Attached files
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| EX-99.1 - LEVEL BRANDS, INC. INVESTOR RELATIONS PRESENTATION DATED JANUARY 2019 - cbdMD, Inc. | levb_ex991.htm |
| EX-10.1 - MUTUAL TERMINATION OF LICENSE AGREEMENT - cbdMD, Inc. | levb_ex101.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)
January 07,
2019
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LEVEL BRANDS, INC.
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(Exact name of registrant as specified in its charter)
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North Carolina
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001-38299
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47-3414576
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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not applicable
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(Former name or former address, if changed since last
report)
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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).
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Emerging
growth company ☑
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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
1.02 Termination
of a Material Definitive Agreement.
On
January 07, 2019 Level Brands, Inc. and Isodiol International, Inc.
(CSE: ISOL, OTCQB: ISOLF, FSE:LB6A.F), mutually agreed to terminate
their License Agreement effective October 1, 2018. As previously
disclosed, under the terms of the License Agreement dated
December 30, 2017, as amended, Level Brands 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
was for ten years.
The
general terms of the License Agreement provided to Level
Brands:
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a licensing fee of
$125,000;
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1,679,321 shares of
Isodiol International's common stock, which was equal to $2
million, upon the initial 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
Mutual Termination of License Agreement, provides
that:
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Isodiol
International will issue us 500,000 shares of its common stock
which will be valued at the closing price of the shares on the date
of the agreement. These shares will be restricted securities and
subject to a lock-up to be released in six equal installments on
each six month anniversary of the date of the termination
agreement;
●
the
termination of the License Agreement as it related to
Isodiol’ s obligation to pay us royalties and issue
additional shares of its common stock as described above will be
effective as of October 1, 2018; and
●
the
Mutual Termination of License Agreement contains mutual releases,
mutual non-disclosure and mutual non-disparagement
provisions.
The
foregoing description of the terms and conditions of the Mutual
Termination of License Agreement is qualified in its entirety by
reference to the agreement which is filed as Exhibit 10.1 to this
report.
Item
7.01 Regulation FD Disclosure.
On
January 11, 2019, Level Brands, Inc. released an updated investor relations
presentation. A copy of this
investor relations presentation 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.
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Item
9.01. Financial
Statement and Exhibits.
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(d)
Exhibits:
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Incorporated by Reference
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Filed or
Furnished
Herewith
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No.
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Exhibit Description
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Form
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Date Filed
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Number
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Mutual
Termination of License Agreement dated January 07, 2019 by and
between Level Brands, Inc. and Isodiol International,
Inc.
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Filed
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Level
Brands, Inc. Investor Relations Presentation dated January
2019
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Furnished
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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 its behalf by the
undersigned hereunto duly authorized.
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LEVEL
BRANDS, INC.
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Date:
January 11, 2019
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By:
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/s/
Mark S. Elliott
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Mark S.
Elliot
Chief
Financial Officer and Chief Operating Officer
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