Current Report Filing (8-k)
July 19 2018 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 16, 2018
KUSH BOTTLES, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-55418
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46-5268202
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1800 Newport Circle, Santa Ana, CA
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92705
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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:
(714) 243-4311
(Former name or former 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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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.
x
Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth in Item 8.01
below is incorporated herein by reference
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As previously reported on the Current Report
on Form 8-K filed on May 4, 2017 by Kush Bottles, Inc. (the “Company”), the Company
and
KBCMP, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement of Merger (the “Merger
Agreement”) on May 1, 2017 with Lancer West Enterprises, Inc., Walnut Ventures, Jason Manasse and Theodore Nicols, pursuant
to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the
surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC (“CMP”). The Merger
Agreement provided that based on the performance of the CMP business during the one-year period following the closing, Messrs.
Manasse and Nicols would be entitled to receive up to an additional approximately 4.7 million shares of the Company’s common
stock (the “Earnout Shares”).
On
July 16, 2018, the Company issued an aggregate of 3,740,960 Earnout Shares to Messrs. Manasse and Nicols in accordance with the
terms of the Merger Agreement. The issuance of these shares was deemed to be exempt from registration under the Securities Act
of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act
and corresponding
provisions of California securities laws
.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KUSH BOTTLES, INC.
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(Registrant)
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July 19, 2018
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/s/ Nicholas Kovacevich
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(Date)
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Nicholas Kovacevich
Chairman and Chief Executive Officer
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