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): June ~~November 12~~8, ~~2020~~2021

ROCKY MOUNTAIN HIGH BRANDS, INC.

(Exact name of the registrant as specified in its charter)

Nevada	000-55609	90-0895673
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Shiloh Rd., Suite 200, Plano, Texas

75074

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 800-260-9062

______________________________________________________

(Former name or 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 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. [ ]

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement

On ~~November~~June 128, ~~2020~~2021, we entered into a ~~Global Settlement~~Trademark License Agreement ~~and~~with ~~Mutual~~Option ~~Release~~to Purchase (the “~~Settlement~~Agreement”) with ~~Raw~~AGS ~~Pharma~~Labs, ~~LLC~~Inc. (“~~Raw Pharma~~AGS”). ~~The~~Under ~~Settlement~~the Agreement, we acquired ~~includes~~a ~~substantial~~worldwide, ~~modifications~~exclusive, toand ~~our~~non-transferrable ~~Asset~~right ~~Purchase~~to ~~Agreement~~use ~~with~~the ~~Raw~~“Great ~~Pharma~~Choice” ~~dated~~trademark ~~April~~and ~~30,~~to ~~2020~~produce (the “~~Original~~Great ~~Agreement”).~~Choice ~~Under~~Electrolyte ~~the~~Solution,” ~~Original~~“Great ~~Agreement~~Choice Medicated Chest Rub,” ~~our~~and ~~subsidiary~~“Great ~~Rocky~~Choice ~~Mountain~~Infant ~~Productions,~~Rub” ~~Inc~~products. ~~acquired~~The ~~certain~~term of ~~assets~~the ~~from~~Agreement ~~Raw~~runs ~~Pharma~~through ~~including fixtures~~June 8, ~~machinery~~2022. In consideration for the license, ~~and~~we ~~other~~are ~~equipment.~~required ~~The~~to ~~assets~~pay ~~acquired~~AGS ~~under~~a ~~the~~royalty ~~Original~~payment ~~Agreement~~equal ~~were~~to ~~located~~the greater ~~within~~of: a(1) 20$10,000 ~~square foot~~per ~~facility.~~month; ~~Pursuant~~or to(2) ~~the~~7% ~~Original~~of ~~Agreement,~~the weamount ~~were~~our togross ~~assume~~sales of the ~~lease~~licensed ~~for~~products from the ~~premises~~preceding month. As additional consideration, ~~with~~we ~~the~~agreed ~~intention~~to issue 2,000,000 shares of ~~using~~our ~~it as~~common astock ~~bottling~~to ~~plant~~the ~~location~~designees of AGS.

Under the ~~Original~~ Agreement, ~~the~~we also have an option to purchase ~~price~~the ~~for~~“Great ~~the~~Choice” ~~assets~~trademark ~~was~~and all rights to the associated licensed products from AGS. The option must be ofexercised aby May ~~combination~~31, of2022. ~~cash~~In the event we exercise the purchase option, ~~common~~the ~~stock~~purchase price will be $308,000, plus an additional amount to be agreed for inventory and ~~assumption~~components related to the licensed products. All royalty payments paid during the term of ~~indebtedness~~the Agreement will be credited toward the $308,000 ~~including:~~purchase price.

·The ~~$1,750,000~~foregoing indescription ~~cash,~~of the Agreement does not purport to be ~~paid~~complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as ~~follows:~~Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

oSection ~~$250,000~~3 to– beSecurities ~~paid~~and onTrading ~~or before August 15, 2020~~Markets

oItem ~~$500,000~~3.02 toUnregistered beSales ~~paid~~of onEquity ~~or before November 30, 2020~~Securities

oThe ~~$750~~2,000,000 shares of common stock to be ~~paid~~issued in connection with the Agreement, as described above, were issued in 9a ~~monthly~~private ~~installments~~transaction to two designees of AGS. We did not engage in any general solicitation or advertising in connection with these issuances. Accordingly, the stock issuances as described above were exempt from ~~May~~registration ~~2020~~under ~~through~~Section ~~January~~4(a)(2) of ~~2021;~~the ~~and~~Securities Act.

oSection ~~$250,000~~7 to– beRegulation ~~paid on or before March 1, 2021~~FD

·Item ~~27,000,000~~7.01 ~~shares~~Regulation ofFD ~~our common stock to be issued to Raw Pharma or its designees; and~~Disclosure

·On ~~Assumption or re-financing of Raw Pharma’s bank debts secured by the equipment in the amount of $1,007,000. Beginning~~ June 1516, ~~2020~~2021, we ~~are~~issued ~~required to make monthly note payments on~~ the ~~equipment~~press ofrelease ~~$20,000~~furnished ~~until~~herewith ~~the~~as ~~bank debt is refinanced or paid off; and~~Exhibit 99.1.

~~· Assumption of the premises lease for the plant, and assumption of certain equipment leases.~~2

~~Following~~Section ~~our~~9 ~~entry~~– ~~into~~Financial ~~the~~Statements ~~Original Agreement, the owner of the leased premises has refused to consent to an assignment of the premises lease to us from Raw Pharma. We have engaged a leasing broker~~ and ~~are actively searching for a new location for the bottling operation being conducted there.~~Exhibits

In light of the difficulty encountered with the owner of the leased premises, we entered into the Settlement with Raw Pharma, which redefines our financial obligations as follows:

· Our cash payment obligation has been substantially reduced to the following:

o $225,000 previously paid; and

o An additional $100,000 to be paid in monthly payments of $15,000 commencing June 1, 2021.

· In addition to the 27,000,000 shares of common stock issued as part of the purchase price, we will issue an additional 4,700,000 shares to designee(s) of Raw Pharma.

· The bank debt to be assumed as part of the purchase price is acknowledged to be $954,514.79 in total. We have agreed to refinance the entirety of these loans such that Raw Pharma and its affiliated guarantor are no longer liable for the debts.

In addition to the above-described terms modifying our financial obligations, we entered into mutual general releases with Raw Pharma.

The foregoing is a summary of the material terms of the Settlement, which contains additional terms and conditions. The Settlement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	~~Global~~Trademark ~~Settlement~~License Agreement ~~and Mutual Release~~ with ~~Raw~~Option ~~Pharma,~~to ~~LLC~~Purchase
99.1	Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

ROCKY MOUNTAIN HIGH BRANDS, INC.

Date: June ~~December 1~~25, ~~2020~~2021

By: /s/ David Seeberger

David Seeberger

Chief Executive Officer

Filing Compare · Rocky Mountain High Brands, Inc.