YERBF Yerbae Brands Corporation (QX)

 

 

UNITED STATES

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): September 26, 2024

 

YERBAÉ BRANDS CORP.

(Exact name of registrant as specified in charter)

 

British Columbia, Canada		000-56654		85-2611392
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employer Identification No.)

 

18801 N Thompson Peak Pkwy, Suite 380
Scottsdale, AZ 85255
(Address of principal executive offices)

 

480.471.8391

(Registrant’s telephone number, including area code)

 

N/A

(Former Name and Address)

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		N/A

 

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 ☒

 

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. ☐

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

We entered into an agreement (the “Loan Agreement”), dated September 16, 2024, with a private arm’s length investor (the “Investor”), whereby the Investor agreed to loan an aggregate of up to US$500,000 (the “Investor Loan”) to our company, with an original issue discount of US$40,000. The Loan Agreement matures (the “Maturity Date”) on August 16, 2025, or such other date as the parties may mutually agree in writing. The Investor Loan is interest free and payable on the Maturity Date. In the event of the occurrence of an event of default (including our company ceasing, or threatening to cease, to carry on our business as the same is conducted by our company from time to time and the occurrence of certain proceedings, such as bankrtupcy, insolvency or other similar proceedings), on demand of the Investor, the loan will immediately become due and payable.

 

Item 7.01 Regulation FD Disclosure.

 

A copy of our news release dated September 25, 2024 is furnished herewith as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

d. Exhibits

 

Exhibit Number		Description
99.1		News Release dated September 26, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	YERBAÉ BRANDS CORP.
Dated: September 26th, 2024	By	/s/ Todd Gibson
		Todd Gibson, Chief Executive Officer

 

 

Exhibit 99.1

 

YERBAÉ BRANDS CORP.

 

ANNOUNCES LOAN AGREEMENTS COMBINED FOR $1.62 MILLION LED BY

KARRIE GIBSON CO-FOUNDER OF YERBAÉ

 

VANCOUVER, BC – September 26, 2024 – Yerbaé Brands Corp. (TSX-V: YERB.U; OTCQX: YERBF) (“Yerbaé” or the “Company”), a plant-based energy beverage company, is pleased to announce that it has secured over US$1.62M in loan financing to support the Company’s operations and growth initiatives, as further detailed below.

 

The Company entered into an agreement (the “Agreement”) with Maximcash Solutions LLC (“Maximcash”), dated July 5, 2024, whereby Maximcash agreed to loan US$750,000 (the “Loan”) to the Company for a period of twelve (12) months and is payable in 24 bi-weekly payments. As additional consideration for the Loan, the Company agreed to issue US$75,000 worth of common shares (each, a “Share”) in the capital of the Company to Maximcash. Accordingly, the Company has agreed to issue 214,285 Shares at a deemed price of $0.35 per Share subject to the approval of the TSX Venture Exchange.

 

In addition, the Company is pleased to announce that it has entered into an agreement (the “Loan Agreement”), dated September 16, 2024, with a private arm’s length investor (the “Investor”), whereby the Investor agreed to loan an aggregate of up to US$500,000 (the “Investor Loan”) to the Company, with an original issue discount of $40,000. The Loan Agreement matures (the “Maturity Date”) on August 16, 2025, or such other date as the parties may mutually agree in writing. The Investor Loan is interest free and payable on the Maturity Date.

 

The Company also announces that it has entered into an agreement (the “Gibson Agreement”), dated July 15, 2024, with Karrie Gibson, the Chief Financial Officer and a director of the Company, whereby Ms. Gibson agreed to loan an aggregate of up to US$330,000 (the “Gibson Loan”) to the Company, with an original issue discount of $300,000. The Gibson Agreement matures (the “Gibson Maturity Date”) on June 15, 2025, or such other date as the parties may mutually agree in writing. The Gibson Loan is interest free and payable on the Gibson Maturity Date.

 

The Company also announces that it has entered into a loan agreement (the “Dratt Agreement”), dated August 26, 2024, with Andrew Dratt, a director of the Company, whereby Mr. Dratt agreed to loan an aggregate of US$24,000 (the “Dratt Loan”) to the Company, with an original issue discount of US$20,000. The Dratt Agreement matures (the “Dratt Maturity Date”) on the date that is six (6) months from the date of the Dratt Agreement or such other date as the parties mutually agree upon. The Dratt Loan is interest free and payable on the Dratt Maturity Date.

 

 

The Company also announces that it has entered into a loan agreement (the “BEA Agreement”), dated August 26, 2024, with BEA Investments, LLC (“BEA”), a company located in Chicago, IL, whereby BEA agreed to loan an aggregate of US$60,000 (the “BEA Loan”) to the Company, with an original issue discount of US$50,000. The BEA Agreement matures (the “BEA Maturity Date”) on the date that is six (6) months from the date of the BEA Agreement or such other date as parties mutually agree upon. The BEA Loan is interest free and payable on the BEA Maturity Date.

 

The participation of Ms. Gibson, as the Chief Financial Officer of the Company, and Mr. Dratt, as a director of the Company, in the aforementioned loan transactions each constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Gibson Agreement and Dratt Agreement are exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Gibson Loan and Dratt Loan, respectively, will not exceed 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the anticipated closing date as the Company wished to close the transactions on an expedited basis for sound business reasons.

 

About Yerbaé

 

Yerbaé Brands Corp. (TSX-V: YERB.U; OTCQX: YERBF) makes great-tasting energy beverages with yerba made and other premium, plant-based ingredients. All Yerbaé energy beverages are zero calorie, zero sugar, non-GM), vegan, ket-friendly, paleo-approved, gluten free and diabetic-friendly. Founded in Scottsdale, AZ in 2017, Yerbaé seeks to disrupt the energy beverage marketplace by offering a no-compromise energy solution, with input and support from its recently-announced Yerbaé Advisory Board, Sports and Entertainment. Find us @DrinkYerbae on Instragram, Facebook, Twitter/X and TikTok, or online at https://yerbae.com

 

On Behalf of the Board of Directors

 

“Todd Gibson”

 

Todd Gibson, Chief Executive Officer and Co-Founder

 

Contact Information:

 

For investors, investors@yerbae.com or 480,471.8391

 

To reach CEO Todd Gibson, todd@yerbae.com or 480.471.8391

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

v3.24.3

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Entity File Number	000-56654
Entity Registrant Name	YERBAE BRANDS CORP.
Entity Central Index Key	0001978133
Entity Tax Identification Number	85-2611392
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	18801 N Thompson Peak Pkwy
Entity Address, Address Line Two	Suite 380
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	471.8391
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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