Rocky Mountain High Brands Announces Judgment
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Posted On: 09/04/2018 9:51:46 AM
Rocky Mountain High Brands Announces Judgment Against Former Chairman of the Board Jerry Grisaffi
GlobeNewswire•September 4, 2018
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:
The 1,000,000 shares of Series A Preferred Stock issued to Grisaffi;
The Convertible Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and
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
About Rocky Mountain High Brands:
ROCKY MOUNTAIN HIGH BRANDS, INC., (RMHB) is a publicly-traded, lifestyle brand management company that markets “good for you” products to health-conscious consumers.
We are committed to empowering, motivating and inspiring healthy lifestyle habits that create a positive impact on everyday people. We reach those people with our brand messages and change people’s lives with our products. Our products inspire people to choose wellness and healthy lifestyles.
Our mission is to help people live more productive and healthier lives.
The Company currently markets a lineup of two naturally flavored hemp-infused functional beverages under the name Rocky Mountain High. RMHB also bottles and distributes a naturally high alkaline spring water under the name Eagle Spirit Spring Water. In March 2018, the Company launched its HEMPd product line, which currently consists of CBD-infused topicals and nutraceuticals. The Company will introduce a line of CBD-infused functional beverages in the fourth quarter. The Company recently acquired FitWhey, a unique water-based protein drink that is naturally sweetened, flavored and colored that combines the highest quality whey protein isolate with caffeine. RMHB continues to be innovative through R&D and bringing new products to market.
Our vision is to create and sell “good for you” products that touch people in fun, unique and relevant ways.
For interested investors, our stock symbol is RMHB.
For corporate information, please visit: RockyMountainHighBrands.com
Facebook: https://www.facebook.com/rockymountainhighbrands?fref=nf
Contact:
Michael Welch, President and Chief Executive Officer
michael@rockymountainhighbrands.com
Investor Relations:
David Seeberger, Vice President and General Counsel
Phone: (972) 833-1585
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