FORM 8-K
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2017
ARTISANAL BRANDS, INC.
(Exact name of registrant as specified in its charter)
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New York |
0-26112 |
41-1759882 |
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(State of Jurisdiction) |
(Commission File Number) |
(IRS Employer ID No.) |
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42 Forest Lane |
Bronxville, New York |
10708 |
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(Address of Principal Executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 914-441-3591
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Title of each class |
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Name of each exchange on which registered |
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Common Stock $.001 par value |
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OTC Electronic Bulletin Board |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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. ☐
Item 8.01 Other Events.
The company’s executive chairman resolved the outstanding long-disputed tax claim against the company as part of the new equity offering being contemplated to expand into company-owned Artisanal retail locations with a format of a cheese shop & café. The company will become a fully-reporting filer with the closing of the equity offering. The completion of the new equity offering will also trigger the transition of the company from a licensing company to an operating entity with a new direct-to-consumer business plan. The company will continue to service only select premium hospitality outlets as its sole business-to-business operation with all other revenues being generated by direct consumer sales online or through new company-owned retail outlets. The tax resolution adds to the shareholder loan conversion that was part of a previously announced agreement with early-stage investors to convert approximately $7 million of loans into common stock at $.30 per share at the closing of the equity offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARTISANAL BRANDS, INC. |
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By: |
/s/ Daniel W. Dowe |
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Daniel W. Dowe |
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Executive Chairman |
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| DATED: May 19, 2017 | |||
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