Current Report Filing (8-k)
September 26 2018 - 5:21PM
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): September 21, 2018
KUSHCO
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-55418
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46-5268202
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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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11958 Monarch Street, Garden Grove, CA
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92841
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(714) 243-4311
(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 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
x
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Item 1.01.
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Entry into a Material
Definitive Agreement.
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On
September 21, 2018, KushCo Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with Smoke Cartel, Inc. (“SMKC”), pursuant to which SMKC acquired certain assets from the Company
relating to the Company’s Roll-Uh-Bowl silicone water pipe product line, including certain intellectual property assets and
inventory. The consideration payable to the Company upon the closing under the Purchase Agreement consisted of an aggregate of
1,410,415 shares of SMKC common stock.
The
parties to the Purchase Agreement made customary representations and warranties and agreed to customary covenants, including obligations
on the part of the Company to indemnify SMKC, and obligations on the part of SMKC to indemnify the Company, for losses that a party
may incur, as a result of, among other things, inaccuracies in or breaches of representations, warranties and covenants.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is filed as
Exhibit 10.1 hereto.
The
Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any
financial or other factual information about the Company. In particular, the representations, warranties and covenants contained
in the Purchase Agreement (i) were made only for purposes of that agreement and as of specific dates, (ii) were made
solely for the benefit of the parties to the Purchase Agreement, (iii) may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to
the Purchase Agreement rather than establishing those matters as facts and (iv) may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject
matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations,
warranties and covenants contained in the Purchase Agreement as characterizations of the actual state of facts or condition of
the Company.
On September 25,
2018, the Company issued a press release announcing the closing under the Purchase Agreement. A copy of the press release is filed
herewith as Exhibit 99.1.
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Item 9.01.
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Financial Statements
and Exhibits.
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SIGNATURE
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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KUSHCO HOLDINGS, INC.
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(Registrant)
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September 26, 2018
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/s/ Nicholas Kovacevich
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(Date)
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Nicholas Kovacevich
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS