The Securities and Exchange Commission announced Oct. 19 it filed charges against Brent David Willis, former CEO of NewAge, Inc. (formerly known as New Age Beverages Corporation). The complaint alleges Willis, a resident of Denver, engaged in a multi-year fraud by disseminating false and misleading press releases and making false public statements concerning NewAge’s business dealings, and aided and abetted NewAge’s disclosure of material information in violation of Regulation FD, according to the SEC.
The SEC’s complaint alleges that between 2017 and 2019, Willis, while CEO, both through his role in drafting and authorizing NewAge press releases and in statements he made in earnings calls, investor conferences and in media interviews and appearances, made numerous false and misleading public statements concerning NewAge’s business. The SEC alleges these matters included NewAge’s alleged development of a portfolio of CBD-infused beverages and deals with the U.S. military and several large domestic and international distributors and retailers.
According to the complaint, Willis orchestrated this multi-year fraud and disseminated false and misleading public statements to create the illusion that NewAge was a pioneer in the potentially lucrative CBD beverage market and was well-positioned to capitalize once CBD products became legal to sell in the U.S. and internationally. The complaint also alleges Willis communicated NewAge’s overall beverage portfolio was gaining traction with major retailers and distributors around the world.
The complaint alleges Willis engaged in this fraudulent conduct in order to artificially inflate NewAge’s stock price, improve its financial position and financially benefit himself, according to the SEC. The complaint also alleges that in 2018, Willis aided and abetted NewAge’s selective disclosures of material nonpublic information concerning its purported deal with the U.S. military and its alleged development of a CBD-infused beverage.
The SEC’s complaint, filed in federal district court in Denver, charges Willis with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and aiding and abetting violations of Regulation FD and Section 13(a) of the Exchange Act. The SEC announced it’s seeking permanent injunctions, disgorgement with prejudgment interest, civil penalties and officer-and-director and penny stock bars against Willis.
“CEOs act as the public face of a company and must speak truthfully about the most important aspects of their businesses,” said Associate Director of the SEC’s Enforcement Division Melissa Hodgman in a press release. “We allege that Mr. Willis violated this basic obligation by duping investors into believing that NewAge had secured major distribution deals with some of the largest retailers in the world and that it had scientifically developed, and racked up substantial retail orders for, a CBD beverage portfolio in a growing market.”
The SEC announced its investigation was conducted by James Bresnicky and Edward Gerard, with the assistance of Brian Shute in the Office of Investigative and Market Analytics. The case was supervised by J. Lee Buck II and overseen by Melissa Hodgman. The litigation will be led by Edward Reilly and Paul Kisslinger, and supervised by James Connor. The SEC noted defense counsel will be Michael Diver of international firm Katten Muchin Rosenman LLP.