Current Report Filing (8-k)
April 14 2020 - 4:50PM
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): April 8, 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 200; 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 April 8, 2020, our Board of Directors approved
our entry into a Consulting Agreement (the “Agreement”) with Eagle Processing & Distribution, Inc. (“Eagle”).
Under the Agreement, Eagle has agreed to assume responsibility for all of our operations on a best-efforts basis for an initial
term of three (3) years. Eagle’s responsibilities will include financing or assisting in arranging for financing of all production,
purchase orders and inventory; sales and distribution; marketing; logistics and order fulfillment; production of all of our products;
inventory management and coordination; customer service; risk management, and other matters as set forth in the Agreement.
As compensation, Eagle was issued
50,000,000 Rule 144 restricted shares of our common stock for services to be rendered during the initial eight (8) months of
the Agreement. Compensation for the remainder of the term of the Agreement will be negotiated and agreed upon prior to the
expiration of the initial eight months. The Agreement will allow us to eliminate or reduce certain of our overhead costs
relating to wages, contractors, insurance costs, rent, storage, and logistics, as these costs will be borne by Eagle under
the Agreement. We are still assessing the dollar impact of these savings.
Section 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity Securities
Issuance to Eagle Processing & Distribution,
Inc.
As discussed above, we issued 50,000,000
Rule 144 restricted shares of our common stock as the initial compensation paid to Eagle under the Agreement. These shares
were issued in a private transaction to a single entity, and we did not engage in any general solicitation or advertising in
connection with the issuance. Accordingly, the stock issuance to Eagle was exempt from registration under Section 4(a)(2) of
the Securities Act.
Compensatory Issuances to Officers, Directors,
and Employees.
On April 13, 2020, our board of directors
approved the issuance of a total of 23,500,000 Rule 144 restricted shares as compensation to a total of seven officers,
directors, employees, and contractors. These issuances were made, in part, to compensate for delays in remitting cash
compensation due and owing. The share issuances to our named officers and directors were as follows:
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Dean Blythe
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750,000
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David Seeberger
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7,000,000
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Jens Mielke
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7,000,000
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Michael Welch
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7,000,000
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These shares were issued in private transactions
to our officers, directors, employees, and contractors, and we did not engage in any general solicitation or advertising in connection
with the issuances. Accordingly, these compensatory stock issuances were 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:
April 14, 2020
By:
/s/ Michael Welch
Michael Welch
Chief
Executive Officer
Rocky Mountain High Brands (PK) (USOTC:RMHB)
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