Current Report Filing (8-k)
May 21 2020 - 4:30PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 18, 2020
ROCKY
MOUNTAIN HIGH BRANDS, INC.
(Exact
name of the registrant as specified in its charter)
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Nevada
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000-55609
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90-0895673
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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9101
LBJ Freeway, Suite 420; Dallas, TX
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75243
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 800-260-9062
______________________________________________________
(Former
name or address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Section 1 – Registrant’s Business
and Operations
Item 1.01 Entry Into a Material Definitive
Agreement
On May 18, 2020 our Board
of Directors approved a Settlement Agreement and Release (the “Agreement”) with Texas Wellness Center, Inc. (“TWC”).
Under contract with TWC, we supplied approximately 200,000 cans of Green Lotus Sparkling Water to TWC. In producing these canned
beverages, we received ingredients from TWC and purchased 200,000 can bodies and lids from Berlin Packaging. We delivered the canned
beverages and TWC made payment to us of $246,779.52 against the total price of $322,000. In addition, the ingredients supplied
by TWC had a value of approximately $150,000. After delivery of the cans of sparkling water, they were found to be leaking and
were unsaleable by TWC.
Under the Agreement, we
settled all claims by TWC relating to this incident on the following material terms:
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We agreed to issue 17,500,000
shares of our common stock to TWC and/or its affiliated designees;
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We agreed to pay TWC
30% of any recovery we may obtain from Berlin Packing and/or its suppliers in the future;
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We agreed to indemnify
TWC for any third-party claims related to the incident in excess of $10,000; and
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We exchanged mutual releases
with TWC.
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The foregoing is a summary of the material
terms of the Agreement, which should be reviewed in its entirety for additional information.
Section 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity Securities
The 17,500,000 shares of common stock to be
issued to TWC in connection with the Agreement, as described above, were issued in a private transaction to a single entity. We
did not engage in any general solicitation or advertising in connection with this issuance. Accordingly, the stock issuance as
described above was exempt from registration under Section 4(a)(2) of the Securities Act.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned hereunto duly authorized.
ROCKY
MOUNTAIN HIGH BRANDS, INC.
Date:
May 21, 2020
By:
/s/ David Seeberger
David Seeberger
Chief
Executive Officer
Rocky Mountain High Brands (PK) (USOTC:RMHB)
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