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): February 10, 2020
| GL Brands, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
| | | |
| Nevada | 000-55687 | 46-2093679 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
| 3939 Beltline Rd., Suite 350, Addison, Texas | 75001 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:(888) 811-4367
| N/A |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | | |
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☐
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.☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 10, 2020, the Board of Directors (the “Board”) of GL Brands, Inc. (the “Company”) approved a change in fiscal year end of the Company from June 30th to December 31st. The Board’s decision to change the fiscal year end was related to the Company’s recent acquisition of ECS Labs LLC (“ECS”).
The Company, as the parent of ECS, is a holding company of operating subsidiaries, and the year-end of ECS is December 31st. Therefore, to more closely align the Company’s operations and systems with that of its wholly-owned subsidiary, the Board approved the change in the Company’s fiscal year end to December 31st.
The Company will file a transition report on Form 10-K covering the transition period from July 1, 2019 to December 31, 2019, which is the period between the closing of the Company’s most recent fiscal year and the opening date of the Company’s newly selected fiscal year.
SIGNATURE
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.
| Date: February 10, 2020 | GL BRANDS, INC. |
| | |
| | /s/ Carlos Frias |
| | Name: Carlos Frias |
| | Title: Chief Executive Officer |
