Current Report Filing (8-k)
June 14 2017 - 4:54PM
Edgar (US Regulatory)
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 12, 2017
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Armeau Brands, Inc.
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(Exact name of registrant as specified in charter)
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Nevada
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333-191251
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99-0375676
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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6610 North University Drive #220, Fort Lauderdale, FL
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33321
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (
954) 722-1300
___________________________________________________
(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 Company under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As used in this Current Report on Form
8-K (this
“Report
”) and unless otherwise indicated, the terms “
the Company
,” “
we
,”
“
us
” and “
our
” refer to Armeau Brands, Inc. All share numbers used in this Report give
pro
forma
effect to a six for one stock split described below.
Item 8.01 Other Events.
On June 12, 2017, the Company entered into
a letter of intent (the “
LOI
”) to acquire all the outstanding limited liability company interests of 271 Lake
Davis Holdings, LLC, a Delaware limited liability company d/b/a/ SanSal (“
SanSal
”).
Founded in 2015, SanSal is a Colorado-based
producer of natural rich-hemp products, using strict natural protocols and materials yielding broad spectrum phytocannabinoid rich
hemp oils, distillates and isolates. On the SanSal farm in located in the high-altitude foothills of the Rocky Mountains in southwest
Colorado, SanSal grows hemp plants rooted in purity. SanSal’s proprietary genetic plants are cultivated from tissue cultures
and clones using sustainable farming practices that preserve soil integrity and conserve precious Rocky Mountain water. SanSal
uses neither any pesticides nor any non-natural fertilizers. SanSal is committed to natural cultivation and protecting the soil.
SanSal believes that it offers superior quality natural-grown whole plant broad spectrum phytocannabinoid hemp oils and extracts
in various strengths and formulations, including oils formulated to customer specifications. SanSal is licensed by the Colorado
Department of Agriculture to grow industrial hemp pursuant to Federal law on its farm.
Pursuant to the LOI, we intend to acquire all
the outstanding limited liability company interests of SanSal in exchange for the issuance to SanSal’s members,
pro rata
,
of 46,800,000 “
restricted
” shares of our common stock, whereupon the holder the Company’s currently outstanding
45,000,000 shares of “
restricted
” common stock will contribute those shares to the capital of the Company. The
closing of the transaction contemplated by the LOI, is subject to customary terms and conditions, including, but not limited to,
completion of due diligence, negotiation and execution of definitive transaction documents between the parties and the delivery
of audited and unaudited financial statements of SanSal as required under applicable rules of the Securities and Exchange Commision.
In addition, completion of the transaction is subject to approval by our board of directors and FINRA and implementation prior
to closing of a six for one forward split of our common stock, and approval of our board of directors, majority shareholder and
FINRA, as applicable, of an amendment to the Company’s Articles of Incorporation to (a) change its corporate name to “
SanSal
Wellness, Inc.
” (with a comparable change in its trading symbol); and (b) authorize a class of “
blank check
”
preferred stock.
The above summary of the LOI is qualified in
its entirety by reference to the copy of the LOI attached to this Report as Exhibit 10.12 and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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.
Dated: June 14, 2017
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ARMEAU BRANDS, INC.
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By:
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/s/ Jaitegh Singh
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Jaitegh Singh, Chief Executive Officer and
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Chief Financial Officer
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