Current Report Filing (8-k)
March 02 2020 - 6:06AM
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): February 27, 2020
ROCKY
MOUNTAIN HIGH BRANDS, INC.
(Exact
name of the registrant as specified in its charter)
Nevada
|
000-55609
|
90-0895673
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
|
(I.R.S. Employer
Identification No.)
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9101
LBJ Freeway, Suite 200; Dallas, TX
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75243
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(Address
of principal executive offices)
|
(Zip
Code)
|
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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[ ]
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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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[ ]
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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 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity Securities
On February 27, 2020, we issued a total of
11,000 shares of our newly-designated Series H Preferred Stock to 1 subscribers at the stated value of $1,000 per share for a total
of $11,000 in subscription proceeds. The rights and features of our Series H Preferred Stock are described under Item 5.03, below.
This issuance was exempt under Rule 506(c) under Regulation D. All investors in the offering of Series H Preferred Stock have been
verified to be “accredited investors” as defined in Rule 501 under Regulation D.
SECTION 5 – Corporation Governance
and Management
Item 5.03 Amendments to Articles of Incorporation
or Bylaws
On February 27, 2020, our Board of Directors
approved the designation of a new class of Series H Preferred Stock consisting of 5,000 shares, stated value $1,000 per share.
Holder of Series H Preferred Stock are entitled to receive dividends at the rate of 14% of the stated value to be paid quarterly
in arrears. Dividends may be paid, at our option, in the form of cash or common stock valued at the conversion price for Series
H Preferred Stock. All shares of Series H Preferred Stock are convertible at the option of the holder to shares of common stock
at a price equal to 120% of the volume weighted average price for our common stock during the 5 trading days preceding the conversion
date. All conversions are limited such that no holder of Series H Preferred Stock may effect conversion that would result in the
holder owning more than 4.99% of our common stock.
At any time following one (1) year from issuance,
all shares of Series H Preferred Stock may, at our option, be redeemed by the payment of: (i) cash, (ii) common stock valued at
the conversion price then in effect, or (iii) a combination thereof. At two (2) years following the issue date, all shares of Series
H Preferred Stock then outstanding will automatically convert to shares of our common stock at the conversion price then in effect.
Shares of Series H Preferred Stock are entitled
to vote on an as-if-converted basis on all matters submitted to a vote of our shareholders. With respect to rights upon liquidation,
winding up, or dissolution, shares of Series H Preferred Stock rank junior to our Series F Convertible Preferred Stock and senior
to our common stock and any other previously issued classes of preferred stock.
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:
February 28, 2020
By:
/s/ Jens Mielke
Jens Mielke
Chief Financial Officer
Rocky Mountain High Brands (PK) (USOTC:RMHB)
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