RMHB Rocky Mountain High Brands Inc (PK)

Item 1.01 Entry Into a Material Definitive Agreement

On May 4, 2020 our Board of Directors approved our agreement to acquire a commercial bottling operation in Plano, Texas under the terms of an Asset Purchase Agreement (the “Agreement”) with Raw Pharma, LLC (“Raw Pharma”). The acquisition was made through our newly formed subsidiary, Rocky Mountain Productions, Inc. The assets acquired include extensive fixtures, machinery, and other equipment. The facility is 20,000 square feet, with another 15,000 square feet of adjacent space available. Our plan is to use the facility to continue co-packing our beverages, the beverages of our private label clients, and to start a new line of hand sanitizer filling business.

The purchase price for the assets consists of a combination of cash, common stock, and assumption of indebtedness, including:

Until the entire purchase price is paid in full, the assets acquired will be subject to a security interest in favor of Raw Pharma. In addition, we have agreed to employ two of Raw Pharma’s key employees for not less than three months, and to grant both of these employees 100,000 shares of restricted stock.

Expansion plans for the plant include adding an additional production line for hand sanitizer for 2, 4, 6, 8, and 16-ounce bottles. This includes a labeler, a shrink sleeve with a steamer, and a capper. We also need to add a pallet wrapper to the facility. On the current shot production line that has been retrofitted to accommodate hand sanitizer production, we need to add capacity to augment the production of 2, 4, 6, 8, and 16-ounce bottles. We also need to add a shrink wrap for cases. Additional capital needs to acquire and install the equipment listed above are estimated to be approximately $500,000.

We intend to fund the cash payments required under the agreement with Raw Pharma, as well as the cash needed to buy the additional equipment described above, from the expected cash flow provided by the operations of the facility. In the event that cash flow from the facility’s operations is insufficient to meet our payment obligations or to fund our additional equipment needs, we will be required to secure sufficient additional debt and/or equity financing arrangements to meet these needs. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.