Current Report Filing (8-k)
27 December 2019 - 8:04AM
Edgar (US Regulatory)
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): December 20, 2019
ROCKY
MOUNTAIN HIGH BRANDS, INC.
(Exact
name of the registrant as specified in its charter)
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Nevada
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000-55609
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90-0895673
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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9101
LBJ Freeway, Suite 200; Dallas, TX
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75243
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity
Securities
On December 20, 2019, our board of directors
approved the issuance of 10,000 shares of our newly designated Series G Preferred Stock to our COO, Charles Smith. These shares
were issued to Mr. Smith as a partial payment, in the amount of $10,000, of certain sums owing for accrued compensation due to
Mr. Smith. The rights, preferences, and terms of the Series G Preferred Stock are described below.
SECTION 5 – Corporate Governance
and Management
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On December 20, 2019, our board of directors
approved a Certificate of Designation for our newly designated Series G Preferred Stock. The class of Series G Preferred Stock
consists of 10,000 shares. Each share of Series G Preferred Stock will automatically convert to fifty (50) shares of common stock
immediately following the effectiveness of an amendment to our Articles of Incorporation increasing the amount of our authorized
capital stock. Series G Preferred Stock shall have the right to cast twenty thousand (20,000) votes for every one (1) share of
Series G Preferred Stock on any and all proposals to amend our Articles of Incorporation to increase the authorized capital stock
of the company. The holders of Series G Preferred Stock shall have no other voting rights.
The Certificate of Designation is filed
herewith and should be reviewed in its entirety for further information.
SECTION 8 – Other Events
Item 8.01 – Other Events
On December 20, 2019, our board of directors
and Mr. Smith, acting pursuant to the special voting rights accruing under the Series G Preferred Stock, approved an amendment
to our Articles of Incorporation increasing our authorized common stock to 1,000,000,000 shares. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, this amendment will not be implemented until a date at least 20 days after the date
on which an Information Statement on Schedule 14C has been mailed to our shareholders. Upon legal effectiveness of the amendment
to our Articles of Incorporation, Mr. Smith’s Series G Preferred Stock will automatically convert to 500,000 shares of common
stock pursuant to the terms of the Certificate of Designation.
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Item 9.01
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Financial Statements and Exhibits
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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:
December 26, 2019
By:
/s/ Michael R. Welch
Michael
R. Welch
President
and Chief Executive Officer
Rocky Mountain High Brands (PK) (USOTC:RMHB)
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