located, moved the company's operations headquarters to Denver, Colorado, and changed our name to New Age drinks.
In October 2015, we sold American beers, including their beer and related assets, specializing in healthy drinks.
We went public on the NASDAQ Capital Market in 2017.
At march207, we acquired the assets of the Maverick brand, including their brand Coco-Libre.
In June 2017, we acquired the assets of PremierMicronutrient Corporation (“PMC”)
Also completed the acquisition of Marley Beverage Company (“Marley”)
Including all brand licensing rights of the Marley brand ready to drink drinks.
In December 21, 2018, we completed the business merger with Morinda, which made Morinda a wholly owned subsidiary.
Our subsidiary.
Morindais, Utah
Headquartered in healthy lifestyle and beaveragecom, founded in 1996, operates in more than 60 countries around the world and operates on Tahiti Island, USAS.
China, Japan and Germany.
We believe that Morinda is the first company to produce and sell products extracted from noni plants, an antioxidant
We believe that abundant natural resources are found in polynesia, France.
The person who consumes or uses.
Mainly direct-to-consumer and e-
Teccebusiness has partnered with ipcsworld, a global contractor with more than 300,000 independent contractors.
More than 70% of the company's business comes from major Asia-Pacific markets such as Japan, China, South Korea, Taiwan and Indonesia.
The combination with Morinda offers a range of healthy drinks, including a wide range
Channel penetration of traditional retail and e-commerce
Business, and-
Home, hybridroute-to-
Directly across the marketstore-delivery (DSD)
Wholesale and direct sales-to-consumer.
We have four at the moment.
Subsidiary: NABC, Inc.
, NABCProperties, LLC (
"NABC property ")
New age health science and Molinda. NABC, Inc.
Our Colorado.
Headquartered in the operating company, integrate the performance and financial results of our department.
NABC property management New era buildings, physical properties and warehouses.
New Age Health Sciences include all of our patents and operational performance across medical and hospital channels. Utah-
Based in Belinda, we are provided with an additional directto-
Consumer sales channels and channels in major international markets.
Our main executive office is located at 1700 E.
68 thAvenue, Denver, CO 80229, our phone number is (303)289-8655.
The address of our company website isnewagebev. com.
Information contained, connected or accessible through our website is not part of this prospectus.
We have used our website address as an inactive text reference only, not as an active hyperlink. S-
The following summary is provided with basic information about our common stock and products and is not intended to be completed.
It doesn't contain all the information that might be important to you.
In order to have a more comprehensive understanding of our common stock, you should read the section entitled "Description of common stock" in the enclosed prospectus.
IssuerNew age's common stock offers a total offering price of $100,000,000 for our common stock.
From time to time, through our sales agent, Roth Capital Partners, LLC, the way to provide "market sale.
See "distribution plan" at the beginning of the S-Page"
Article 9 of this prospectus
Outstanding ordinary shares after this issuance (1)
Up to 674,278 shares.
The actual number of shares issued will change depending on the sales price of this issue.
The risk factor investment of our common stock involves a large amount of risk.
You should carefully read the "risk factors" contained and referenced in this prospectus, including the risk factors referenced in our submission to theSEC.
The common symbol of NASDAQ stock trading we intend to use the net income (if any) of this issue for general company purposes, including general working capital.
See "Use of benefits" at the beginning of the S-Page"
8 copies of this prospectus(1)
The ordinary shares issued after the issuance are based on the 75,392,742 ordinary shares issued as of April 29, 2019, and the 18,281,536 ordinary shares issued at the hypothetical issue price of $5.
The latest reported sales price of our common stock on Nasdaq on the 29 th of 47, 4 months per share, excluding (i)
About 2,759,000 shares of our common stock are used as the basis for unissued stock options, with a weighted average exercise price of $3.
06/copy, and (ii)
Our common stock has approximately 1,227,000 shares as the basis for the restricted stock award, with a weighted average grant Day fair value of $4. 63 pershare. S-
5 risk factors before making an investment decision, you should carefully consider the risks described below and discuss them in the section entitled "risk factors" in our recent annual report on form 10
K, as well as the risks, uncertainties and additional information presented in our SEC report on Form 10K, 10-Q and8-
K and other documents cited in this prospectus, which are updated by the documents that we subsequently submit under the Securities Trading Act or the trading act, as amended in 1934.
Our business, financial position or results of our operations may be adversely affected by any of these risks.
Due to these risks, the transaction price of our common stock may drop and you may lose all or part of your investment.
Risks associated with this offer you will experience dilution due to this offer and may experience additional dilution in the future.
Because the price per share of our common stock may be higher than the book value per share of our common stock, you may suffer substantial dilution in the net tangible book value of the common stock purchased in this issue.
Please see the section below entitled "dilution" for a more detailed discussion of the dilution you will generate if you purchase common stock in this offering.
Besides, we have many excellent choices.
If the holders of these securities exercise them or are given them where applicable, you may incur further dilution.
Management will have extensive discretion on the use of the proceedings for this issue and shall not use the proceedings effectively.
Because we do not specify that the net proceeds of this offering are used for any specific purpose, our management will have extensive discretion on the application of the net procedures for this offering, and it can be used for other purposes at the time of release.
Our management may use the net income for corporate purposes that may not improve our financial position or market value.
The sale of a large number of common shares in the future, or the possibility that such sale may occur, may adversely affect the market price of our common shares.
In this issue, we may issue up to $100,000,000 of common stock from time to time.
From time to time, the issuance of shares of this issue, and our ability to issue such shares in this issue, may reduce market prices or increase market price fluctuations in our common shares.
It is not possible to predict the actual number of shares we will sell under the sales agreement, nor the total revenue generated by these sales.
Subject to certain restrictions in the sales agreement and compliance with applicable laws, we have the right to send an announcement to the sales agent at any time for the entire duration of the sales agreement.
After the issuance of the placement notice, the number of shares sold through the sales agent will fluctuate according to some factors, including the market price of ordinary shares during the sales period, the restrictions we set with the sales agent in any applicable placement notice, as well as the demand for our common stock during the sale period.
Because during the sales period, the pricing share of each stock sold fluctuates, it is not currently possible to predict the number of shares we will sell or the total revenue we will receive related to these sales.
The common stock offered here will be sold in the "market issue" and investors who buy shares at different times may pay different prices.
Investors who buy this issue at different times will like different prices, so their investment results may experience different degrees of dilution and different results.
According to market demand, we will have the discretion to change the time, price and number of shares of this issue.
In addition, there is no minimum or maximum selling price for the shares issued this time.
Investors may experience a decline in the value of the shares they purchased in this offering, as the selling price is lower than the price they paid. S-
6 Special Notes on forwarding
This prospectus and the documents and information cited in this prospectus include forward-looking
View the statements within the meaning of Section 27A of the Securities Act and Section 21e of the Trading Act.
These statements are based on the beliefs and assumptions of our management and the information that our management currently has. Such forward-
Lookingstatements include statements that express plans, expectations, intentions, unforeseen circumstances, objectives, objectives or future developments and/or other historical fact statements that are not in this prospectus, nor is it a document and information of non-historical facts cited in this prospectus --
Look at the report.
In some cases, we may use terms such as "expectation", "belief", "possibility", "estimate", "expectation", "intention", "possibility, "Plan", "potential", "forecast", "project", "should", "will", "will" or similar expression of a project that conveys uncertainty about future events or results or no, to determine the future --
Look at the report. Forward-
Forward-looking statements are made on the basis of management's beliefs, estimates and opinions on the date of presentation, and we have no obligation to update forward
If these beliefs, estimates and opinions or other circumstances should be changed, unless changes may be required by applicable law.
Despite our belief, the expectations reflected in the future
We cannot guarantee future results, level of activity, performance or achievement.
The use of the procedure our proceeds from this offering will depend on the quantity of sale of our common stock and the market price of the sale.
There is no guarantee that we will be able to sell any shares or make full use of them in accordance with the sales agreement with the sales agent.
We intend to use the net proceeds of this issue for general corporate purposes, including general working capital.
Although we do not have a plan at the moment, we may use part of the net income to acquire or invest in businesses and products that complement our own business and products, as of the date of this prospectus, commitment or agreement relating to any acquisition.
We can temporarily invest in net income in the short term. term, interest-
Beading instruments or other investments-
Grade Securities.
We have not yet determined the amount of net income specifically used for such purposes.
Management will therefore retain broad disagreement over the distribution of net income.
Dilution if you buy stock in this issue, your ownership interest will be diluted to the public offer per share and-
Adjusted net tangible book value pershare after this release.
In December 31, 2018, the net tangible book value of our common stock was about $54.
6 million, about $0.
According to the calculation of about 75,067,000 issued shares, 73 ordinary shares per share.
We calculate the net tangible book value per share by dividing the net tangible book value by the number of outstanding shares of our common stock, that is, tangible assets minus total liabilities.
After the sale of common stock under this prospectus, the total amount is $100 million, assuming that the price of all shares provided under this agreement is $5.
$47 per share, the last sale price of our common stock announced on Nasdaq on April 29, 2019, after deducting the commission payable by US and the estimated total issue fee, as of December 31, 2018, our actual net book value is about $151.
8 million, or $1.
Common stock 63 per share.
This means an immediate increase of $0 in net tangible book value.
$90 per share to our existing shareholders and animated dilution of the net tangible book value of $3.
Investors are $84 per share.
The table below shows the dilution per share: the hypothetical public offering price of $5 per share.
As at December 31, 2018, net tangible book value per share was $0.
Increase in Net Tangible book value attributable to this offer per share. 90As-
The adjusted net tangible book value per share after this quotation is 1.
63 Diluted per share to buy new investors for $3. 84S-
The above discussion and form is based on approximately 75,067,000 ordinary shares issued as of December 31, 2018 and as of that date (i)
About 2,786,000 shares of our common stock are the basis for unissued stock options, with an average exercise price of $2.
84 per share, and (ii)
Approximately 229,000 shares of our common stock are used as the basis for the restricted stock award, with a weighted average grant date fair value of $4. 63 pershare.
If any outstanding options are exercised, we will issue new options in accordance with our equity compensation plan, or we will issue additional common stock in the future at a price lower than the public offering price, investors will dilute further.
We entered into a sales agreement with Roth Capital Partners, LLC dated April 30, 2019.
Under the terms of the sales agreement, we can offer and sell shares of common stock up to $100,000,000 from time to time through the sales agent.
The sale of shares of our common stock (if any) in accordance with this prospectus may be carried out in a negotiated transaction or as defined in Rule 415 of the Securities Act is deemed to be "at the time of market issuance"
We pay huge sales agency commission agentin services as our average stock Commission ratio is equivalent to 3% of the total sales price of the sale of shares in this issue up to $30 million, and 2.
The total sales of shares issued this time totaled 5%, more than $30 million.
The salesperson may sell to or through the dealer, and the dealer may receive compensation in the form of a discount, a concession or commission from the sales agent and/or the purchaser of the shares of common stock, the company may sell the principal for its agency or to it.
We estimate that excluding compensation and reimbursement payments to the sales agent under the sales agreement, the total cost of sales is approximately $75,000.
We also agree to reimburse the sales agent for the reasonable expenses and expenses of his lawyer in the amount of no more than $75,000.
Common stock sales settlement will take place on the second business day after any sales date, or on other dates on which we and the sales agent agree on a particular transaction, in exchange for orientation we pay netproceeds.
In custody, trust, or similar arrangements, no arrangements have been received for funding.
In connection with the sale of ordinary shares on our behalf, RothCapital Partners, LLC will be considered as underwriters in the sense of the Securities Act and compensation as a sales agent will be considered as underwriting commissions or discounts.
We agree to provide compensation and contributions to certain civil liability for RothCapital Partners, LLC, including those under the Securities Act.
The offer made under the sales agreement will be (1)
On April 30, 2020 ,(2)
Issue and sell all shares of our common stock in accordance with the sales agreement; and (3)
The termination of the sales agreement permitted therein.
The electronic format prospectus can be provided on the website maintained by the sales agent.
These sales agents and their affiliates have the potential to provide us and our affiliates with a variety of investment banking and other financial services in the past and in the future, for which it has received and may receive customary fees in the future
Without limiting the generality of the foregoing, Roth Capital Partners, LLC represented the underwriters in our public offering completed in August 2018 and November 2018, and we signed an-the-
On September 2018, a market distribution sales agreement was signed with RothCapital Partners, LLC, under-the-
The marketing work has been completed.
To the extent required by M regulations, the sales agent will not be involved in any market-making activities involving our common stock, and will be issued in accordance with the supplementary provisions of this prospectus.
A summary of the important terms of the sales agreement does not mean that it is a complete statement of its terms and conditions.
A copy of the sales agreement is submitted as an attachment to our current form 8 report
K, and quoted in this prospectus. S-
Legal Affairs will be handled for us by Sichenzia Ross FerenceLLP in New York.
Rose Capital Partners Ltd represented the product at Lowenstein SandlerLLP in New York.
As of December 31, 2018 and 2017, the experience of the New Age beverage company and its subsidiaries demonstrated the balance sheet and the associated consolidated statements of operational and integrated losses, GAAP benefits and subsequent annual cash flows, annual Report Form appearing in the New Age beverage company 10-
K for the year ended December 31, 2018 has been accepted by Accell Audit & Compliance, P. A.
An independently registered public accounting firm, as described in the report, is included in the report and incorporated into this report by reference.
The financial statements holding company
Subsidiaries as of December 31, 2017 and as of the year ended, refer to the report of the current form 8 for inclusion in this prospectus
K/A of New Age Beverages in March 1, 2019 has been audited by independent auditor Deloitte certified public accountants, as described in the report they cited in this report, and include reports that rely on the authority of these companies as accounting and auditing experts.
Such financial statements are incorporated into this agreement in accordance with the reports of each such company, which are given on the basis of their authority as an accounting and auditing specialist.
There you can find more information and we will submit annual, quarterly and special reports and other information to SEC.
Our SEC documents can be made available to the public via the Internet on the SEC website, which is part of the registration statement of form S-
We file with the SEC to register securities issued under the Securities Act.
This prospectus does not contain all the information contained in the registration statement, including certain exhibits and schedules.
You can get a presentation of the registration statement and registration statement from the SEC's website.
Reference person prospectus to include certain documents as part of the Registration Statement on Form S-
We submitted 3 documents to SEC.
This prospectus does not contain all the information specified in the registration statement and certain information is omitted under the rules and regulations of SEC.
For more information about the securities provided by us and this prospectus, we will introduce you to the registration statement and its attachments and schedules, which may be described in this article.
SECallows allows us to "quote" information in this prospectus.
This means that we can disclose to you important information about us and our financial position by submitting another document you submitted to SEC.
The information incorporated in the references is considered to be part of this prospectus.
This prospectus refers to the following documents we have previously submitted to theSEC: ● Our Annual Report on Form 10
K for the year ended December 31, 2018 was submitted to theSEC on April 1, 2019;
Our current report form 8-K or 8-
K/A submitted documents to SEC on January 17, 2019, February 25, 2019, March 1, 2019, April 2, 2019, April 11, 2019 and 2019;
● On April 16, we submitted to the SEC the declaration of definition agency of Schedule 14A;
And ● description of our common stock as specified in the Registration Statement on form 8-A (as amended)
Submitted to the SEC on February 13, 2017 (File No. 001-38014)
And any other amendments or reports submitted to update such descriptions.
We also cite in this prospectus all the documents that we submit to SEC under section 12th (a), 13(c), 14 or 15(d)
This prospectus terminates the Securities Act before the issuance of any securities.
Nothing in this prospectus shall be deemed to contain information provided but not filed with SEC (
Including, but not limited to, information provision under Item 2. 02 or Item 7. 01 of Form 8-
K, and any exhibits related to this information).
Any statement contained in or deemed to have been incorporated in this prospectus by reference shall be deemed to have been modified or replaced for the purpose of this prospectus if this agreement or applicable the statement contained in the prospectus supplement of or any other subsequent submission is also cited or considered to be consolidated by reference, modify or replace the statement.
Unless so modified or replaced, any statement so modified or replaced shall not be deemed to form part of this prospectus.
The information contained in this prospectus about us should be read in conjunction with the information contained in the references.
You can request any or all copies of these documents free of charge by writing or calling us at 1700 E.
68 thAvenue, Denver, Colorado 80229, telephone number (303)289-8655. S-
9 prospectus $200,000 New Age beverages general stock preferred stock warrantsunitswe may sell common stock from time to time at the price and time we will determine at each issue, A combination of preferred shares, warrants or these securities or units, with a total initial offering price of $200,000,000.
This prospectus describes the general way of providing our securities using this prospectus.
Each time we issue and sell securities, we provide you with a prospectus supplement that will contain specific information about the terms of the issue.
Any supplement to the prospectus may also add, update or change the information contained in this prospectus.
Before you purchase any securities provided in this prospectus, you should carefully read this prospectus and the applicable prospectus supplement and register or be deemed registered in this prospectus by reference
This prospectus shall not be used to provide and sell securities in the event of a supplement to the prospectus.
At present, our common shares are traded in the name of "NBEV" in the NASDAQ Capital Market.
"The last sale price of our common stock in April 4, 2019 was $4. 96 per share.
We will apply to list on the NASDAQ Capital Market any shares of common stock that we sell under this prospectus and any prospectus supplement.
The prospectus supplement will contain information about any other listing of the securities in the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus supplement (if applicable ).
These bonds provided in this prospectus involve a high level of risk.
See "Risk Factors" at the beginning of page 6, and the risk factors contained in the applicable prospectus.
Neither the Securities and Exchange Commission nor any National Securities Commission has approved or rejected these securities, nor has it been determined whether this prospectus is true or complete.
Any statement to the contrary is a criminal offence.
We can provide securities directly or through agents or through underwriters or dealers.
If any agent or underwriter is involved in the sale of the securities of its name and any applicable purchase price, fee, commission or discount arrangement between them, it will be prescribed, or it can be calculated from the information listed in the accompanying prospectus supplement.
We may sell securities through agents, underwriters or dealers, and only provide a prospectus supplement describing the methods and terms of issuance of such securities.
See "distribution plan ".
The date of this prospectus is April 19, 2019, regarding this prospectus regarding the forward.
View statement about New Age Drinks 1. description of common stock 6. description of preferred stock 7. description of warrants8 Unit 12. By Reference 12. you can find more
We do not authorize anyone to provide you with information that is different from the information contained or referenced in this prospectus.
If someone does provide you with information that is different from the information contained or referenced in this prospectus, you should not rely on it.
No distributor, salesperson or other person shall be entitled to provide any information not contained in this prospectus or to represent anything.
You should assume that the information contained in this prospectus or any prospectus is accurate only on the date on the front of the document, and any information that we include in any document incorporated by reference is only on the date the reference is incorporated into the document, regardless of the timing of this prospectus or any prospectus supplement or securities sale.
These documents are not an offer to sell or transfer the purchase of these securities in any event that the offer or solicitation is unlawful.
With respect to this prospectus, this prospectus is part of the registration statement that we submitted to the Securities and Exchange Commission (SEC) using the "shelf" registration process.
According to this stay registration procedure, we can sell any combination of the securities described in this prospectus in more products with a total proceeds of up to $200,000,000.
This prospectus describes the general manner in which this Prospectus may provide our securities.
Whenever we sell the securities, we provide a prospectus supplement that will contain specific information about the terms of the issue.
The prospectus supplement may also add, update or change the information contained in this prospectus or the documents referenced in this prospectus.
A prospectus supplement that contains specific information about the terms of the securities provided may also include a discussion of certain US companiesS.
Federal income tax consequences and any risk factors or other special considerations that apply to the debt.
If any statement made by us in the prospectus supplement is inconsistent with the statement in this prospectus or in the document referenced in this prospectus, you should rely on the information in the prospectus supplement.
Before purchasing any securities issued this time, you should carefully read this prospectus and any prospectus supplements and additional information described under "Where can you find more information.
Unless otherwise required by the context, mention "we", "New age drink" or "Company" in this prospectus for its full-
Subsidiaries, if applicable.
Warning statement on forwarding
Outlook statement this prospectus, including the documents we have incorporated by reference, contains the forward
The revised outlook statement in the sense of Article 27A of the Securities Law of 1933 (
Securities law)
And article 21E of the Securities Trading Act of 1934 as amended (
Trade Act). Such forward-
Forward-looking statements include statements expressing plans, expectations, intentions, unexpected circumstances, goals or future developments and/or other statements that are not historical facts. These forward-
Forward-looking statements are based on our current expectations and projections for future events, and they re-propose known and unknown risks and uncertainties that may lead to actual results and developments with these statements
In some cases, you can identify the forward
In terms of statements, such as "expected", "intended", "estimated", "planned", "believed", "sought", "possible", "should", "may" or these terms or the negation of other similar expressions.
Thus, these statements relate to estimates, assumptions, and uncertainties that may result in significant differences in actual results from the results expressed therein. Any forward-
By referring to the factors discussed in this prospectus, forward-looking statements are generally qualified.
You should read this prospectus and the documents we have mentioned here and therein and submit them as evidence of the Declaration of registration, which is part of the Declaration of registration and our understanding is, our actual results in the future may be completely different from what we expected.
You should assume that the information that appears in this prospectus is accurate on the date of the cover of this prospectus or the supplementary prospectus.
Because the above risk factors and the risk factors contained in the references may result in significant differences in actual results or results from results expressed in any forward --
From statements made by us or on our behalf, you should not rely too much on any forward-looking --
Look at the report.
Also, any forwarding
Forward-looking statements are made only at the beginning of the date and we are not obliged to update any information
Looking for a statement to reflect an event or situation after the date of the statement, or to reflect the occurrence of an accident, unless it may be required by law not to apply.
From time to time, new factors appear and we cannot predict which ones will appear.
In addition, we are unable to assess the impact of each factor on our business, nor to assess the extent to which any combination of factors or factors may result in significant differences in actual results from those contained in any forwarding
Look at the report.
We have conducted a qualification review of all the information provided in the prospectus, in particular our forward information
Look for statements through these warning statements.
We're a family in Colorado and Utah-
Headquartered in a healthy beverage and lifestyle company dedicated to the development and commercialisation of organic, natural and other better product portfoliosfor-
Healthy drinks, liquid dietary supplements and other healthy lifestyle products.
As a leading company, we compete in the growth of the beverage industry.
One-stop suppliers for major retailers and distributors.
We are also one of the few competitors to commercialize business in multiple channels including traditional retail and e-commerce.
Direct to consumers and medical channels.
Our market is a complete portfolio. to-Drink (“RTD”)better-for-
Your drinks include competitive products in the fields of kombucha, coffee, functional water, relaxing drinks, energy drinks, rehydrate drinks and functional medical drinks.
We also offer liquid dietary supplements, including tahidi NOI®Juice, through direct-to-
Consumer model using independent product Consultants (“IPCs”).
We differentiate our brand by functional performance features and components and offer 100% organic and natural products, not high
Portuguese syrup (“HFCS”)
No genetically modified organisms (“GMOs”)
No preservatives, only natural spices, fruits and ingredients.
Based on the beverage industry magazine annual rankings and markets, we are one of the largest health beverage companies in the world and one of the fastest growing beverage companies.
Our goal is to become the world's leading health beverage company, providing consumers with leading brands, leading growth for retailers and distributors, and leading return on investment for shareholders.
Our target market is to focus on healthy consumers who are more interested in what is included in their diet and receive better education, leading them to switch from less healthy options such as carbonated soft drinks or other high-calorie drinks to local beverage options.
We believe that consumers' awareness of the benefits of a healthier lifestyle and the supply of healthy drinks is accelerating rapidly worldwide, and we have resummed this shift.
The company information Company was established under the law of Washington state in 2010. the name is American Brewing Company. (
"American brewing ").
In 2015, the US beer company acquired the assets of B & RLiquid Adventure, including the brand búcha®Live CommScope tea
Get thebúcha before®We work in acraft brewery for the brand and enterprise of live red tea bacteria.
In April 2016, the new management took on the day-to-day operations of the business and began to implement a new vision for the company.
We changed our name to tobcha, Inc. in May 2016. (“Búcha”)
Then, onJune 2016, we acquired the combined assets of "Xing", including Xing drinks, LLC, New Age drinks, LLC, Aspen pure, LLC and New Age properties.
We then closed all of the California businesses where bcha is located, moved the company's operations headquarters to Denver, Colorado, and changed our name to New Age drinks.
InOctober 2015, we sell American beers, including their breweries and related assets, specializing in healthy beverages.
We went public on the NASDAQ Capital Market in 2017.
At march207, we acquired the assets of the Maverick brand, including their brand Coco-Libre.
In June 2017, we acquired the assets of PremierMicronutrient Corporation (“PMC”)
Also completed the acquisition of Marley Beverage Company (“Marley”)
Including all brand licensing rights of the Marley brand ready to drink drinks.
In 2018 months, we completed the business merger with Morinda, thus Morinda became a complete-
A subsidiary of the company.
Morindais, Utah
Headquartered in healthy lifestyle and beverages, founded in 1996, operates in more than 60 countries around the world and operates on Tahiti Island, USAS.
China, Japan and Germany.
Morinda is the first company to produce and sell products derived from noni plant, an antioxidant
We believe that abundant natural resources have been discovered in French borinian
People who consume or use it.
Mainly direct-to-consumer and e-
The business is working with IPCs, more than 300,000 independent contractors worldwide.
More than 70% of the company's business is generated in key Asia-Pacific markets such as Japan, China, South Korea, Taiwan and Indonesia.
Combination with Morinda offers a variety of healthy beverage combinations
Channel penetration of traditional retail and e-commerce
Business, and-
Family and mixed lines-to-
Direct Market-store-delivery (DSD)
Wholesale and direct sales-to-consumer.
We have four now.
Subsidiary: NABC, Inc.
, NABCProperties, LLC (
NABC properties ")
New Age Health Sciences and moinda. NABC, Inc.
Our Colorado.
Headquartered in the operating company, integrate the performance and financial results of our department.
NABC property management New era buildings, physical properties and warehouses.
New Age Health Sciences include all of our patents and operational performance across medical and hospital channels. Utah-
Based in Belinda, we are provided with an additional directto-
Consumer sales channels and channels in major international markets.
Our main executive office is located at 1700 E.
68 thAvenue, Denver, CO80229, our phone number is (303)-289-8655.
The website address of our company is www. newagebev. us.
Information contained, connected or accessible through our website is not part of this prospectus.
We only refer to our website address as an inactive text in this prospectus, not an active hyperlink.
The core business of major products is the development, marketing, sales and distribution of healthy liquid dietary supplements and ready-to-eat foodsto-Drink.
According to Euromonitor and Booz & company, the beverage industry earns more than $1 trillion a year, competing fiercely with three to four major billions of people
Dollar multinational companies that dominate the industry.
We compete by dividing our brand into healthier and betterfor-
Natural, organic and/or alternatives without artificial ingredients or sweeteners.
Our brands include Big Creek dinoli juice, TruAge, Xingcha, Aspen pure®Check, Marley. ®LiveKombucha, PediaAde, Coco Libre, BioShield, and "nhancedrecovery" all compete in the emerging dynamic growth segments of the beverage industry.
Morinda also offers a number of additional consumer products, including TeManaline for skin care and lip products, Nori collagen ingbleskin care products, health supplements and a range of essential oils.
Tahidi NOI juice and tahidi NOI juice®(TNJ)
It is the original super fruit liquid dietary supplement.
We believe that TNJ is derived from NOI fruit grown in French polynisia, which supports the immune system and provides excellent antioxidants that help clear harmful free radicals in the body and increase energy, supports the heart and allows a higher level of physical performance.
Both ancient traditions and modern research support the benefits of NOI.
With tahitenoni juice, moinda has attracted the attention of the world to Tahiti and French polynisia.
In just a few years, the Molinda mardenoni in French polynisia
Agricultural exports.
Morinda oversees every step of the process from the treeto bottle to ensure the highest quality.
True®MAX is a very powerful noni-
Based on liquid dietary supplements, contains more than 350 essential nutrients and phytonutrients from the world's top healthPromoting plant growth
Some of the ingredients in Max include Noi, corn cherry, grape, blueberry, red sour cherry, olive and cranberry.
These components are coordinated with the natural chemical reactions of the body and help balance the key chemicals that support the healthy functioning of the body system.
The company is currently developing Noni cannabinoids (“CBD”)
Products intended for domestic and international launch in 2019 are in line with the evolving laws and regulations related to CBD.
The company's vision is to become the world's leading high
Quality, research
CBD products in all categories.
The new product line will include CBD products, Noi CBD single
Used shoes, tnj cbd, Max CBD, and our TeMana skincare collection blend with CBD.
B ú cha live kombuchab ú cha®LiveKombucha (“Búcha”)is a USDA-
Certified organic, natural, non-GMO, non-
HFCS with more than 2 billion colony formation units, fermented black tea (“CFUs”)at batching.
B. cha is produced in a unique and proprietary manufacturing process, eliminating common vinegar flavors associated with many other Kombuchas and providing the product with 12-
Month hold period compared to typical 90-1
The shelf life of our competitor products.
This production process has made Bucha one of the first shelves in the world. stable (
Need Norway)
Kombuchas leads to consistency and stability without affecting efficacy, without the risk of secondary fermentation, secondary alcohol production, incremental sugar production or over-productioncarbonation.
MarleyNewAge has permanent licensing rights for Marley brand ofRTD drinks and provides Marley estate with annual licensing fees as a percentage of sales.
The new era's Marley portfolio spans CBD, yerba mate, relaxing tea and RTD coffee.
The Bob Marley brand itself is a globally relevant lifestyle brand with elite social media and over 72 million Facebook fans and loyal Marley fans.
In 2019, the New Era announced plans to commercialize the RTDCBD line --
Drinks in the United States
S. and international markets under changing laws and regulatory restrictions.
We are ready, positioned and determined to be the leader of a commercial bank
Beverage market.
The new era plans to create a complete CBD beverage portfolio under the Malley brand, starting with the initial launch of mellow mood CBD and Malley CBD photos.
InJanuary 2019, New Age has entered into a license agreement with docklight llc to facilitate the United StatesS.
Distribution of these Malley CBD
Inject drinks.
Mary's partner®Isa caffeine-containing RTD tea, as a clean energy alternative to coffee or traditional energy drinks, has the same lifting effect, but does not have any crashes or negative stigma associated with energy drinks.
Marley Mette of the US Department of Agriculture
Certified Organic, clean label is one of the lowest sugar, calories and carbohydrates on the market.
It quickly became a national brand in new and growing categories, and since its launch it has achieved outstanding early success in the initial market, surpassing in every initial market
Mary cold beer coffee®Is a healthier alternative to other cold beer brands, sugar is 50% lower than most brands in the field, and calories are less than other major cold beers.
The Malley cold brewed mixed coffee is brewed with authentic Jamaican coffee, with a preferred flavor of low acidity and no bitterness.
With 18-
Marley Cold month has developed a strong presence in the environmental drinks section, in the dedicated off-the-
Wooden display in refrigerator and refrigerator.
Marley also offers a drop of RTD Frappuccinomade with premium Jamaican Blue Mountain coffee, which, unlike the competitive RTD coffee, does not contain artificial ingredients, does not contain HFCS, does not contain preservatives and genetically modified organisms
Marley in a mellow mood®Isa RTD relaxing drink will include CBD-as mentioned earlier-infused teas.
Unlike the competitive RTD tea, Marley's Mellow Mood is made from valerian roots, Yangju and other natural herbs and ingredients, all natural, no HFCS, no reserves certified in Jewish.
Brand for 15 years. 5 oz.
Including canned peaches and raspberries, batlitt pears, raspberry lemonade and honey green tea.
Marley is the leading relaxing drink, a child in development
Part of the RTD category.
Star Tea®All over the Ison Rivernatural, non-GMO, non-
HFCS and award-winning off-the-shelf productsto-drink tea.
Xing is made from brewed green tea and black tea, which is further distinguished from the unique natural fruit flavor, without preservatives, genetically modified organisms or HFCS.
This product will be sweet with only honey and pure sucrose.
Brewing and collecting tea®Advanced organic food
The handmade tea range is brewed for 16 ounces.
No glass bottles with sugar and artificial spices added.
Competitors who do not like to add more than 21 grams of sugar, Xing Crafthas does not add sugar, is a hand brewed tea, mixed from tea grown in a single place of origin.
Cocoa Library®Isa 100% pure coconut water (
Watermelon juice is also available)
Bottle from the source of the young Vietnam Coast aluminum company.
Historically, Coco Libre is a leading brand in the field of coconut water, with more than 15,000 branches in the United States and Canada.
Kelley Bray®In 1-
330 ml packs.
In addition, the new Agelaunched free newspaper coconut bubble®2018, sparkling coconut water, 30-
40 calories and zero sugar
What we think of as differential colibrary®Isa has a light and crisp taste, with green tea extract and 100% pure foreign juice.
4 TeMana skin and lip care is consistent with its range of healthy beverage products and leveraging its vastnoni expertise Morinda has developed and launched a range of highend,noni-
Skin and lip care products sold according to TeManabrand.
Temanabrighting skin care products capture the essence of Tahiti and take advantage of four unique and beneficial elements that we consider noni plants: noni seed oil, noni leaf extract, non and noni juice.
The bright white series includes bright white serum, Toner, facial mask, Moisturizing Cream, facial cleanser, facial cleanser, body cleanser, facial mask, evening cream and eye cream.
RTD TeManaNoni collagen is a trusted skin care product.
Noni collagen promotes a firmer, smoother and more radiant skin.
This is the only collagen product that features noni and also fish collagen, not collagen from other animal sources.
With Italian cosmetics experts in B.
Temana' slip care products make your skin feel healthy and full.
Our tahidi NOI essential oil mixture combines purposeful, natural, therapeutic --
The essential oil is graded with pure nuoli seed oil.
The mix includes mint, hugs, lavender, relief, pruning, strengthening, breathing, rejection, excitement and relaxation.
With 11 patents, the New Era Health Science division has completed major cooperative research with human and animal trials, making the new era a beverage company with significant intellectual property rights.
Patent and human needs
The states involved in the patent portfolio are developed and funded in cooperation with the United States. S.
The government behind them has invested more than $30 million.
Our aim is to convert patents into products with direct functions in protecting, treating or improving the needs of different consumers --states.
We will be working on four main focus areas and we believe we have the most robust scientific and patent protection in the commercialisation of our products including supplemental moisture/recovery, radiation protection, neuroprotection/improvement and
We also intend to license or outsource any patents that we do not intend to commercialize.
The Company believes that in view of the quality and uniqueness of patents, as well as the science and evidence of technical effectiveness, the intellectual property portfolio has great value for pharmaceutical or beverage companies.
This is our first product developed by the medical and scientific team in the New Era Health science field.
"Nhanced deliversa is the first of its kind to be designed to consume at night before surgery to improve patient outcomes after surgery.
It is a natural, transparent, complex carbohydrate beverage for use by patients based on the use of a hospital system that enhances postoperative recovery (“ERAS”)protocols.
The product is based on coconut water and includes key vitamins and minerals
Factors of immune support.
It provides antioxidants, amino acids and phytonutrients for improving metabolic functions.
"Nhanced aims to promote recovery after surgery, reduce inflammatory response, reduce nausea, reduce stomach pressure, increase GI motivation, reduce insulin resistance, improve wound healing and immune function, and improve patient satisfaction overall
This advantage was validated by the initial patient test.
Taking two bottles the night before the operation and one bottle three hours before the operation is beneficial to the patient.
This is an improvement from the previous pattern, starting at night before the operation, the mouth does not speak. 5Bio-Shield“Bio-
Shield "is the current working brand of our radiation and environmental protection products.
We have patents for the only products in the world that have proven to protect the body from ionising radiation and have conducted trials and studies to verify the efficacy of our products.
Ion gradients from multiple sources including proximity to the Sun, nuclear facilities, medical X-
Rays or scans that affect the body by breaking the double
The DNA chain inside the body.
It turns out that products in the new era can protect both
StrandDNA breaks due to the effects of radiation. “Bio-
Shield "will be launched in the Asia Pacific region in the first half of 2019, after which we expect to launch the product to the United StatesS.
As well as other markets and channels, including tourism and medical channels.
Risk factors before making an investment decision, you should carefully consider the uncertainties and other factors described in our recent annual report on table 10
K, and the risks, uncertainties and other information presented in our SEC report on table 10K,10-Q and 8-
K and other documents cited in this prospectus, which are updated by the documents that we subsequently submit under the revised Securities Trading Act of 1934 or the Trading Act.
Our business, financial position or results of operations may be adversely affected by these risks and you may lose all or part of your investment.
The prospectus supplementary document states that we intend to use the net proceeds from the sale of securities under this prospectus for general corporate purposes, including and general working capital purposes.
We can also acquire or invest in businesses and products that complement our own business and products with a portion of our income, although we do not have plans at the moment, as of the date of this prospectus, commitment or agreement relating to any acquisition.
Description of common stock we are authorized to issue up to 100,000,000 ordinary shares worth $0. 001 per share.
Holders of our common stock (i)
There is an equal right to be rated to receive dividends from legally available funds, so when our Board Announces; (ii)
Having the right to share all of its assets available for distribution to holders of ordinary shares at the time of liquidation, dissolution or closure of the matter; (iii)
It does not have the right to give priority to subscription or transfer, nor does it have the fund terms or transfer rights; and (iv)
Entitled to a non
A cumulative vote per share of all matters that shareholders can vote on.
As at 2019, a total of 75,357,742 shares of outstanding and outstanding common stock were issued.
Transfer agent and registrar our transfer agent and registrar of common stock isClearTrust, LLC located in Fl Lutz.
ListingOurcommon shares are currently traded in the NASDAQ Capital Market in the name of "NBEV.
"Description of 6 Preferred shares we are authorized to issue up to 1,000,000 shares of preferred shares worth $0.
001 per share, of which 250,000 is designated as Series APreferred stock, 300,000 is designated as Series B PreferredStock, 7,000 is designated as Series C convertible PreferredStock, and 44,000 is designated as Series D convertible PreferredStock.
As of April 4, 2019, 0 shares of the series APreferred, 0 shares of the B series preferred stock, 0 shares of the C Series convertible preferred stock, and 43,804 shares of the d series convertible preferred stock.
Series D convertible preferred stock holders are entitled to a dividend of up to the total amount of the sum of the United States dollars ($15,000,000)(
"Milestone bonus ")
If the Adjusted EBITDA (
As defined in the management certificate)
OfMorinda Holdings Ltd.
At least $ Twenty Million ($20,000,000)
The year ending December 31, 2019
A minimum dividend should be paid in April 15, 2020.
Custom message
Chat Online 编辑模式下无法使用
Leave Your Message inputting...