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 28~~October 9, 2019

Castle Brands Inc.

(Exact name of registrant as specified in its charter)

Florida		001-32849		41-2103550
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

122 East 42nd Street, Suite 5000, New York, New York		10168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 356-0200

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:

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [o ] 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ROX		NYSE American

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 ~~[ ]~~o

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. ~~[ ]~~o

Item 1 2.01 ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on August 28, 2019, Castle Brands Inc., a Florida corporation (the “Company”), Austin, Nichols & Co., Inc., a Delaware corporation and affiliate of Pernod Ricard S.A. (“Parent”), and Parent’s newly-formed subsidiary, Rook Merger Sub, Inc., a Florida corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub commenced a tender offer (the “Offer”) on September 11, 2019 to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company at a purchase price of $1.27 per Share, in cash, net of applicable withholding taxes and without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in the offer to purchase (the “Offer to Purchase”) and the related letter of transmittal, which were attached as exhibits to the Tender Offer Statement on Schedule TO, filed by Parent and Merger Sub with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2019.

~~On August~~The 28Offer expired at 12:00 midnight, New York City time, on Tuesday, October 8, 2019, ~~Castle~~at ~~Brands~~which ~~Inc.~~time, abased ~~Florida~~on ~~corporation~~information ~~(the~~from “Continental Stock Transfer & Trust Company”), ~~entered~~the ~~into~~depositary anand ~~Agreement~~paying agent for the Offer, the Company’s shareholders have validly tendered and ~~Plan~~not ~~of Merger~~withdrawn 150,335,952 Shares (~~the~~excluding ~~“Merger~~2,417,028 ~~Agreement”)~~Shares ~~with~~tendered ~~Austin~~pursuant to the guaranteed delivery procedures), ~~Nichols~~which &represented Coapproximately 85.49% of the outstanding Shares on a fully diluted basis, ~~Inc~~and 89.,52% of the then outstanding Shares on a ~~Delaware~~non-fully ~~corporation~~diluted basis, and ~~affiliate~~therefore satisfied the “minimum condition” of ~~Pernod Ricard~~the ~~S.A.~~Offer (~~“Parent”)~~which required the tender of that number of Shares which, ~~and~~when added to the Shares owned by Parent’s ~~newly-formed~~and ~~subsidiary~~its affiliates, ~~Rook~~would ~~Merger~~represent ~~Sub,~~more ~~Inc.,~~than a50% ~~Florida~~of ~~corporation~~the ~~(“Merger Sub”~~Shares then outstanding determined on a fully-diluted basis). ~~Capitalized~~As ~~terms~~a ~~used~~result ~~but~~of ~~not~~the ~~defined~~satisfaction ~~herein~~of ~~shall~~the ~~have~~“minimum ~~the~~condition” ~~meanings~~and ~~ascribed~~each toof ~~such~~the ~~terms~~other inconditions to the Offer, Merger ~~Agreement~~Sub accepted for payment all validly tendered Shares.

~~Under~~On ~~the~~October 9, ~~Merger Agreement~~2019, Merger Sub ~~will~~completed ~~commence~~the acquisition of the Company through a ~~cash~~short-form ~~tender~~merger ~~offer~~(the “Merger”) in accordance with Section 607.1104 of the Florida Business Corporation Act (the “~~Offer~~FBCA”), towithout ~~purchase~~the ~~all~~need for a meeting of the Company’s ~~issued~~shareholders. ~~and~~At the effective time of the Merger, each Share then outstanding ~~shares~~ (other than any Shares in respect of which appraisal rights are validly exercised under the “FBCA and any Shares” owned by the Company, Parent or any of their subsidiaries (including Merger Sub)) was, by virtue of ~~common~~the ~~stock~~Merger and without any action on the part of the holders of the Shares, ~~par~~converted into the right to receive the Offer Price. The net transaction value of the Offer and the Merger was approximately $~~0.01~~295 ~~per~~million, ~~share~~which ~~(“Common~~includes ~~Stock”)~~the aggregate consideration to cash out employee stock options and other stock-based compensation of the Company, atamounts athat ~~price~~will become payable under the Company’s existing credit facilities, certain other payment obligations of $1the Company and fees and expenses related to the foregoing.~~27 per~~ ~~Share~~On inOctober 9, ~~cash~~2019, ~~without~~the ~~interest~~Company ~~(less~~and ~~any~~Parent ~~applicable~~issued ~~withholding~~a ~~taxes)~~joint (press release announcing the “completion of the Offer ~~Price”~~and the Merger, a copy of which is attached to the Company’s Schedule 14D-9/A, filed with the SEC on October 9, 2019, as Exhibit (a)(5), and is incorporated herein by reference.

~~Merger Sub~~As ~~will~~a ~~begin~~result ~~the~~of ~~Offer as soon as reasonably practicable and no later than September 19, 2019, and~~ the ~~Offer~~completion ~~will expire on the 20th business day beginning with (and including) the day~~ of ~~commencement of~~ the Offer, ~~unless~~a ~~extended~~ change in ~~accordance~~control ~~with the terms~~ of the ~~Merger~~Company ~~Agreement~~occurred ~~and applicable law~~ (the “~~Expiration~~Change ~~Date~~in Control”). ~~Merger~~and, ~~Sub~~as isa ~~required to~~result ~~extend~~of the ~~Offer~~completion ~~for one or more periods~~ of ~~two~~the ~~to ten business days each~~Merger, ~~or such longer period(s) as Parent and~~ the Company ~~may~~ ~~otherwise~~has ~~agree,~~become ~~following~~a ~~the~~direct ~~Expiration~~wholly-owned ~~Date~~subsidiary ~~if any~~ of ~~the conditions to the Offer have not been satisfied or waived by Merger Sub by the Expiration Date~~Parent.

~~The obligation~~References ~~of Parent and Merger Sub~~ to ~~complete the Offer is subject to customary closing conditions~~, ~~including:~~and ~~(1)~~descriptions ~~at least a majority~~ of, the ~~outstanding~~Merger ~~Shares on~~Agreement aas ~~fully-diluted~~set ~~basis~~forth ~~having~~herein ~~been~~are ~~validly tendered and~~ not ~~withdrawn prior~~intended to ~~the~~be ~~expiration~~complete ofand ~~the~~are ~~Offer~~qualified ~~(the~~in ~~“Minimum~~their ~~Condition”);~~entirety ~~(2)~~by ~~the~~reference ~~expiration~~to ~~or early termination of~~ the ~~waiting period~~Merger ~~under~~Agreement, ~~the~~a ~~Hart-Scott-Rodino~~copy ~~Antitrust Improvement Act~~ of ~~1976,~~which aswas ~~amended;~~filed ~~and (3) there having occurred no change in recommendation~~ by the Company’s ~~Board~~as ofExhibit 2.1 ~~Directors~~to (the ~~“Company~~Form 8-K ~~Board”).~~dated ~~Neither~~August 29, ~~the~~2019, ~~Offer~~and ~~nor~~which ~~the Merger~~ is ~~subject~~incorporated toherein ~~a financing~~by ~~condition~~reference.

If Merger Sub achieves ownership of 80% of the outstanding Shares through the Offer, including any exercise of the Top-Up Option described below, it has agreed to promptly effect the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the “short-form” merger procedures under the Florida Business Corporation Act, without a vote or any further action by the Company’s shareholders. Otherwise, the Company will need to obtain the affirmative vote or consent of the holders of a majority of the outstanding shares of Common Stock to adopt the Merger Agreement prior to consummating the Merger. At the effective time of the Merger under the Florida Business Corporation Act (the “Effective Time”), each issued and outstanding Share, other than any Shares held in the treasury of the Company, owned by Parent, Merger Sub or any of their respective subsidiaries, or owned by shareholders who properly exercise dissenters’ rights, if applicable, under the Florida Business Corporation Act, will be converted into the right to receive an amount equal to the Offer Price.2

~~In the~~Item ~~Merger~~3.01 ~~Agreement,~~Notice the Company granted to Merger Sub an irrevocable option (the “Top-Up Option”), on the terms and subject to the conditions in the Merger Agreement (including the Minimum Condition), to purchase from the Company at the Offer Price, a number of ~~newly-issued~~Delisting ~~Shares~~or ~~equal~~Failure to ~~the~~Satisfy lowest number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries immediately prior to exercise of the Top-Up Option, would constitute one share more than 80% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a ~~fully-diluted~~Continued ~~basis~~Listing ~~(the~~Rule ~~“Top-Up Option~~or ~~Shares”).~~Standard; ~~The~~Transfer Top-Up Option is only exercisable once in whole and not in part at any time following the date on which Merger Sub accepts for payment and pays for Shares pursuant to the Offer until the tenth business day thereafter. The Top-Up Option was granted and the Top-Up Shares, if any, will be issued pursuant to an applicable exemption from registration requirements under the Securities Act of ~~1933, as amended~~Listing.

~~The~~ On October 9, 2019, the Company notified the NYSE American of the completion of the Merger ~~Agreement~~and ~~contains~~requested ~~representations~~that the NYSE American file a notification with the SEC to delist and deregister the Company’s common stock. On October 9, ~~warranties~~2019, the NYSE American filed with the SEC a Notification of Removal from Listing and/or ~~covenants~~Registration ~~customary~~under ~~for~~Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Company’s common stock, which will become effective 10 days after the Form 25 was filed with the SEC. Upon effectiveness of the Form 25, the Company intends to file with the SEC a ~~transaction~~certification on Form 15 under the Exchange Act, requesting the deregistration of ~~this~~its ~~nature~~common stock under Section 12(g) of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The~~Item ~~Company~~3.03 isMaterial ~~subject~~Modification to anRights ~~agreement to not solicit Takeover Proposals for a period commencing on the date~~ of ~~the~~Security Merger Agreement until the earlier of the Effective Time and termination of the Merger Agreement or, subject to the exceptions that the Company may enter into discussions concerning or provide information to a third party in connection with a Superior Proposal and the Company Board may, in response to a Superior Proposal or Intervening Event, under certain conditions, make a Company Adverse Recommendation or, solely with respect to a Superior Proposal, terminate the Merger Agreement in order to enter into an alternative acquisition agreementHolders.

The ~~Merger~~disclosures ~~Agreement~~contained ~~also~~under ~~includes~~Item 2.01 ~~customary termination~~relating ~~provisions~~to ~~for~~ the ~~Company~~effect ~~and Merger Sub and provides that, in connection with the termination~~ of the Merger ~~Agreement under~~on ~~specified~~outstanding ~~circumstances~~Shares (~~including,~~other ~~without~~than ~~limitation,~~any ~~before~~Shares ~~receipt~~in respect of ~~any~~which ~~necessary~~appraisal ~~shareholder~~rights ~~vote,~~are ~~the~~validly ~~Company~~exercised ~~Board authorizing~~under the ~~Company~~FBCA toand ~~enter~~any ~~into~~Shares anheld ~~alternative~~by ~~acquisition agreement regarding a Superior Proposal or~~ the Company ~~Board changing its Company Board Recommendation)~~, ~~the~~Parent ~~Company~~or ~~would~~any beof ~~required~~their tosubsidiaries ~~pay~~(including ~~Parent~~Merger aSub)) ~~termination~~are ~~fee~~incorporated ofherein ~~$10,000,000~~by ~~(the “Termination Fee”)~~reference.

~~Under the~~Item ~~Merger~~5.01 ~~Agreement,~~Changes ~~(I) each stock option outstanding as of the Effective Time will be fully vested and cancelled and converted into the right to receive an amount~~ in ~~cash,~~Control ~~without interest, equal to the product~~ of (a) the aggregate number of shares of Common Stock subject to such stock option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Offer Price over the per share exercise price of such stock option, less any taxes required to be withheld, and (II) each restricted stock award outstanding as of the Effective Time will be fully vested and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the aggregate number of shares of Common Stock in respect of such restricted stock award multiplied by (b) the Offer Price, less any taxes required to be withheldRegistrant.

The ~~foregoing~~ ~~description~~disclosures ofcontained ~~the~~under ~~Merger~~Items ~~Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit~~ 2.101 ~~hereto~~ and is5.02 are incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Tender and~~Item ~~Support~~5.02 ~~Agreement~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Phillip Frost,~~The ~~M.D.~~Merger ~~and~~Agreement ~~related~~provides ~~entities,~~that ~~Richard~~each ~~Lampen, President and Chief Executive Officer~~ of the ~~Company,~~parties ~~and~~will ~~Mark~~take ~~Andrews, Chairman~~all ofnecessary ~~the~~action ~~Company~~to ~~Board,~~cause ~~who~~the ~~collectively~~directors ~~own~~of ~~approximately~~Merger ~~37%~~Sub ~~(approximately~~immediately ~~40%~~prior onto ~~a fully-diluted basis) of~~ the ~~outstanding~~effective ~~shares~~time of ~~Common Stock of~~ the ~~Company,~~Merger ~~entered into a tender and support agreement~~ (the “~~Tender~~Effective ~~and Support Agreement~~Time”) ~~with Parent and Merger Sub in which they agreed~~ to, ~~among~~be ~~other~~the ~~things,~~directors ~~(x) tender all shares~~ of ~~Common Stock of~~ the ~~Company~~company, ~~owned~~as ~~by such shareholders in~~ the ~~Offer~~surviving ~~and~~entity ~~(y) vote such shares in favor~~ of the Merger ~~and any related matters on which such shareholders may be called to vote. The Tender and Support Agreement would terminate upon certain circumstances~~, ~~including~~ ~~upon~~immediately ~~termination~~following of the ~~Merger Agreement, the~~ Effective Time ~~or the termination of such Tender and Support Agreement by mutual written consent of the parties thereto~~.

~~The foregoing~~Accordingly, ~~description~~on October 9, 2019, each of ~~the~~Mark ~~Tender~~Andrews, Mark Zeitchick, Steven D. Rubin, John F. Beaudette, Henry C. Beinstein, Dr. Phillip Frost, Dr. Richard M. Krasno and ~~Support~~Richard ~~Agreement~~J. ~~does~~Lampen ~~not~~irrevocably ~~purport~~submitted toa beresignation ~~complete~~as a director of the Company and isas ~~qualified~~a inmember ~~its~~of ~~entirety~~all ~~by reference~~committees toof the ~~Tender~~Board of Directors of the Company, and ~~Support~~on ~~Agreement~~October 9, ~~which~~2019, isPaul ~~filed~~Duffy, Guillaume Thomas and Brian Chevlin were each appointed as ~~Exhibit~~a 10director of the Company.1 ~~hereto~~Information about Mr. Duffy, Mr. Thomas and Mr. Chevlin was previously disclosed in the Offer to Purchase and is incorporated herein by reference.

~~Item 3~~In addition, in connection with the Change in Control, Mark Andrews’ service as Chairman, Richard J.02 ~~Unregistered~~Lampen’s ~~Sales~~service ofas ~~Equity~~President ~~Securities~~and Chief Executive Officer and John Glover’s service as Executive Vice President and Chief Operating Officer each terminated on October 9, 2019.

~~The disclosures contained under~~ Item 15.0103 ~~relating~~Amendments to ~~the~~Articles ~~Top-Up~~of ~~Option~~Incorporation ~~are~~or ~~incorporated~~Bylaws; ~~herein~~Changes byin ~~reference~~Fiscal Year.

~~Item 7~~Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated.01 A ~~Regulation~~copy FDof ~~Disclosure~~the Company’s amended and restated articles of incorporation are filed as Exhibit 3.1 hereto and incorporated herein by reference.

~~On August~~In 28addition, ~~2019,~~pursuant to the ~~Company~~Merger ~~and~~Agreement, ~~Parent~~at ~~issued~~the aEffective ~~joint~~Time, ~~press release announcing that they have entered into~~ the ~~Merger~~by-laws ~~Agreement. A copy~~ of the ~~press~~Company, ~~release~~as isthe ~~attached~~surviving ~~hereto~~entity, aswere ~~Exhibit~~amended ~~99.1,~~ and isrestated ~~incorporated~~so ~~herein~~as byto ~~reference.~~read Inthe ~~accordance~~same ~~with~~as ~~General Instruction~~the ~~B.2.~~by-laws of ~~Form~~Merger ~~8-K,~~Sub ~~the~~as ~~information~~ in ~~this~~effect ~~Current~~immediately ~~Report~~prior onto ~~Form~~the ~~8-K,~~Effective ~~including~~Time ~~Exhibit~~(except ~~99.1,~~ that isall ~~being~~references ~~furnished pursuant~~ to ~~Item~~Merger ~~7.01~~Sub oftherein ~~Form~~were ~~8-K~~changed ~~shall~~to ~~not~~references beto ~~deemed “filed” for purposes of Section 18 of~~ the ~~Exchange Act~~Company, oras ~~otherwise subject~~the tosurviving ~~the~~entity). A ~~liability~~copy of ~~that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities Act~~Company’s ~~of 1933, as~~ amended, orand ~~the~~restated ~~Exchange~~by-laws ~~Act,~~are ~~except~~filed as ~~expressly~~Exhibit 3.2 ~~set~~hereto ~~forth~~and inincorporated ~~such~~herein ~~filing~~by reference.

~~Item 9.01 Financial Statements and Exhibits.~~3

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

2.1	Agreement and Plan of Merger dated August 28, 2019 among the Company, Parent and Merger Sub.
10.1	Tender and Support Agreement among Parent, Merger Sub and the shareholders listed therein.
99.1	Press release dated August 28, 2019.

(d) Exhibits.

IMPORTANT INFORMATION ABOUT THE OFFER

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Castle Brands Inc.

3.2		Amended and Restated By-Laws of Castle Brands Inc.

99.1		Press Release dated October 9, 2019 (incorporated by reference to our Schedule 14D-9/A filed with the SEC on October 9, 2019).

This Form 8-K is not an offer to purchase or a solicitation of an offer to sell securities of the Company. The planned tender offer by Parent and Merger Sub for all of the outstanding shares of common stock of the Company described herein has not yet commenced. Following the commencement of the Offer, Parent and Merger Sub will mail to the Company shareholders an offer to purchase and related materials and the Company will mail to its shareholders a solicitation/recommendation statement with respect to the Offer. At the time the Offer is commenced, Parent and Merger Sub will file a tender offer statement with the SEC on Schedule TO, and the Company will file a solicitation/recommendation statement with the SEC on Schedule 14D-9 with respect to the Offer. Investors and the Company’s shareholders are strongly advised to read these materials in their entirety (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement when they become available, since they will contain important information that should be considered before any decision is made with respect to the Offer. The Company’s shareholders may obtain a free copy of these materials (when they become available) and other documents filed by Parent or the Company with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained (when they become available) for free by contacting the information agent for the tender offer (when one is selected).4

~~*******~~SIGNATURES

~~This~~Pursuant ~~Form~~to ~~8-K contains forward-looking statements. You can generally identify forward-looking statements by~~ the ~~use~~requirements of ~~forward-looking~~the ~~terminology~~Securities ~~such~~Exchange asAct ~~“anticipate,” “believe,”~~of ~~“continue~~1934,” ~~“could,”~~the ~~“estimate,”~~registrant ~~“expect,”~~has ~~“explore,” “evaluate,”~~duly ~~“intend,”~~caused ~~“may,”~~this ~~“might,”~~report ~~“plan,”~~to ~~“potential,” “predict,”~~be ~~“project,”~~signed ~~“seek,”~~on ~~“should,”~~its orbehalf ~~“will,”~~by or the ~~negative thereof~~undersigned orhereunto ~~other~~duly ~~variations thereon or comparable terminology~~authorized. ~~These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Pernod Ricard S.A.’s and the Company’s control.~~

Statements in this document regarding Pernod Ricard S.A. and the Company that are forward-looking, including, without limitation, projections as to the anticipated benefits of the proposed transaction and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond the control of Pernod Ricard S.A., and the Company. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated, including, but not limited to: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied and the transaction may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that a sufficient number of Shares are not tendered to complete the Offer; and management's ability to promptly and effectively integrate the businesses of the two companies.

	Castle Brands Inc.

October 9, 2019	By:	/s/ Alfred J. Small
	Name:	Alfred J. Small
	Title:	Senior Vice President, Chief Financial Officer, Treasurer & Secretary

More information about these and other factors are described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019 and other reports the Company files with the SEC as well as the Offer documents to be filed by Parent and the Company.5

No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations or financial condition of Pernod Ricard S.A. or the Company. Neither Pernod Ricard S.A. nor the Company assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. All forward-looking statement in this Form 8-K are qualified in their entirety by this cautionary statement.

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.

	Castle Brands Inc.
August 29, 2019	By:	/s/ Alfred J. Small
	Name:	Alfred J. Small
	Title:	Senior Vice President, Chief Financial Officer, Treasurer & Secretary

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