8k filed
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): July 5, 2017
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))
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 5, 2017, we amended the Certificate of Designation for our Series A Preferred Stock. The amendment changes the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred Stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by our board directors and the holder of our Series A Preferred Stock.
The Amendment to Certificate of Designation is filed herewith.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Amendment to Certificate of Designation for Series A Preferred Stock
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: July 6, 2017
By: /s/ Michael R. Welch
Michael R. Welch
President and Chief Executive Officer
3
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
Rocky Mountain High Brands
2. Stockholder approval pursuant to statute has been obtained.
3. The class or series of stock being amended:
Series A Preferred Stock
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
The ratio for conversion of shares of Series A Preferred Stock to shares of common stock, as set forth in Section 4(a) of the Certificate of Designation, is hereby amended to 100 shares of common stock for each share of Series A Preferred Stock.
5. Effective date of filing: (optional)
6. Signature: (required)
X /s/ Michael Welch
Signature of Officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State NRS Amend Designation - After
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): July 5, 2017
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))
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 5, 2017, we amended the Certificate of Designation for our Series A Preferred Stock. The amendment changes the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred Stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by our board directors and the holder of our Series A Preferred Stock.
The Amendment to Certificate of Designation is filed herewith.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Amendment to Certificate of Designation for Series A Preferred Stock
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: July 6, 2017
By: /s/ Michael R. Welch
Michael R. Welch
President and Chief Executive Officer
3
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
Rocky Mountain High Brands
2. Stockholder approval pursuant to statute has been obtained.
3. The class or series of stock being amended:
Series A Preferred Stock
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
The ratio for conversion of shares of Series A Preferred Stock to shares of common stock, as set forth in Section 4(a) of the Certificate of Designation, is hereby amended to 100 shares of common stock for each share of Series A Preferred Stock.
5. Effective date of filing: (optional)
6. Signature: (required)
X /s/ Michael Welch
Signature of Officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State NRS Amend Designation - After
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