Attached files
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| EX-99.1 - PRESS RELEASE DATED JUNE 27, 2018 - cbdMD, Inc. | levb_ex991.htm |
| EX-10.73 - LICENSE AGREEMENT - cbdMD, Inc. | levb_ex1073.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) June 26,
2018
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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 1.01.
Entry into a Material Definitive Agreement.
On June
26, 2018 Level Brands, Inc. entered into a License Agreement with
Boston Therapeutics, Inc. (OTCQB: BTHE), an innovator in the
design, development and commercialization of novel therapeutics for
diabetes and related complications. Under the terms
of the License Agreement we granted Boston Therapeutics a
non-exclusive, non-transferrable license to use the kathy ireland Health &
Wellness™ trademark in the marketing, development,
manufacture, sale and distribution of the Sugardown® product
domestically and internationally. The initial term of the License
Agreement is seven years, with an automatic two year extension
unless either party notifies the other of non-renewal at least 90
days prior to the end of the then current term. We have agreed to
use our commercially reasonable efforts to perform certain
promotional obligations, including: (i) producing four branded
videos to promote the Licensed product and/or Boston Therapeutics,
Inc.; (ii) creation of an electronic press kit; (iii) making our
media and marketing teams available for use in creating the video
content for which we will be separately compensated; and (iv)
curate social media posts in multiple social media
channels.
As
compensation, we will receive:
●
amarketing fee
of $850,000, for development of video content and an electronic
press kit which will be used ongoing to support product marketing.
This fee is paid with a promissory note of $450,000 and a number of
shares of stock of Boston Therapeutics valued at $400,000, based on
the trading price on the effective date;
●
Quarterly fees
for the first two years of up to $100,000 and issuance of 100,000
shares each quarter, based on sales volumes. Boston Therapeutics
has the right to make all the stock payments in cash;
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a royalty of 5%
of the gross licensed marks sales up to $10,000,000, 7.5% royalty
on sales from $10,000,000 to $50,000,0000 and 10% on sales over
$50,000,000, payable monthly.
Boston
Therapeutics has indemnified us for any claims by third parties
related to the design, manufacture, sale, purchase, use,
advertising, marketing and/or distribution of the branded 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 10.73 to this
report.
Item
7.01. Regulation FD Disclosure.
On June
27, 2018, Level Brands, Inc. issued a press release announcing the
License Agreement with Boston Therapeutics, 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:
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License
Agreement dated June 26, 2018 by and between Level Brands, Inc. and
Boston Therapeutics, Inc. *
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Press
release dated June 27, 2018 *
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*
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filed
herewith
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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: June 27,
2018
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By:
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/s/
Mark
Elliott
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Mark
Elliott
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Chief
Financial Officer and Chief Operating
Officer
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