Current Report Filing (8-k)
May 07 2018 - 5:12PM
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):
April 12, 2018
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Banjo & Matilda, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-54277
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27-1519178
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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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1221 2
nd
Street, Suite 300
Santa Monica, CA 90401
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code:
(310) 890-5652
N/A
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
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Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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.
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Item 1.01 Entry into a Material Definitive Agreement.
Effective April 12, 2018, Banjo & Matilda, Inc. (the “Banjo”), Spectrum King, LLC (the “Company”) and the members of the Company (the “Members”) entered into an Exchange Agreement dated as of March 19, 2018 (the “Exchange Agreement”) pursuant to which Banjo shall acquire 100% of the issued and outstanding membership units (the “Units”) of the Company from the Members in exchange for the issuance of Banjo shares of its Series B Preferred Stock (the “Exchange Shares”) constituting 93.67% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, the Company will become a wholly-owned subsidiary of Banjo.
The Exchange Agreement is subject to the satisfaction of certain conditions as set forth in the Exchange Agreement.
The Company is a Delaware limited liability company that is a pioneer of full spectrum LED grow lights, specializes in designing, manufacturing and selling high-end LED grow lights for indoor/greenhouse applications with both the Agriculture and Horticulture industries.
The form of the Exchange Agreement is attached as Exhibit 10.1 to this Report, and the summary description of the terms of the Agreement contained herein is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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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BANJO & MATILDA, INC.
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Date: May 7, 2018
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By:
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/s/ Brendan Macpherson
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Brendan Macpherson
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Chief Executive Officer
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