Current Report Filing (8-k)
March 13 2018 - 4:17PM
Edgar (US Regulatory)
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):
March 9, 2018
KUSH BOTTLES,
INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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000-55418
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46-5268202
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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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1800 Newport Circle, Santa Ana, CA
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92705
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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:
(714) 243-4311
(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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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
x
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.
x
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Item 5.05
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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On March 9, 2018, the Board of
Directors (the “Board”) of Kush Bottles, Inc. (the “Company”) adopted a Code of Business Conduct and Ethics
(the “Code”) that applies to all directors, officers and employees of the Company. The code addresses various topics,
including compliance with applicable laws, rules and regulations, conflicts of interest, public disclosure of information, insider
trading, corporate opportunities, competition and fair dealing, record-keeping, confidentiality and protection and proper use of
company assets.
The foregoing
description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code,
a copy of which is filed herewith as Exhibit 14.1 and incorporated herein by reference.
The Code will
also be posted on the Company's website at
www.kushbottles.com
. The Company also anticipates filing any future amendment
or waiver of the Code on the Company’s website within four business days of the date thereof. The contents of the Company’s
website are not incorporated by reference in this report or made a part hereof for any purpose.
Also on March 9, 2018, the Board
formed an audit committee (the “Audit Committee”), a compensation committee (the “Compensation
Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance
Committee” and, together with the Audit Committee and Compensation Committee, collectively, the
“Committees”).
The Audit Committee consists of Eric Baum,
Barbara Goodstein and Donald Hunter, with Mr. Hunter acting as its Chair. The Compensation Committee consists of Messrs. Baum,
Goodstein and Hunter, with Mr. Baum acting as its Chair. The Nominating and Corporate Governance Committee consists of Messrs.
Goodstein and Hunter, with Ms. Goodstein acting as its Chair.
In connection with the formation of the
Committees, the Board adopted charters (the “Committee Charters”) to govern their membership and function. The Committee
Charters are filed herewith as exhibits 99.1, 99.2 and 99.3, respectively. The Committee Charters will also be posted on the Company's
website at
www.kushbottles.com
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KUSH BOTTLES, INC.
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(Registrant)
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March 13, 2018
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/s/ Nicholas Kovacevich
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(Date)
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Nicholas Kovacevich
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS