DALLAS, Aug. 01, 2018 (GLOBE NEWSWIRE) -- Rocky Mountain High Brands, Inc. (OTCQB: RMHB), a fully reporting lifestyle brand management company specializing in high-quality health and wellness products, announced today that the Company has entered into new agreements with GHS Investments, LLC ("GHS"
which will lower the Company's financing costs, and improve the terms of our remaining convertible notes with GHS.
Michael Welch, President and Chief Executive Officer of Rocky Mountain High Brands, stated, "We have been very pleased with our relationship with GHS. They helped us during a period when we had very few options because of litigation that the former Chairman of the Board had brought against the original investor in the Company. With the help of GHS:
-- We were able to secure funding to settle the Roy Meadows litigation,
paving the way to other funding mechanisms for the Company.
-- We reduced our convertible debt from $3,534,874 on September 30, 2017 to
$1,409,929 on July 31, 2018, which includes $563,450 in principal and
$46,540 in accrued interest through July 31, 2018 disputed in litigation
with the former Chairman and others.
-- We avoided potential dilution of approximately 1.5 billion shares by
eliminating this convertible debt.
Mr. Welch continued, "During the fall of 2017, the Company increased its authorized shares from 950 million shares to 4 billion shares for the following reasons:
-- The 950 million shares authorized prior to the increase were not
sufficient to cover the 2017 fourth quarter conversions of convertible
debt issued when the former Chairman was in control of the Company.
-- The Company needed additional shares to fund itself with equity financing
versus convertible debt under its initial agreement with GHS.
-- The Company wanted future unused authorized shares set aside for
acquisitions.
It is important to note that just because authorized shares have been increased to 4 billion, it does not mean that we will issue 4 billion shares.
During the same time period, outstanding shares grew from 793,266,046 to 1,648,881,643. The chart below shows the allocation of the shares issued."
% Potential
Analysis of Common Shares Issued from
7/1/17 to 7/31/18 Shares of Dilution
Issued Increase Avoided *
Roy Meadows Legal Settlement
Shares Issued Directly to Roy
Meadows 45,000,000 5% 94,721,315
Aged Debt Assigned to GHS to
Compensate Them for $1,000,000
Cash Payment to Roy Meadows 222,797,576 26% 1,385,089,000
Total Shares Issued in Conjunction
with Roy Meadows Settlement 267,797,576 31% 1,479,810,315
Convertible Note Conversions - Notes
Entered Into Prior to 6/30/17 282,913,435 34%
GHS Puts-Used to Provide Working
Capital to the Company 250,000,000 29%
Employee Services Rendered 42,968,215 5%
Vendor Services Rendered 11,936,371 1%
Total Increase in Shares Outstanding 855,615,597 100%
* Based on contractual conversion rates applied to
the total of principal and accrued interest and outstanding
warrants.
Mr. Welch continued, "As you can see by reviewing the analysis prepared by our Chief Financial Officer, Jens Mielke, a total of 550,711,011 shares, or 65% of the total, were issued as a result of either the Roy Meadows settlement or convertible note conversions for convertible notes that the Company was forced to enter into when the former Chairman was in control of the Company. Of the remaining shares issued, 250,000,000, or 29% of the total were issued to GHS as Puts and were used to provide working capital to the Company, 42,968,215, or 5% of the total were issued for employee services rendered in lieu of cash, and 11,936,371, or 1% of the total were issued as vendor services rendered."
Mr. Welch concluded, "The Company will continue to lower its financing costs moving forward. As the new HEMPd products reach their potential in the market and our Private Label business launches, we expect to experience positive cash flow operations and will be less reliant on equity financing."
which will lower the Company's financing costs, and improve the terms of our remaining convertible notes with GHS. Michael Welch, President and Chief Executive Officer of Rocky Mountain High Brands, stated, "We have been very pleased with our relationship with GHS. They helped us during a period when we had very few options because of litigation that the former Chairman of the Board had brought against the original investor in the Company. With the help of GHS:
-- We were able to secure funding to settle the Roy Meadows litigation,
paving the way to other funding mechanisms for the Company.
-- We reduced our convertible debt from $3,534,874 on September 30, 2017 to
$1,409,929 on July 31, 2018, which includes $563,450 in principal and
$46,540 in accrued interest through July 31, 2018 disputed in litigation
with the former Chairman and others.
-- We avoided potential dilution of approximately 1.5 billion shares by
eliminating this convertible debt.
Mr. Welch continued, "During the fall of 2017, the Company increased its authorized shares from 950 million shares to 4 billion shares for the following reasons:
-- The 950 million shares authorized prior to the increase were not
sufficient to cover the 2017 fourth quarter conversions of convertible
debt issued when the former Chairman was in control of the Company.
-- The Company needed additional shares to fund itself with equity financing
versus convertible debt under its initial agreement with GHS.
-- The Company wanted future unused authorized shares set aside for
acquisitions.
It is important to note that just because authorized shares have been increased to 4 billion, it does not mean that we will issue 4 billion shares.
During the same time period, outstanding shares grew from 793,266,046 to 1,648,881,643. The chart below shows the allocation of the shares issued."
% Potential
Analysis of Common Shares Issued from
7/1/17 to 7/31/18 Shares of Dilution
Issued Increase Avoided *
Roy Meadows Legal Settlement
Shares Issued Directly to Roy
Meadows 45,000,000 5% 94,721,315
Aged Debt Assigned to GHS to
Compensate Them for $1,000,000
Cash Payment to Roy Meadows 222,797,576 26% 1,385,089,000
Total Shares Issued in Conjunction
with Roy Meadows Settlement 267,797,576 31% 1,479,810,315
Convertible Note Conversions - Notes
Entered Into Prior to 6/30/17 282,913,435 34%
GHS Puts-Used to Provide Working
Capital to the Company 250,000,000 29%
Employee Services Rendered 42,968,215 5%
Vendor Services Rendered 11,936,371 1%
Total Increase in Shares Outstanding 855,615,597 100%
* Based on contractual conversion rates applied to
the total of principal and accrued interest and outstanding
warrants.
Mr. Welch continued, "As you can see by reviewing the analysis prepared by our Chief Financial Officer, Jens Mielke, a total of 550,711,011 shares, or 65% of the total, were issued as a result of either the Roy Meadows settlement or convertible note conversions for convertible notes that the Company was forced to enter into when the former Chairman was in control of the Company. Of the remaining shares issued, 250,000,000, or 29% of the total were issued to GHS as Puts and were used to provide working capital to the Company, 42,968,215, or 5% of the total were issued for employee services rendered in lieu of cash, and 11,936,371, or 1% of the total were issued as vendor services rendered."
Mr. Welch concluded, "The Company will continue to lower its financing costs moving forward. As the new HEMPd products reach their potential in the market and our Private Label business launches, we expect to experience positive cash flow operations and will be less reliant on equity financing."
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