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): August 13, 2019
| Freedom Leaf Inc. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Nevada | 000-55687 | 46-2093679 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3571 E. Sunset Road, Suite 420, Las Vegas, NV | 89120 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (877) 442-0411
| (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 (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 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A |
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. ☐
Item 7.01 Regulation FD Disclosure.
On August 13, 2019, Freedom Leaf Inc. (the “Company”) announced via press release the first shipment of hemp-CBD products to Mexico by its newly acquired subsidiary, ECS Labs LLC. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report:
| 99.1 | Press Release dated August 13, 2019 |
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SIGNATURE
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.
| Date: August 13, 2019 | FREEDOM LEAF, INC. |
| /s/ Carlos Frias | |
| Name: Carlos Frias | |
| Title: Chief Executive Officer |
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Exhibit 99.1
Green Lotus Makes History With First Ever Commercial Export of CBD Topicals to Mexico
DALLAS, August 13, 2019 (Newswire.com) -Freedom Leaf Inc. (OTCQB: FRLF), a Nevada corporation, d/b/a Freedom Leaf Health, is pleased to announce that its newly acquired subsidiary, ECS Labs LLC ("Green Lotus"), completed its inaugural shipment of $600,000 of topical hemp-CBD products to Mexico on July 31. These products will be distributed by Green Lotus' Mexican partner, CBD Life SA, initially in up to 4,000 locations and expanding to over 40,000 locations over the next 12 months.
This represents the first commercial shipment of retail products that can be distributed in Mexico through regular distribution channels, requiring no additional government approvals or medical certifications. The initial shipment includes three SKUs of 3-ounce CBD creams labeled "Heat", "Freeze", and "Salve". Every product label will also include "manufactured by Green Lotus".
"We are very excited that Green Lotus is the first U.S. hemp-CBD company that has successfully exported commercial products to Mexico under the new permit regime," said Carlos Frias, CEO of Freedom Leaf. "We have worked hard over the past three years with our Mexican partner, CBD Life SA, and the government to obtain the necessary permits and meet the regulatory requirements to reach this milestone. This is just the beginning of our penetration of the Mexican market. We will ship another $1.4 million of topical products in the third quarter and we expect to start shipping tinctures, gel caps, edibles, and beverages beginning in the fourth quarter as part of a larger $26mm order already placed with Green Lotus."
David Goldburg, Merida Capital Senior Partner and Chairman of the Board, added, "One of the reasons we were so excited about the Green Lotus acquisition is the ability of Carlos Frias and his team to penetrate new international markets. As a first mover in Mexico, we have an opportunity to be one of the largest players in this emerging market with significant opportunities for growth. This also validates Merida's investment thesis that the Freedom Leaf-Green Lotus combination will significantly enhance revenue domestically, open new markets, and lead to increased market share, benefiting all shareholders as management continues to execute on its strategic plan."
Carlos Frias and his team are focused on building a best-in-class hemp CBD CPG company led by its two flagship brands, Green Lotus and IrieCBD. As discussed in the June 4 press release announcing the closing of the Green Lotus acquisition, the company has made significant progress to date integrating the Freedom Leaf and Green Lotus businesses, which has resulted in material cost savings as well as opening up opportunities for the combined businesses to further grow. The company will provide additional details in its next earnings release and shareholder call.
About Freedom Leaf Health:
Freedom Leaf Health is a first-in-class hemp consumer-packaged good company with a family of trusted brands that provide premium hemp products for greater health, wellness and longevity. Green Lotus™ and IrieCBD are the company's foremost brands, offering full-spectrum hemp oil products as topicals, tinctures, vapables, soft gels and sparkling beverages. Freedom Leaf Health is a fully reporting and audited publicly-traded company trading under the symbol (OTCQB: FRLF).
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About Green Lotus:
Green Lotus™ Hemp is a rapidly-growing premium hemp oil product brand. Founded by brothers Carlos and Alex Frias, Green Lotus™ manufactures and distributes premium cannabinoid products made from organic industrial hemp. Green Lotus™ has grown by an astounding 500% year-over-year since 2016, catapulted in part by the company's proprietary formulas and its agile, vertically-integrated supply chain. Green Lotus™ is veteran-owned and powered by a diverse team of advocates dedicated to promoting a world where the healing power of hemp oil is accessible to all people. #Letsgrowtogether
For more information, visit GreenLotusHemp.com
Safe Harbor Statement:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Statements in this press release that are not strictly historical are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by phrases such as "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company's products and services, changes in relationships with third parties, and other factors described in the Company's most recent periodic filings with the Securities and Exchange Commission.
Media Contact: Matt Bartlett, matt@freedomleaf.com
Source: Freedom Leaf, Inc.
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