Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 18, 2018

Castle Brands Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Florida	001-32849	41-2103550
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

122 East 42nd Street, Suite 5000, New York, New York		10168
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(646) 356-0200

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:

[  ]  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))

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Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. [ ]

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Item 3.02 Unregistered Sales of Equity Securities.

Subsequent to the most recent periodic report filed by Castle Brands Inc. (the "Company"), certain holders of the Company's previously issued 5% Subordinated Convertible Notes due 2018 (the "Convertible Notes") converted the outstanding principal and interest balances of their Convertible Notes of $1,405,528 in the aggregate into 1,561,697 shares of the Company's common stock, $.01 par value per share (the "Conversion Shares"), pursuant to the terms of the Convertible Notes.

The converting holders included an affiliate of Dr. Phillip Frost, a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, and an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer.

The issuance of the Conversion Shares was made in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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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.