Current Report Filing (8-k)

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
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

9101 LBJ Freeway, Suite 200; Dallas, TX	75243
(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):

 

[ ]	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))

 

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

 

Exhibit No.	Description
3.1	Certificate of Designation for Series H Preferred Stock

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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

 

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