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| CIK | 1802546 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Evercore Holdings, Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| January 18, 2024 |
Exhibit 3.7 |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, |
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| November 7, 2023 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response. 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT |
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| October 5, 2023 |
Exhibit 10.60 THIS NOTE, AND THE OBLIGATIONS OF DEBTOR HEREUNDER, ARE, AND SHALL BE SUBORDINATED TO THE OBLIGATIONS OF MAKER TO SUMMIT CREDIT UNION (THE “BANK”). SUBORDINATED PROMISSORY NOTE Principal Amount: $50,000.00 Milwaukee, Wisconsin September 26, 2023 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Sprecher Brewing Company, LLC, a Wisconsin limited liability c |
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| October 5, 2023 |
Exhibit 10.58 ASSET PURCHASE AGREEMENT BETWEEN SPRECHER BREWING COMPANY, LLC, BUYER and KONA GOLD BEVERAGE, INC., SELLER September 26, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 6 Section 2.01 Purchase and Sale of Assets. 6 Section 2.02 Excluded Assets. 6 Section 2.03 Assumed Liabilities. 7 Section 2.04 Excluded Liabilities. 7 Section 2.05 Purchase Price. 8 Section |
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| October 5, 2023 |
Exhibit 10.59 BILL OF SALE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Kona Gold Beverage, Inc., a Delaware Corporation (“Seller”), as contemplated by that certain Asset Purchase Agreement dated September 26, 2023 (“APA”), hereby grants, bargains, sells, assigns, transfers, sets over and conveys to Sprecher Brewing Company LLC, a Wisconsin lim |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 11, 2023 |
Letter of Weinberg & Company, P.A. dated September 7, 2023 Exhibit 16.1 |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-56230 CUSIP NUMBER NOTIFICATION OF LATE FILING 50049K103 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 |
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| June 16, 2023 |
Exhibit 10.61 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 14, 2023 (this “Agreement”), is among Kona Gold Beverage, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transfe |
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| June 16, 2023 |
Exhibit 10.60 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 14, 2023, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation, with headquarters located at 746 North Drive, Suite A, Melbourne, FL 32934 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the |
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| June 16, 2023 |
Exhibit 4.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 16, 2023 |
Exhibit 4.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 31, 2023 |
KONA GOLD BEVERAGE, INC. Selling Stockholders Up to 702,280,139 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-272118 KONA GOLD BEVERAGE, INC. Selling Stockholders Up to 702,280,139 Shares of Common Stock This is a prospectus (this “Prospectus”) of Kona Gold Beverage, Inc., a Delaware corporation (“Kona Gold,” our “Company,” “we,” “our,” or “us”). It relates to the resale or other disposition by the selling stockholders identified in this Pro |
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| May 26, 2023 |
United States securities and exchange commission logo May 26, 2023 Robert Clark Chief Executive Officer KONA GOLD BEVERAGE, INC. |
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| May 26, 2023 |
Kona Gold Beverage, Inc. 746 North Drive, Suite A Melbourne, Florida 32934 (844) 714-2224 May 26, 2023 VIA EDGAR AND EMAIL Bradley Ecker U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kona Gold Beverage, Inc. Registration Statement on Form S-1 Filed May 22, 2023 File No. 333-272118 Dear Mr. Ecker: Pursuant to Rule 461 promulgat |
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| May 22, 2023 |
Exhibit 10.15a LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #4 THIS LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT (this “Agreement”) is made as of April 4, 2023, between and among KONA GOLD LLC (the “Borrower”), and Robert Clark the “Lender”). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Line of Credit and Security Agreement dated as of |
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| May 22, 2023 |
As filed with the Securities and Exchange Commission on May 22, 2023. As filed with the Securities and Exchange Commission on May 22, 2023. Registration No. 333 -[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Registration Statement under the Securities Act of 1933 KONA GOLD BEVERAGE, INC. (Exact name of registrant as specified in its charter) Delaware 2080 20-1915682 (State or other jurisdiction of incorporation or organization) |
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| May 22, 2023 |
Line of Credit Agreement by and between Robert Clark and Kona Gold, LLC, dated May 6, 2022. Exhibit 10.58 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT is made as of this 6th day of May, 2022 (the “Line of Credit Agreement”), by and among Kona Gold, LLC (the “Borrower”) and Robert Clark (the “Lender”). A line of credit is hereby established in the amount of Three Hundred Thousand Dollars ($300,000) for the benefit of the Borrower: provided, however, that the Lender unilaterally |
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| May 22, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kona Gold Beverage, Inc. |
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| May 22, 2023 |
Exhibit 10.59 LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #1 THIS LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT (this “Agreement”) is made as of May 6, 2023, between and among KONA GOLD LLC (the “Borrower”), and Robert Clark the “Lender”). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Line of Credit and Security Agreement dated as of May |
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| May 19, 2023 |
Kona Gold Beverage, Inc. 746 North Drive, Suite A Melbourne, Florida 32934 (844) 714-2224 May 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.W. Washington, D.C. 20549 Re: Kona Gold Beverage, Inc. – Registration Statement on Form S-1, Registration No. 333-267199 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 193 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC |
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| May 1, 2023 |
Exhibit 10.57 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 25, 2023 (this “Agreement”), is among Kona Gold Beverage, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transf |
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| May 1, 2023 |
Exhibit 4.15 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 1, 2023 |
Exhibit 10.56 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2023, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation, with headquarters located at 746 North Drive, Suite A, Melbourne, FL 32934 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (th |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 1, 2023 |
Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC. (Ex |
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| March 31, 2023 |
Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| March 31, 2023 |
Exhibit 10.53 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and between KONA GOLD BEVERAGE, INC., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein sh |
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| March 31, 2023 |
Exhibit 10.52 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of March 30, 2023 (this “Agreement”), by and between Kona Gold Beverage, Inc., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms and subject to th |
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| March 21, 2023 |
Exhibit 10.53 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 13, 2023 (this “Agreement”), is among Kona Gold Beverage, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transf |
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| March 21, 2023 |
Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 21, 2023 |
Exhibit 4.12 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 21, 2023 |
Exhibit 10.52 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2023, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation, with headquarters located at 746 North Drive, Suite A, Melbourne, FL 32934 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (th |
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| February 17, 2023 |
Exhibit 3.7 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF KONA GOLD BEVERAGE, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) KONA GOLD BEVERAGE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: That resolutions were du |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 17, 2023 |
Exhibit 3.8 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF THE PREFERENCES, RIGHTS, AND LIMITATIONS OF THE SERIES C PREFERRED STOCK OF KONA GOLD BEVERAGE, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) KONA GOLD BEVERAGE, INC., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware |
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| January 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2022 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-56230 20-1915692 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 14, 2022 |
Exhibit 10.51 STANDARD MERCHANT CASH ADVANCE AGREEMENT bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). CFS is not responsible for any overdrafts or rejected transactions that may result from CFS’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. 2. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, |
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| October 14, 2022 |
As filed with the Securities and Exchange Commission on October 14, 2022. As filed with the Securities and Exchange Commission on October 14, 2022. Registration Statement No. 333 -267199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Pre-effective Amendment No. 1) Registration Statement under the Securities Act of 1933 KONA GOLD BEVERAGE, INC. (Exact name of registrant as specified in its charter) Delaware 2080 81-5175120 (State or oth |
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| October 14, 2022 |
Calculation of Filing Fee Table Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units consisting of: Common Stock, $0. |
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| October 14, 2022 |
Exhibit 10.50 |
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| August 31, 2022 |
Exhibit 10.14a LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #3 THIS LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT (this ?Agreement?) is made as of August 23, 2022, between and among GOLD LEAF DISTRIBUTION LLC., (the ?Borrower?), and Robert Clark (the ?Lender?). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Line of Credit and Security Agre |
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| August 31, 2022 |
As filed with the Securities and Exchange Commission on [___], 2022. As filed with the Securities and Exchange Commission on [], 2022. Registration Statement No. 333 -[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Registration Statement under the Securities Act of 1933 KONA GOLD BEVERAGE, INC. (Exact name of registrant as specified in its charter) Delaware 2080 81-5175120 (State or other jurisdiction of incorporation or organiza |
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| August 31, 2022 |
Calculation of Filing Fee Table Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units consisting of: Common Stock, $0. |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC. |
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| August 3, 2022 |
Exhibit 10.48 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 28, 2022, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation, with headquarters located at 746 North Drive, Suite A, Melbourne, FL 32934 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the |
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| August 3, 2022 |
Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 3, 2022 |
Exhibit 4.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 3, 2022 |
EX-10.49 5 ex10-49.htm Exhibit 10.49 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of July 28, 2022 (this “Agreement”), is among Kona Gold Beverage, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC |
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| May 5, 2022 |
Exhibit 10.44 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of May 3, 2022, is between KONA GOLD BEVERAGE, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 746 North Drive ? Suite A, Melbourne, Florida 32934 (the ?Company?), and each of the investors listed on the Sche |
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| May 5, 2022 |
Exhibit 10.46 EXECUTION VERSION INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this ?Agreement?), dated as of May 3, 2022, is made by KONA GOLD BEVERAGE, INC., a Delaware corporation (the ?Company?), KONA GOLD, LLC (?KG?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC (?GLD?), a F |
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| May 5, 2022 |
Exhibit 10.45 EXECUTION VERSION SECURITY AGREEMENT THIS SECURITY AGREEMENT (the ?Agreement?) is entered into as of May 3, 2022, by and among KONA GOLD BEVERAGE, INC. (formerly known as Kona Gold Solutions, Inc.) (the ?Company?), a Delaware corporation, KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida limited liability company, HIGHDRATE, LLC |
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| May 5, 2022 |
Exhibit 4.8 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE O |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2022 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2022 |
Exhibit 4.9 EXECUTION VERSION WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT O |
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| May 5, 2022 |
Exhibit 10.47 EXECUTION VERSION GLOBAL GUARANTY AGREEMENT This GLOBAL GUARANTY AGREEMENT (the ?Guaranty?) is made as of May 3, 2022, by and among KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability company, and S AND S BEVERAGE, INC. (?S&S?), a Wisconsin corporation ( |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56230 KONA GOLD BEVERAGE, INC. (Ex |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-56230 CUSIP NUMBER 50049K103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition |
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| December 13, 2021 |
Letter of BF Borgers CPA PC, dated December 13, 2021. 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax:303.945.7991 December 13, 2021 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Kona Gold Beverages, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated December 7, 2021, of Kona Gold Beverages, Inc. (the ?Company?) to |
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| December 13, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2021 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56230 Kona Gold |
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| November 15, 2021 |
Exhibit 4.4a NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX |
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| September 29, 2021 |
United States securities and exchange commission logo September 29, 2021 Robert Clark Chief Executive Officer KONA GOLD BEVERAGE, INC. |
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| September 29, 2021 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 September 29, 2021 VIA EDGAR TRANSMISSION Evan Ewing Attorney Advisor Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. Registration Statement on Form S-1 File No. 333-259718 Ladies and Gentlemen: Kona Gold Beverage, Inc |
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| September 22, 2021 |
As filed with the Securities and Exchange Commission on September 22, 2021 As filed with the Securities and Exchange Commission on September 22, 2021 Registration No. |
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| September 22, 2021 |
Exhibit 10.20a EMPLOYMENT AGREEMENT AMENDMENT Parties AMENDMENT AGREEMENT made on this 10th day of August, 2021, to Employment Agreement dated the 8th day of October, 2019, between Kona Gold Beverage, Inc. (the "Company"), and Lori Radcliffe (the "Individual"). The parties agree that the salary of Lori Radcliffe under the Employment Agreement between them dated the 8th day of October, 2019, shall |
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| September 22, 2021 |
Exhibit 10.43 STATE OF SOUTH CAROLINA ) ) AGREEMENT OF LEASE COUNTY OF HORRY ) THIS AGREEMENT entered into this30 Day of August , 2021 , by and between RFMD-SC, LLC hereinafter called the "LANDLORD" and Gold Leaf Distribution LLC , hereinafter called the "TENANT". WITNESSETH: The Landlord, for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by th |
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| August 27, 2021 |
Exhibit 4.7 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2021 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 27, 2021 |
Exhibit 10.41 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this ?Agreement?), dated as of August 20, 2021, is made by KONA GOLD BEVERAGE, INC., a Delaware corporation (the ?Company?), KONA GOLD, LLC (?KG?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC (?GLD?), a Florida limited |
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| August 27, 2021 |
Exhibit 10.40 SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the ?Agreement?) is entered into as of August 20, 2021, by and among KONA GOLD BEVERAGE, INC. (formerly known as Kona Gold Solutions, Inc.) (the ?Company?), a Delaware corporation, KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida |
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| August 27, 2021 |
Exhibit 10.39 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 20, 2021 by and between KONA GOLD BEVERAGE, INC., a Delaware corporation (the ?Company?), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the ?Investor?). WHEREAS: A. In connection with the Securities Purchase Agreement by and between the parties hereto of even dat |
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| August 27, 2021 |
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of August 20, 2021, is between KONA GOLD BEVERAGE, INC. |
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| August 27, 2021 |
EXHIBIT 4.6 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| August 27, 2021 |
EXHIBIT 10.42 SECOND AMENDED AND RESTATED GLOBAL GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED GLOBAL GUARANTY AGREEMENT (this ?August 2021 Second Amended Guaranty?) is made as of August 20, 2021, by and among KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability |
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| August 17, 2021 |
STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT EXHIBIT 10.18(a) STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT THIS STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT (this ?Agreement?) is made as of April 4, 2021, between and among Kona Gold, LLC., (the ?Borrower?), and Robert Clark the ?Lender?). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Standard Promissory Note dated as of January 15, 2019 (the ?LOAN?), which |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56230 Kona Gold Beve |
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| August 17, 2021 |
LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #2 EXHIBIT 10.27(a) LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #2 THIS LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT (this ?Agreement?) is made as of August 13, 2021, between and among GOLD LEAF DISTRIBUTION LLC., (the ?Borrower?), and Robert Clark (the ?Lender?). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Line of Credit and Security Ag |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-1802546 CUSIP NUMBER 50049K103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K xx Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran |
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| June 21, 2021 |
KONA GOLD BEVERAGE, INC. Up to 204,958,678 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-256536 PROSPECTUS KONA GOLD BEVERAGE, INC. Up to 204,958,678 Shares of Common Stock This is a prospectus (this ?Prospectus?) of Kona Gold Beverage, Inc., a Delaware corporation (?Kona Gold,? our ?Company,? ?we,? ?our,? or ?us?). It relates to the resale or other disposition by the selling stockholder (the ?Selling Stockholder?) identified in th |
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| June 7, 2021 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 June 7, 2021 VIA EDGAR TRANSMISSION Charles Eastman Staff Accountant Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. Registration Statement on Form S-1 File No. 333-256536 Ladies and Gentlemen: Kona Gold Beverage, Inc. |
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| June 2, 2021 |
United States securities and exchange commission logo June 2, 2021 Robert Clark Chief Executive Officer Kona Gold Beverage, Inc. |
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| May 27, 2021 |
As filed with the Securities and Exchange Commission on May 26, 2021 As filed with the Securities and Exchange Commission on May 26, 2021 Registration No. |
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| May 17, 2021 |
Exhibit 4.4(a) Certificate of Scrivener’s Error This is a Certificate of Scrivener’s Error executed as of this 18th day of February, 2021. WHEREAS, on February 10, 2021, Kona Gold Beverage, Inc. (“Kona”), issued and sold its Secured Convertible Debenture to YAII PN, Ltd. (“YAII”), Debenture No. KGKG-3 1-2, in the original principal amount of $900,000.00 (the “February Debenture”); WHEREAS, the doc |
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| May 17, 2021 |
EX-10 5 e2773ex10-34a.htm EX-10 Exhibit 10.34(a) LIMITED AMENDMENT AGREEMENT THIS LIMITED AMENDMENT AGREEMENT dated as of May 5, 2021, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt company (“Investor”). WITNESSETH WHEREAS, on February 10, 2021 the Investor and the Company entered into a Securities Purchase Agreement (th |
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| May 17, 2021 |
Exhibit 18(a) STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT THIS STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT (this “Agreement”) is made as of April 4, 2021, between and among Kon Gold, LLC. |
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| May 17, 2021 |
EX-15 6 e2773ex15a.htm EX-15 Exhibit 15(a) LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT #2 THIS LINE OF CREDIT AND SECURITY AGREEMENT MODIFICATION AGREEMENT (this ”Agreement”) is made as of April 4, 2021, between and among KONA GOLD LLC., (the “Borrower”), and Robert Clark the “Lender”). WITNESSETH: WHEREAS, the Lender and the Borrower entered into that certain Line of Credit and S |
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| May 17, 2021 |
Exhibit 17(a) STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT THIS STANDARD PROMISSORY NOTE MODIFICATION AGREEMENT (this “Agreement”) is made as of March 15, 2021, between and among Gold Leaf Distribution, LLC. |
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| May 17, 2021 |
Exhibit 4.4(b) Certificate of Scrivener?s Error This is a certificate of Scrivener?s Error executed as of this 15th day of March, 2021 WHEREAS, on February 10, 2021, Kona Gold Beverage, Inc. (?Kona?) Issued and sold its Secured Convertible Debenture to YAII PN, Ltd. (?YAII?), Debenture No. KGKG-3 1-2, in the original principal amount of $900,000 (the ?February Debenture); WHEREAS, the document evi |
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| May 17, 2021 |
Exhibit 4.4(c) EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT B |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56230 Kona Gold Bev |
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| May 3, 2021 |
As filed with the Securities and Exchange Commission on May 3, 2021 Registration No. |
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| April 30, 2021 |
As filed with the Securities and Exchange Commission on April 29, 2021 Registration No. |
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| April 27, 2021 |
As filed with the Securities and Exchange Commission on April 27, 2021 Registration No. |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: KONA GOLD BEVERAGE, INC |
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| April 15, 2021 |
EX-21.1 2 e2637ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries 1. Kona Gold, LLC (Delaware) 2. HighDrate, LLC (Florida) 3. Gold Leaf Distribution LLC (Florida) 4. S and S Beverage Inc. (Wisconsin) |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-1802546 CUSIP NUMBER 50049K103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2020 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T |
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| February 18, 2021 |
Exhibit 10.31 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this ?Agreement?), dated as of February 10, 2021, is made by KONA GOLD SOLUTIONS, INC., a Delaware corporation (the ?Company?), KONA GOLD, LLC (?KG?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC (?GLD?), a Florida limi |
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| February 18, 2021 |
Exhibit 4.3 EXECUTION VERSION WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT O |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 18, 2021 |
Exhibit 10.32 AMENDED AND RESTATED GLOBAL GUARANTY AGREEMENT This AMENDED AND RESTATED GLOBAL GUARANTY AGREEMENT (the ?Guaranty?) is made as of February 10, 2021, by and among KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida limited liability company, HIGHDRATE, LLC (?HD?), a Florida limited liability company, and S AND S BEVERAGE, INC. (?S& |
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| February 18, 2021 |
Exhibit 10.28 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of February 10, 2021 as Kona Gold Beverage, Inc. (the ?Company?), and YAII PN, LTD., a Cayman Islands exempt company (?Investor?). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from securities regi |
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| February 18, 2021 |
Exhibit 4.4 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE O |
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| February 18, 2021 |
Exhibit 10.30 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the ?Agreement?) is entered into as of February 10, 2021, by and among KONA GOLD BEVERAGE, INC. (formerly known as Kona Gold Solutions, Inc.) (the ?Company?), a Delaware corporation, KONA GOLD, LLC (?KG?), a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (?GL?), a Florida limited lia |
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| February 18, 2021 |
Exhibit 10.29 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 10, 2021, by and between KONA GOLD BEVERAGE, INC., a Delaware corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt company (the ?Investor?). WHEREAS: A. In connection with the Securities Purchase Agreement by and between the parties hereto of |
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| February 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2021 KONA GOLD BEVERAGE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-1802546 81-5175120 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 5, 2021 |
Kona Gold Beverage, Inc. Announces Acquisition of S&S Beverage Exhibit 99.1 Kona Gold Beverage, Inc. Announces Acquisition of S&S Beverage MELBOURNE, Fla., Jan. 25, 2021 /PRNewswire/ - Kona Gold Beverage, Inc. (OTCQB: KGKG), a holding company focused on product development in the hemp and CBD functional beverage sector, is pleased to announce the acquisition of S&S Beverage, Inc., the makers of LEMIN Superior Lemonade. Established in 2018, LEMIN Lemonade is a |
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| January 7, 2021 |
KONA GOLD BEVERAGE, INC. Up to 125,947,397 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-239883 PROSPECTUS KONA GOLD BEVERAGE, INC. Up to 125,947,397 Shares of Common Stock This is the initial public offering of Kona Gold Beverage, Inc., a Delaware corporation (“Kona Gold,” our “Company,” “we,” “our,” or “us”). This prospectus (this “Prospectus”) relates to the resale or other disposition by the selling stockholder (the “Selling St |
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| December 29, 2020 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 December 29, 2020 VIA EDGAR TRANSMISSION Jeff Gordon Staff Accountant Kevin Stertzel Senior Accountant Thomas Jones Staff Attorney Sherry Haywood Senior Attorney Office of Manufacturing United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. Registrati |
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| December 14, 2020 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 December 14, 2020 VIA EDGAR TRANSMISSION Jeff Gordon Staff Accountant Kevin Stertzel Senior Accountant Thomas Jones Staff Attorney Sherry Haywood Senior Attorney Office of Manufacturing United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. Amendment |
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| December 14, 2020 |
Exhibit 4.3 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| December 14, 2020 |
Exhibit 10.32 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2020, by and among KONA GOLD BEVERAGE, INC., a Delaware corporation (formerly known as Kona Gold Solutions, Inc.) (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing |
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| December 14, 2020 |
As filed with the Securities and Exchange Commission on December 14, 2020 Registration No. |
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| December 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KONA GOLD BEVERAGE, INC. (Exact name of registrant as specified in its charter) Delaware 81-5175120 (State of incorporation or organization) (I.R.S. Employer Identification No.) Kona Gold Beverag |
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| December 8, 2020 |
United States securities and exchange commission logo December 8, 2020 Robert Clark Chairman of the Board Kona Gold Beverage, Inc. |
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| December 8, 2020 |
United States securities and exchange commission logo December 8, 2020 Robert Clark Chairman of the Board Kona Gold Beverage, Inc. |
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| November 24, 2020 |
As filed with the Securities and Exchange Commission on November 23, 2020 As filed with the Securities and Exchange Commission on November 23, 2020 Registration No. |
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| November 23, 2020 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 November 23, 2020 VIA EDGAR TRANSMISSION Jeff Gordon Staff Accountant Kevin Stertzel Senior Accountant Thomas Jones Staff Attorney Sherry Haywood Senior Attorney Office of Manufacturing United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. Amendment |
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| November 12, 2020 |
United States securities and exchange commission logo November 10, 2020 Robert Clark Chairman of the Board Kona Gold Beverage, Inc. |
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| November 12, 2020 |
United States securities and exchange commission logo November 10, 2020 Robert Clark Chairman of the Board Kona Gold Beverage, Inc. |
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| October 26, 2020 |
Exhibit 3.6 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “KONA GOLD SOLUTIONS, INC.”, CHANGING ITS NAME FROM “KONA GOLD SOLUTIONS, INC.” TO “KONA GOLD BEVERAGE, INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF OCTOBER, A.D. 2020, AT 9:03 O`CLOCK P. |
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| October 26, 2020 |
Exhibit 10.31 Paycheck Protection Program Promissory Note and Agreement Wells Fargo SBA Lending Borrower Names: Kona Gold LLC Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A Waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You Without Any Further Notice. Venue Will Be In The City Of Richmond. |
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| October 26, 2020 |
Exhibit 10.28 As of September 3, 2020, the Company had the following stock transactions with Robert Clark, CEO, of Kona Gold Solutions, Inc.: The Company issued 30,000,000 shares of common stock on October 28, 2015 to Robert Clark pursuant to an Employment Agreement, dated August 12, 2015 (the “Clark Employment Agreement”), with Robert Clark and the Company. At the date of issuance, the per-share |
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| October 26, 2020 |
As filed with the Securities and Exchange Commission on October 26, 2020 Registration No. |
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| October 26, 2020 |
Exhibit 10.30 Paycheck Protection Program Promissory Note and Agreement Wells Fargo SBA Lending Borrower Names: Gold Leaf Distribution LLC Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A Waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You Without Any Further Notice. Venue Will Be In The City |
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| October 26, 2020 |
KONA GOLD BEVERAGE, INC. 746 North Drive, Suite A Melbourne, Florida 32934 October 26, 2020 VIA EDGAR TRANSMISSION Jeff Gordon Staff Accountant Kevin Stertzel Senior Accountant Thomas Jones Staff Attorney Sherry Haywood Senior Attorney Office of Manufacturing United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Kona Gold Beverage, Inc. (formerly k |
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| October 26, 2020 |
Exhibit 10.18 STANDARD PROMISSORY NOTE (UNSECURED) ON THIS 31st DAY OF OCTOBER, 2018, Kona Gold, LLC, of 746 North Dr STE A, Melbourne, FL 32934, hereinafter known as the “Borrower” promises to pay to Robert Clark, hereinafter known as the “Lender”, the principal sum of Twenty Thousand Dollars ($20,000), with a rate of zero percent (0%) per annum beginning as of the date above in the manner that f |
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| October 26, 2020 |
Exhibit 10.29 Yorkville Advisors Global, LP 1012 Springfield Avenue Mountainside, NJ 07090 October 14, 2020 VIA EMAIL Robert Clark Kona Gold Solutions, Inc. 746 North Drive STE A Melbourne, FL 32934 Dear Mr. Clark: On May 14, 2020, YA1I PN, Ltd. (the “Investor”), and Kona Gold Solutions, Inc. (“Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and relate |
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| August 12, 2020 |
United States securities and exchange commission logo August 12, 2020 Robert Clark Chairman of the Board Kona Gold Solutions, Inc. |
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| August 12, 2020 |
United States securities and exchange commission logo August 12, 2020 Robert Clark Chairman of the Board Kona Gold Solutions, Inc. |
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| July 16, 2020 |
Exhibit 10.8 SECURITIES EXCHANGE AND SETTLEMENT AGREEMENT This Securities Exchange and Settlement Agreement, dated as of March 6, 2018 (this “Agreement”), is by and between Elev8 Brands, Inc., a Utah corporation, (“Issuer”), and Kona Gold Solutions (“Investor”) (Issuer and Investor may hereinafter be referred to individually as a “Party” or jointly as the “Parties”). WHEREAS, Issuer issued 148,603 |
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| July 16, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF KONA GOLD SOLUTIONS, INC., a Delaware corporation Adopted July 8, 2020 1 AMENDED AND RESTATED BY-LAWS OF KONA GOLD SOLUTIONS, INC. (a Delaware corporation) ARTICLE I Offices Section 1.01 Registered Office. The registered office of Kona Gold Solutions, Inc. (the “Corporation”) will be fixed in the Amended and Restated Certificate of Incorporation of the C |
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| July 16, 2020 |
Exhibit 3.5 1 2 3 4 5 6 7 8 9 10 11 |
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| July 16, 2020 |
Exhibit 10.25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 |
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| July 16, 2020 |
Exhibit 10.22 Kona Gold- Ryan Dodd Agreement This Agreement is made and entered into as of May 1, 2019 by and between Kona Gold and Ryan Dodd (Skier), a professional Athlete AGREEMENT For the purpose of promoting the Kona Gold brand of products, and in consideration of the mutual promises herein contained, Kona Gold and Skier agree as follows. Term of Agreement Agreement shall be commencing May 1, |
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| July 16, 2020 |
Exhibit 4.1 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| July 16, 2020 |
Exhibit 3.4 1 2 3 4 5 6 7 8 9 10 |
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| July 16, 2020 |
Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2020, by and among KONA GOLD SOLUTIONS, INC., a Delaware corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an |
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| July 16, 2020 |
Exhibit 10.13 LEASE MODIFICATION AGREEMENT THIS LEASE MODIFICATION AGREEMENT is to be attached to and form a part of a certain Lease (which together with any amendments, modifications, and extensions thereof is hereinafter called "Lease") made the 22nd day of May 2019, between 3090 S Hwy 14, LLC, as Landlord, and Goldleaf Distribution, LLC, as Tenant, covering the premises known as 3092 South Hwy |
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| July 16, 2020 |
Exhibit 10.24 EMPLOYMENT AGREEMENT AMENDMENT Parties AMENDMENT AGREEMENT made on this 1st day of January, 2019, to Employment Agreement dated the 1st day of September, 2018, between Kona Gold Solutions, Inc. (the "Company"), and Christopher Selinger (the “Individual”). WHEREAS the Parties wish to modify the terms of the Agreement in accordance with the terms hereof; and WHEREAS this Amendment, onc |
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| July 16, 2020 |
Exhibit 21.1 Subsidiaries 1. Kona Gold, LLC (Delaware) 2. HighDrate, LLC (Florida) 3. Gold Leaf Distribution LLC (Florida) |
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| July 16, 2020 |
Exhibit 10.3 INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made between KONA GOLD LLC (“Client”) with a mailing address of 746 North Drive, STE A, City of Melbourne, State of Florida (“Client”) and OPTN Companies Inc. with a mailing address of 10564 Greencrest Drive, Tampa, FL 33626 (“Contractor”). WHEREAS the Client intends to pay the Contractor for services provided, effective April 1st, 20 |
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| July 16, 2020 |
Exhibit 10.9 SECURITIES EXCHANGE AND SETTLEMENT AGREEMENT This Securities Exchange and Settlement Agreement, dated as of November 26, 2019 (this “Agreement”), is by and between Elev8 Brands, Inc., a Utah corporation, (“Issuer”), and Kona Gold Solutions, Inc. (“Investor”) (Issuer and Investor may hereinafter be referred to individually as a “Party” or jointly as the “Parties”). WHEREAS, Issuer issu |
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| July 16, 2020 |
Exhibit 10.7 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on this October 10, 2016 by and among Elev8 Hemp LLC (hereinafter referred to as the “Company”), PLAD, Inc., a Utah Corporation whose address is 5445 Murrell Road, Viera, FL 32955 (hereinafter referred to as the "BUYER") and Kona Gold |
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| July 16, 2020 |
Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2020, by and among KONA GOLD SOLUTIONS, INC., a Delaware corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (the “Investor”). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date |
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| July 16, 2020 |
Exhibit 10.18 STANDARD PROMISSORY NOTE (UNSECURED) ON THIS 15TH DAY OF JANUARY, 2019, Kona Gold, LLC, of 746 North Dr STE A, Melbourne, FL 32934, hereinafter known as the “Borrower” promises to pay to Robert Clark, hereinafter known as the “Lender”, the principal sum of Twenty Thousand Dollars ($20,000), with a rate of zero percent (0%) per annum beginning as of the date above in the manner that f |
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| July 16, 2020 |
Exhibit 10.27 1 |
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| July 16, 2020 |
Exhibit 10.12 TRIPLE NET LEASE AGREEMENT (Industrial/Warehouse) BY AND BETWEEN Goldleaf Distribution, LLC and 3090 S Hwy 14, LLC Dated as of the 22nd day of May, 2019 Triple Net Lease Agreement (the "Lease" or "Agreement") For Industrial/Warehouse Table of Contents Article I PREMISES, TERM, & RENT 3 II ADDITIONAL RENT 4 III OPERATING EXPENSES 5 IV TAXES/ASSESSMENTS 6 V INSURANCE 6 VI INDEMNIFICATI |
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| July 16, 2020 |
Exhibit 10.10 EMPLOYMENT AGREEMENT Parties THIS EMPLOYMENT AGREEMENT (this “Agreement") entered on this 1st day of September, 2018 between Kona Gold Solutions, Inc. (the "Company"), and Christopher Selinger (the “Individual”). Recital Individual is desirous of working with the Company, as its Vice President of Sales. The Vice President of Sales position is responsible for establishing the sales ta |
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| July 16, 2020 |
Exhibit 10.15 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT is made as of this 4th day of April, 2019 (the “Line of Credit Agreement”), by and among Kona Gold, LLC (the “Borrower”) and Robert Clark (the “Lender”). A line of credit is hereby established in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) for the benefit of the Borrower: provided, however, that the Lende |
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| July 16, 2020 |
Exhibit 10.17 STANDARD PROMISSORY NOTE (UNSECURED) ON THIS 19TH DAY OF FEBRUARY, 2019, Gold Leaf Distribution, LLC, of 746 North Dr STE A, Melbourne, FL 32934, hereinafter known as the “Borrower” promises to pay to Robert Clark, hereinafter known as the “Lender”, the principal sum of Seventy Thousand ($70,000), with a rate of zero percent (0%) per annum beginning as of the date above in the manner |
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| July 16, 2020 |
Exhibit 10.20 EMPLOYMENT AGREEMENT Parties THIS EMPLOYMENT AGREEMENT (this “Agreement") entered on this 8th day of October, 2019 between Kona Gold Solutions, Inc. (the "Company"), and Lori Radcliffe (the “Individual”). Recital Individual is desirous of working with the Company, as its Chief Financial Officer (CFO). The Chief Financial Officer position is responsible for developing internal control |
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| July 16, 2020 |
Exhibit 3.3 1 2 3 4 5 6 7 8 9 10 |
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| July 16, 2020 |
As filed with the Securities and Exchange Commission on July 16, 2020 Registration No. |
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| July 16, 2020 |
Exhibit 10.16 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT is made as of this 5th day of May 2018 (the “Line of Credit Agreement”), by and among Kona Gold, LLC (the “Borrower”) and Matthew Nicoletti (the “Lender”). A line of credit is hereby established in the amount of Four Hundred Thousand Dollars ($400,000) for the benefit of the Borrower: provided, however, that the Lender unilateral |
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| July 16, 2020 |
Exhibit 10.6 DISTRIBUTION AGREEMENT 1. Parties, Appointment and Purpose: This Agreement is between Kona Gold, LLC (“Supplier”) and [DISTRIBUTOR LEGAL NAME] (“Distributor”). The Exhibits are an integral part of this Agreement. Supplier is appointing Distributor to sell Supplier’s Products within Distributor’s Territory. Exhibit A describes the “Products,” “Territory” and contains the terms of sale. |
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| July 16, 2020 |
Exhibit 10.19 EMPLOYMENT AGREEMENT Parties THIS EMPLOYMENT AGREEMENT (this “Agreement") entered on this 12th day of August, 2015 between Kona Gold Solutions, Inc. (the "Executive"), and Robert Clark (the “Individual”), with principal offices at 5585 Schenck Ave, Suite 5, Rockeledge, FL 32955 for whom the Executive shall render services hereunder. Recital Executive is desirous of working with the C |
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| July 16, 2020 |
Exhibit 10.21 Amendment to Employment Agreement THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 1, 2016 (the “Amendment Effective Date”), by and between Kona Gold Solutions, Inc., a Delaware corporation (the “Company”), and Robert Clark (the “Executive” and, together with the Company, the “Parties”). Whereas, the Company and Executive ent |
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| July 16, 2020 |
Exhibit 10.4 Board of Directors Offer Letter July, 24, 2018 Dear Matt, On behalf of Kona Gold Solutions, Inc., a Delaware corporation (the "Company"), I am pleased to invite you to join the Company's Board of Directors (the “Board"), subject to your election to the Board by the requisite percentage of stockholders (the date of such election being the “Effective Date"), which we anticipate will be |
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| July 16, 2020 |
Exhibit 4.2 EXECUTION VERSION WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT O |
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| July 16, 2020 |
Exhibit 3.1 1 2 3 4 |
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| July 16, 2020 |
Exhibit 10.14 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT is made as of this 29th day of August, 2019 (the “Line of Credit Agreement”), by and among Gold Leaf Distribution, LLC (the “Borrower”) and Robert Clark (the “Lender”). A line of credit is hereby established in the amount of Two Hundred Thousand Dollars ($200,000) for the benefit of the Borrower: provided, however, that the Lende |
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| July 16, 2020 |
Exhibit 10.23 EMPLOYMENT AGREEMENT AMENDMENT Parties AMENDMENT AGREEMENT made on this 1st day of May, 2020, to Employment Agreement dated the 1st day of September, 2018, between Kona Gold Solutions, Inc. (the "Company"), and Christopher Selinger (the “Individual”). The parties agree that the salary of Christopher Selinger under the Employment Agreement between them dated the 1st day of September, |
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| July 16, 2020 |
Exhibit 10.11 Rev: 02-01-2018 . LEASE AGREEMENT By and Between HAY INVESTMENT PROPERTIES, INC. (Landlord) AND Kona Gold, LLC (Tenant) Lease Date June 1, 2018 Leased Premises 746 North Drive, Suite A Melbourne, FL 32934 Hay Investment Properties, Inc. PO Box 411471 Melbourne, FL 32941 Tel: (321) 259-6106 Fax: (866) 752-5633 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”), made as of this 1st day of |
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| July 16, 2020 |
Exhibit 10.26 1 |
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| July 16, 2020 |
Exhibit 10.5 Board of Directors Offer Letter September 3rd, 2019 Dear Mr. Outlaw, On behalf of Kona Gold Solutions, Inc., a Delaware corporation (the "Company"), I am pleased to invite you to join the Company's Board of Directors (the "Board"), subject to your election to the Board by the requisite percentage of stockholders (the date of such election being the "Effective Date"), which we anticipa |
