Below is the official 8K filed by RMHB concerning the LOI.
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): Spetember 9, 2016
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))
ITEM 8.01 Other Information
On September 9, 2016, a Letter of Intent (LOI) was executed between Rocky Mountain High Brands, Inc.(RMHB or the Company), Jerry Grisaffi, Founder, Chairman of the Board, and RHMB Control Person through his ownership of 1,000,000 Shares of RMHB’s Series A Preferred Stock, and Lily Li or assigns (collectively “Li”).
The Letter of Intent grants Li a binding option to purchase 100% of the Series A Preferred Stock from Grisaffi. Further, the LOI specifies that Li understands that when exercising this option, Li will have to contribute a sufficient amount of capital to RMHB to fund the Company to move forward in the implementation of its expansion plans.
Li, RMHB and Grisaffi agreed upon a 30 day due diligence period for the potential acquisition.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Letter of Intent
2
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: September 9, 2016
By: /s/ Michael R. Welch
Michael R. Welch
President & Chief Executive Officer
3
LETTER OF INTENT
THIS LETTER OF INTENT (herein so called) is entered into effective as of September 2, 2016 (the " Effective Date "
by and between ROCKY MOUNTAIN HIGH BRANDS, INC., a Nevada corporation, with a principal address of 9101 LBJ Freeway, Suite 200, Dallas, Texas 75243 ("RMHB", Jerry Grisaffi ("Grisaffi" and Lily Li or assigns (collectively "Li". Li, Grisaffi and RMHB are jointly referred to herein as the "Parties".
NOW, THEREFORE, the Parties agree as follows:
1. Basic Terms: RMHB and Li wish to explore the purchase by Li of the control block of Series A Preferred shares of RMHB. That control block is owned by Grisaffi;
a. Li desires to have a binding option to purchase said Series A shares at a price of $3,500,000.00 USD. Li understands that when exercising this option, Li will have to contribute a sufficient amount of capital to RMHB to fund the Company to move forward in the implementation of its expansion plans.
b. Li desires 30 days to conduct due diligence for such potential acquisition, with such binding option to expire on October 2, 2016.
c. RMHB and Grisaffi hereby grant such option and due diligence period set forth above.
d. The Parties understand that Jerry Grisaffi will remain with RMHB in whatever capacity is necessary if the option is exercised.
2. Confidentiality . Each party hereto agrees that it will provide the other party with information necessary to explore the viability of the business and terms contemplated by this Letter of Intent, and each party agrees that it will hold all such information obtained from the other as part of the due diligence process involved in negotiating and executing definitive legal documents in strict confidence and will not disclose any of such information to any other person or entity without the prior written approval of the disclosing party. Furthermore, each party agrees to refrain from using any such information of the disclosing party to its own benefit, for the benefit of a third party, or for a reason not contemplated by this Letter of Intent. Additionally, the terms and existence of this Letter of Intent shall be kept strictly confidential between the parties.
3. Governing Law; Venue . This Letter of Intent shall be interpreted, construed, governed, and enforced by and in accordance with the laws of the State of Texas. The parties agree that exclusive venue for any action or cause arising hereunder shall be in Dallas County, Texas, and they hereby consent to personal jurisdiction in such venue.
4. Amendment . This Letter of Intent may not be amended or modified except by a written instrument executed by each party's respective authorized representatives.
5. Counterparts . This Letter of Intent may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same agreement. The parties may sign facsimile copies of this Letter of Intent, which shall each be deemed originals.
6. Due Diligence and Definitive Documents . In consideration for the representations, warranties, agreements, and covenants set forth herein, the parties hereby agree that this Letter of Intent shall be binding upon each of them. Each party's obligation to move forward with the transaction contemplated herein shall be fully contingent upon the party's completion of satisfactory due diligence, and if at any time, such due diligence reveals any matter or issue that does not meet with the party's approval, such party may terminate its efforts and involvement with regard to the pursuit of this transaction .
IN WITNESS WHEREOF, the undersigned have set their hands effective as of the date of the last signature set forth below.
Lily Li or assigns:
/s/ Lily Li
9/9/2016
ROCKY MOUNTAIN HIGH BRANDS, INC.
By: /s/ Jerry Grisaffi
Jerry Grisaffi, Majority Shareholder
Jerry Grisaffi
/s/ Jerry Grisaffi
2
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): Spetember 9, 2016
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))
ITEM 8.01 Other Information
On September 9, 2016, a Letter of Intent (LOI) was executed between Rocky Mountain High Brands, Inc.(RMHB or the Company), Jerry Grisaffi, Founder, Chairman of the Board, and RHMB Control Person through his ownership of 1,000,000 Shares of RMHB’s Series A Preferred Stock, and Lily Li or assigns (collectively “Li”).
The Letter of Intent grants Li a binding option to purchase 100% of the Series A Preferred Stock from Grisaffi. Further, the LOI specifies that Li understands that when exercising this option, Li will have to contribute a sufficient amount of capital to RMHB to fund the Company to move forward in the implementation of its expansion plans.
Li, RMHB and Grisaffi agreed upon a 30 day due diligence period for the potential acquisition.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Letter of Intent
2
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: September 9, 2016
By: /s/ Michael R. Welch
Michael R. Welch
President & Chief Executive Officer
3
LETTER OF INTENT
THIS LETTER OF INTENT (herein so called) is entered into effective as of September 2, 2016 (the " Effective Date "
by and between ROCKY MOUNTAIN HIGH BRANDS, INC., a Nevada corporation, with a principal address of 9101 LBJ Freeway, Suite 200, Dallas, Texas 75243 ("RMHB", Jerry Grisaffi ("Grisaffi" and Lily Li or assigns (collectively "Li". Li, Grisaffi and RMHB are jointly referred to herein as the "Parties". NOW, THEREFORE, the Parties agree as follows:
1. Basic Terms: RMHB and Li wish to explore the purchase by Li of the control block of Series A Preferred shares of RMHB. That control block is owned by Grisaffi;
a. Li desires to have a binding option to purchase said Series A shares at a price of $3,500,000.00 USD. Li understands that when exercising this option, Li will have to contribute a sufficient amount of capital to RMHB to fund the Company to move forward in the implementation of its expansion plans.
b. Li desires 30 days to conduct due diligence for such potential acquisition, with such binding option to expire on October 2, 2016.
c. RMHB and Grisaffi hereby grant such option and due diligence period set forth above.
d. The Parties understand that Jerry Grisaffi will remain with RMHB in whatever capacity is necessary if the option is exercised.
2. Confidentiality . Each party hereto agrees that it will provide the other party with information necessary to explore the viability of the business and terms contemplated by this Letter of Intent, and each party agrees that it will hold all such information obtained from the other as part of the due diligence process involved in negotiating and executing definitive legal documents in strict confidence and will not disclose any of such information to any other person or entity without the prior written approval of the disclosing party. Furthermore, each party agrees to refrain from using any such information of the disclosing party to its own benefit, for the benefit of a third party, or for a reason not contemplated by this Letter of Intent. Additionally, the terms and existence of this Letter of Intent shall be kept strictly confidential between the parties.
3. Governing Law; Venue . This Letter of Intent shall be interpreted, construed, governed, and enforced by and in accordance with the laws of the State of Texas. The parties agree that exclusive venue for any action or cause arising hereunder shall be in Dallas County, Texas, and they hereby consent to personal jurisdiction in such venue.
4. Amendment . This Letter of Intent may not be amended or modified except by a written instrument executed by each party's respective authorized representatives.
5. Counterparts . This Letter of Intent may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same agreement. The parties may sign facsimile copies of this Letter of Intent, which shall each be deemed originals.
6. Due Diligence and Definitive Documents . In consideration for the representations, warranties, agreements, and covenants set forth herein, the parties hereby agree that this Letter of Intent shall be binding upon each of them. Each party's obligation to move forward with the transaction contemplated herein shall be fully contingent upon the party's completion of satisfactory due diligence, and if at any time, such due diligence reveals any matter or issue that does not meet with the party's approval, such party may terminate its efforts and involvement with regard to the pursuit of this transaction .
IN WITNESS WHEREOF, the undersigned have set their hands effective as of the date of the last signature set forth below.
Lily Li or assigns:
/s/ Lily Li
9/9/2016
ROCKY MOUNTAIN HIGH BRANDS, INC.
By: /s/ Jerry Grisaffi
Jerry Grisaffi, Majority Shareholder
Jerry Grisaffi
/s/ Jerry Grisaffi
2
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