OFFICIAL PR! Rocky Mountain High Brands Announc
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Posted On: 09/04/2018 9:22:18 AM
OFFICIAL PR!
Rocky Mountain High Brands Announces Judgment Against Former Chairman of the Board Jerry Grisaffi
DALLAS, Sept. 04, 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 on August 30, 2018, the District Court for Dallas County, Texas (the "Court"
entered a final judgment and order in the Company's favor and against Jerry Grisaffi ("Grisaffi" in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. v. Jerry Grisaffi, et al; Case Number DC-17-15441.
In that case, the Company had been seeking the return of Series A Preferred Stock ("Series A" issued to Grisaffi, the former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. The Company alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. The Company had been seeking to void the Indemnification and Release Agreement ("Indemnification" between the Company and Grisaffi that was executed in June 2017.
Previously, on August 3, 2018, the Court entered an order dismissing Grisaffi's derivative claims in the case.
Under the Court's Default Judgment:
1. The Court entered a monetary judgment against Grisaffi
and in favor of the Company in the amount of $3,500,000
for fraud, breach of fiduciary duty, and conversion
with respect to the Series A preferred stock.
2. The Court declared that the Employment Agreement with
Grisaffi dated April 1, 2013 was void ab initio and
unenforceable, and that all stock and promissory notes
issued in connection with the Employment Agreement
were also void ab initio and of no force and effect,
including but not limited to:
1. The 1,000,000 shares of Series A Preferred Stock
issued to Grisaffi;
2. The Convertible Promissory Note issued to Grisaffi in
the principal amount of $184,300 dated April 1, 2016;
and
3. The Convertible Promissory Note issued to Grisaffi in
the principal amount of $200,150.20 dated June 19,
2017.
3. The Court declared that Grisaffi's sale of the Series
A Preferred Stock to LSW Holdings, LLC was made with
actual intent to hinder, delay, or defraud creditors
and was thus a fraudulent transfer under Texas law.
4. The Court declared that the issuance of 10,000,000
shares of common stock to Lily Li and the 11,000,000
shares of common stock issued to Epic One Group, LLC
were made without lawful consideration, and constituted
breaches of fiduciary duty by Grisaffi.
5. The Court declared that an Indemnification was procured
through fraud and breach of fiduciary duty and is
therefore void and unenforceable.
6. The Court ruled that Grisaffi shall take nothing by
his counterclaims in the case.
Finally, the Court ruled that the Company's continuing claims against the other defendants in the case are to be severed and docketed under a separate cause of action and case number. The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi.
The Company will continue to vigorously pursue its claims against the other defendants in the case.
The Company filed a Form 8-K on August 31, 2018. To view the file, click on the link below:
https://www.sec.gov/Archives/edgar/data/16708...inbody.htm
Rocky Mountain High Brands Announces Judgment Against Former Chairman of the Board Jerry Grisaffi
DALLAS, Sept. 04, 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 on August 30, 2018, the District Court for Dallas County, Texas (the "Court"
entered a final judgment and order in the Company's favor and against Jerry Grisaffi ("Grisaffi" in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. v. Jerry Grisaffi, et al; Case Number DC-17-15441. In that case, the Company had been seeking the return of Series A Preferred Stock ("Series A"
issued to Grisaffi, the former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. The Company alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. The Company had been seeking to void the Indemnification and Release Agreement ("Indemnification" between the Company and Grisaffi that was executed in June 2017. Previously, on August 3, 2018, the Court entered an order dismissing Grisaffi's derivative claims in the case.
Under the Court's Default Judgment:
1. The Court entered a monetary judgment against Grisaffi
and in favor of the Company in the amount of $3,500,000
for fraud, breach of fiduciary duty, and conversion
with respect to the Series A preferred stock.
2. The Court declared that the Employment Agreement with
Grisaffi dated April 1, 2013 was void ab initio and
unenforceable, and that all stock and promissory notes
issued in connection with the Employment Agreement
were also void ab initio and of no force and effect,
including but not limited to:
1. The 1,000,000 shares of Series A Preferred Stock
issued to Grisaffi;
2. The Convertible Promissory Note issued to Grisaffi in
the principal amount of $184,300 dated April 1, 2016;
and
3. The Convertible Promissory Note issued to Grisaffi in
the principal amount of $200,150.20 dated June 19,
2017.
3. The Court declared that Grisaffi's sale of the Series
A Preferred Stock to LSW Holdings, LLC was made with
actual intent to hinder, delay, or defraud creditors
and was thus a fraudulent transfer under Texas law.
4. The Court declared that the issuance of 10,000,000
shares of common stock to Lily Li and the 11,000,000
shares of common stock issued to Epic One Group, LLC
were made without lawful consideration, and constituted
breaches of fiduciary duty by Grisaffi.
5. The Court declared that an Indemnification was procured
through fraud and breach of fiduciary duty and is
therefore void and unenforceable.
6. The Court ruled that Grisaffi shall take nothing by
his counterclaims in the case.
Finally, the Court ruled that the Company's continuing claims against the other defendants in the case are to be severed and docketed under a separate cause of action and case number. The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi.
The Company will continue to vigorously pursue its claims against the other defendants in the case.
The Company filed a Form 8-K on August 31, 2018. To view the file, click on the link below:
https://www.sec.gov/Archives/edgar/data/16708...inbody.htm
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