Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - cbdMD, Inc. | levb_ex99-1.htm |
| EX-10.67 - LICENSE AGREEMENT - cbdMD, Inc. | levb_ex10-67.htm |
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 30,
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 450, 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 30, 2017 Level Brands, Inc. entered into a License
Agreement with Isodiol International, Inc. (CSE: ISOL, OTCQB:
ISOLF, FSE:LB6A.F), a Canadian company which is a developer of
pharmaceutical grade
phytochemical compounds and a manufacture and developer of
phytoceutical consumer products. Under the terms of the
License Agreement we granted Isodiol International a non-exclusive,
non-transferrable license to use the kathy ireland Health &
Wellness™ in the marketing, development, manufacture, sale
and distribution of cannabidiol (CBD) related products in the
United States and Canada. The initial term of the License Agreement
is five years, with automatic two year extensions unless either
party notifies the other of non-renewal at least 90 days prior to
the end of the then current term.
As
compensation, we will receive:
|
•
|
a
licensing fee of $125,000, with $62,500 paid upon the execution of
the License Agreement and the balance due by June 30,
2018;
|
|
|
|
|
•
|
1,679,321
shares of Isodiol International's common stock, which is equal to
$2 million, upon the execution of the License
Agreement;
|
|
|
|
|
•
|
additional
shares of Isodiol International's common stock on the last day of
each calendar quarter commencing March 31, 2018 in such amount as
shall equal $750,000 based upon the closing price of such shares on
the last business day of the quarter; and
|
|
|
|
|
•
|
a
royalty of 3% of the gross licensed marks sales, payable
monthly.
|
The
parties agreed to confer and mutually decide in good faith prior to
January 31, 2018 whether to move forward with the transactions
contemplated by the License Agreement. If the parties determine not
to move forward, either party may terminate the agreement upon
written notice in which event we will not receive any
compensation.
We have
agreed to use our commercially reasonable efforts to perform
certain promotional obligations, including: (i) producing up to
eight branded videos each year during the term of the agreement;
(ii) making our media and marketing teams available for use in
creating this video content for which we will be separately
compensated; (iii) Kathy Ireland will be available once a quarter
to participate in industry conferences or meetings (personally or
through digital media); and (iv) Ms. Ireland and our company will
undertake certain social media marketing.
Isodiol
International has indemnified us for any claims by third parties
related to the design, manufacture, sale, purchase, use,
advertising, marketing and/or distribution of the licensed
products. The License Agreement may be terminated by either party
upon 30 days notice in the event of material breach of the
agreement. In the event of such termination, all amounts due us
under the License Agreement become immediately due and
payable.
The
foregoing description of the terms and conditions of the License
Agreement is qualified in its entirety by reference to the
agreement, a copy of which is filed as Exhibit 10.67 to this
report.
We have
also agreed in principal upon terms to sublicense the use of the
I’M1 trademarks and intellectual property to Isodiol
International for similar products which will be targeted to men.
We expect to enter into a definitive agreement with Isodiol
Interntional for this additional license in the near
future.
Item
7.01. Regulation FD Disclosure.
On
January 8, 2018, Level Brands, Inc. will issue a press release
announcing the License Agreement with Isodiol International, Inc. 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:
|
|
|
|
|
License
Agreement dated December 30, 2017 by and between Level Brands, Inc.
and Isodiol International, Inc. *
|
|
|
|
|
|
Press
release dated January 8, 2018 *
|
|
|
|
|
|
*
|
filed
herewith
|
-3-
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: January 5,
2018
|
By:
|
/s/
Mark
Elliott
|
|
|
|
|
Mark
Elliott
|
|
|
|
|
Chief
Financial Officer and Chief Operating
Officer
|
|
-3-