Attached files
UNITED STATES
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 12,
2017
|
LEVEL BRANDS, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
North Carolina
|
001-38299
|
47-3414576
|
|
(State or other jurisdiction of incorporation or
organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
4521 Sharon Road, Suite 407, Charlotte, NC 28211
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-5800
|
not applicable
|
|
(Former name or former 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):
☐
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 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 ☑
|
|
If an
emerging growth company, indicate by checkmark 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 1.01.
Entry into a Material Definitive Agreement.
On
December 11, 2017 Level Brands, Inc. entered into a Revolving Line
of Credit Loan Agreement with Kure Corp., pursuant to which we
agreed to lend Kure Corp. up to $500,000 to be used for the
purchase of prefabricated intermodal container building systems.
This credit line was provided in connection with Kure Corp.'s
recent Master Purchase
Agreement with SG Blocks, Inc. for the purchase of 100 repurposed
shipping containers for its Kure Vape Pod™ initiative.
Previously, in March 2017 our subsidiary, I | M 1, LLC, granted Kure Corp. a non-transferrable license to
use the I'M1 marks solely for the sale, marketing and distribution
of vaping liquids and vaping products through certain specified
channels of distribution in the United States and from time to time
we have provided various advisory services to Kure Corp.
Furthermore, in August 2017 we were engaged by Kure to serve
as an advisor to Kure Corp. and provide certain specified advisory
services to it in consideration
of 400,000 shares of Kure Corp.’s common stock, which
was valued at $200,000, and $200,000 in cash.
Most recently, effective December 11, 2017 we
entered into a services agreement with Kure Corp. to
facilitate the “Vape Pod” transaction with the modular
building systems vendor, SG Blocks, Inc., which is also a client of
our company. Under the terms of this agreement we also agreed to
facilitate the introduction to third parties in connection with
Kure Corp.'s initiative to establish Vape Pod's at U.S. military
base retail locations and advising and aid in site selection for
Kure retail stores on military bases and adjoining convenience
stores, gas stations, and other similar retail properties utilizing
Kure Corp.'s retail Vape Pod concept, among other services. As
compensation for this recent agreement, we were issued 400,000
shares of Kure Corp.'s common stock which was valued at
$200,000.
Under
the terms of the Revolving Line of Credit Loan Agreement, Kure
Corp. issued us a $500,000 principal amount secured promissory
note, which bears interest at 8% per annum, and which matures on
the earlier of one year from the issuance date or when Kure Corp.
receives gross proceeds of at least $2,000,000 from the sale of its
equity securities. As collateral for the repayment of the loan,
pursuant to a Security Agreement we were granted a first position
security interest in Kure Corp.'s inventory, accounts and accounts
receivable. Our CEO and Chairman is the past Chairman of Kure Corp.
and currently a minority shareholder of Kure Corp. Level Brands is
also a shareholder of Kure Corp. Therefore due to the series of
transactions by and between Level Brands, Inc. and Kure Corp., Kure
Corp. is deemed to be a related party.
The
description of the transactions contemplated by the August 2017
advisory agreement, the November 2017 services agreement, Revolving
Line of Credit Loan Agreement and Security Agreement set forth
herein do not purport to be complete and are each qualified in its
entirety by reference to the full text of the exhibits filed
herewith and incorporated by this reference.
Item 7.01.
Financial Statement and Exhibits.
On
December 12, 2017, Level Brands, Inc. and Kure Corp. issued a joint
press release announcing the Master Purchase Agreement with SG
Blocks, Inc. and the extension of the $500,000 credit line by Level
Brands, Inc. to Kure Corp. A copy of this press release is
furnished as Exhibit 99.1 to this report.
Pursuant to General
Instruction B.2 of Form 8-K, the information in this Item 7.01 of
Form 8-K, including Exhibit 99.1, is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise be subject to the
liabilities of that section, nor is it incorporated by reference
into any filing of Level Brands, Inc. under the Securities Act of
1933 or the Securities Exchange Act of 1934, whether made before or
after the date hereof, regardless of any general incorporation
language in such filing.
Item 9.01.
Financial Statement and Exhibits.
|
(d)
|
Exhibits:
|
|
|
|
|
Form of
Agreement dated August 1, 2017 by and between Level Brands, Inc.
and Kure Corp.*
|
|
|
Form of Agreement dated December 12, 2017 by and between
Level Brands, Inc. and Kure Corp. *
|
|
|
Form of Revolving Line of Credit Loan Agreement dated
December 12, 2017 by and between Level Brands, Inc. and Kure
Corp.*
|
|
|
Form of Security Agreement dated December 12, 2017 by and
between Level Brands, Inc. and Kure Corp.*
|
|
|
Form of Promissory Note in the principal amount of $500,000
dated December 12, 2017 due from Kure Corp.*
|
|
|
Press
Release dated December 12, 2017*
|
|
|
|
|
|
*
|
filed
herewith
|
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.
|
|
LEVEL BRANDS,
INC.
|
|
|
|
|
|
|
|
|
Date: December 12,
2017
|
By:
|
/s/ Mark Elliott |
|
|
|
|
Chief
Financial Officer and Chief Operating
Officer
|
|
|
|
|
|
|