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): October 9, 2018

 

Nature’s Best Brands, Inc.

(Exact name of registrant as specified in Charter)

 

Florida

 

001-37807

 

47-3170676

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(IRS Employee

Identification No.)

 

2250 NW 114th Ave. Unit 1P, PTY 11020

Miami, FL 33172-3652

(Address of Principal Executive Offices)

 

+507-6501-8105

(Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, Suite 1100

New York, New York 10105

Phone: (646) 895-7152

Fax: (646) 895-7238

E-mail: alevitsky@egsllp.com

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ 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))

 

 
 
 
 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

On October 9, 2018, the Company, by letter to Unisource Health, Inc. (“Unisource”), terminated the agreement and plan of merger among the Company, its wholly-owned subsidiary and Unisource as a result of breaches by Unisource of its representations and warranties set forth in the agreement.

 

 
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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.

 

NATURE’S BEST BRANDS, INC.

 

 

 

 

Date: October 12, 2018

By:

/s/ Natalia A. Lopera

 

 

 

Natalia A. Lopera

 

 

 

Chief Executive Officer

 

 

 

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