UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 16, 2017
 
LEVEL BRANDS, INC.
(Exact name of registrant as specified in its charter)
 
North Carolina
001-38299
47-3414576
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
4521 Sharon Road, Suite 407, Charlotte, NC 28211
(Address of principal executive offices)(Zip Code)
 
Registrant's telephone number, including area code : (704) 445-5800
 
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 (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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 8.01. Other Events.
 
On November 16, 2017, Level Brands, Inc. (the “Company”) closed its initial public offering (“IPO”) pursuant to Regulation A+ of 2,000,000 shares of common stock, par value $0.001. The shares of common stock were sold at an offering price of $6.00 per share, generating gross proceeds of $12,000,000 to the Company. The common stock was sold pursuant to the Company’s offering statement on Form 1-A (File No. 024-10742).
 
In connection with the consummation of the IPO, the common stock was approved for listing on the on the NYSE American under the symbol “LEVB” commencing Friday, November 17, 2017.
 
A copy of the press release issued by the Company announcing closing of the IPO is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2 of Form 8-K, the information appearing in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Level Brands, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01. Financial Statement and Exhibits.
 
(d) Exhibits:
 
99.1 Press Release dated November 16, 2017 Announcing Closing of Initial Public Offering.
 
 
2
 
 
 
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.
 
 
LEVEL BRANDS, INC.
 
 
 
Date: November 17, 2017
By:
/s/ Mark Elliott
 
 
Chief Financial Officer and Chief Operating Officer
 
 
 
 
 
 
 
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Exhibit 99.1
 
LEVEL BRANDS ANNOUNCES CLOSING OF $12 MILLION INITIAL PUBLIC OFFERING
Listing on the NYSE American under the ticker symbol “LEVB”
 
CHARLOTTE, NC – November 16, 2017 – Level Brands, Inc. (“Level Brands” or the “Company”), an innovative marketing and licensing company that provides bold, unconventional and socially responsible branding for leading businesses , today announces that is has closed its initial public offering of 2,000,000 shares of common stock at a public offering price of $6.00 per share for gross proceeds of $12 million. Level Brands expects its common stock to begin trading on NYSE American under the ticker symbol “LEVB” on November 17, 2017.
 
"We are delighted that Level Brands, Inc. has chosen to list on NYSE American,” said John Tuttle, NYSE Global Head of Listings. “We look forward to partnering with Level Brands as it continues to grow and support socially conscious consumer lifestyle, beauty and entertainment companies.” Joseph Gunnar & Co., LLC acted as the sole book-running manager for the offering. TriPoint Global Equities, LLC, working with its online division BANQ ® (www.banq.co), acted as co-manager and selling agent for the offering.
 
For additional information on Level Brands, the offering and any other related topics, please review the Form 1-A offering circular that can be found at the following location (https://www.sec.gov/Archives/edgar/data/1644903/000165495417009735/level_253g1.htm) or contact Joseph Gunnar & Co., LLC, 30 Broad Street, 11th Fl, New York, NY 10004 or via telephone at 212-440-9600 or email: prospectus@jgunnar.com .
 
About Level Brands, Inc.
 
Level Brands creates bold, unconventional and socially responsible branding for leading businesses. With a focus on corporate brand management and consumer products marketing art, beauty, fashion, health & wellness including the beverage space, entertainment, and real estate. Licensed brand marketing is at the core of the Level Brand businesses: Ireland Men One or I'M1, for millennial men and the women who love them; Encore Endeavor One or EE1, corporate brand management and producer of experiential entertainment events and products across multiple platforms; and Beauty & Pin-Ups, Level Brands' hair care and disruptive women's products brand .
 
Forward-Looking Statements
 
This press release may include ''forward-looking statements.'' To the extent that the information presented in this presentation discusses financial projections, information, or expectations about Level Brands, Inc.’s business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' Although Level Brands, Inc. believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in the Offering Statement filed with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date of the document in which they are contained, and Level Brands, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.
 
Contact:
 
MDC Group
Investor Relations:
David Castaneda
414.351.9758
IR@LevelBrands.com
 
Press Inquiries for Level Brands:
Susan Roush
805.624.7624
PR@LevelBrands.com
 
Press Inquiries for Kathy Ireland and kathy ireland ® Worldwide:
Rona Menashe
310.246.4600
rona@guttmanpr.com ]