NBEV NewAge Inc

Item 8.01 Other Events.

Item 8.01 of the Original Report contained the following statement:

Company policy prohibits sales of CBD ingestible products in the U.S. until the sales can be made in compliance with all applicable laws. As part of its year-end procedures, the Company discovered cannabidiol (CBD)-infused beverages in its inventory. Further investigation revealed that the Company distributed CBD-infused beverages on behalf of third-party manufacturers without proper authorization. The Company distributed the CBD-infused beverages exclusively in the State of Colorado, resulting in revenues to the Company of less than $400,000 in 2020. Upon learning of the unauthorized distribution arrangements, the Company’s executive officers immediately notified the Company’s audit committee. The Company’s executive officers and audit committee caused the Company to immediately cease distribution of the beverages, return or destroy all remaining inventory, enhance internal controls procedures to prevent such distribution arrangements from being entered into without the knowledge of the Company’s executive officers, and institute new enhanced training for employees that emphasize the prohibition on distribution of CBD ingestible products in the U.S. The Company does not intend to market or sell CBD ingestible products in the U.S. until it can do so in compliance with all applicable laws.

An investigation conducted at the direction of the Nominating, Governance, and Sustainability Committee of the Company’s Board of Directors and completed in early 2022 determined that the Original Report contained untrue statements in that some of the CBD-infused beverages were manufactured on behalf of the Company and that the Company’s former Chief Executive Officer, Brent Willis, was aware that the Company’s Direct Store Distribution Division sold CBD-infused beverages in the U.S. from August 2019 through December 31, 2020. The investigation also found that while the Board of Directors had explicitly stated that no such products should be sold, there was no policy communicated to the Company’s employees prohibiting the sale of CBD ingestibles in the U.S. and that no enhanced training was provided to the Company’s employees.

The Company has implemented a policy prohibiting the sale of CBD ingestibles in the U.S. and will be providing enhanced training to the Company’s employees. The Company is taking measures to remediate the material weaknesses in internal control over financial reporting and disclosures that, in part, led to the misstatements.