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.
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(Exact name of registrant as specified in its charter)
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North Carolina
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001-38299
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47-3414576
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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(Former name or former address, if changed since last
report)
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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 ☑
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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.
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.
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LEVEL
BRANDS, INC.
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Date:
November 17, 2017
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By:
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/s/
Mark Elliott
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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
]