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As Of Filer Filing For·On·As Docs:Size 1/11/21 KushCo Holdings, Inc. 10-K/A 8/31/20 15:444K |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 77K 2: EX-10.29 Material Contract HTML 53K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 9K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 9K 11: R1 Cover HTML 69K 13: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- kshb-20200831_htm XML 31K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.CAL XBRL Calculations -- kshb-20200831_cal XML 7K 7: EX-101.DEF XBRL Definitions -- kshb-20200831_def XML 9K 8: EX-101.LAB XBRL Labels -- kshb-20200831_lab XML 96K 9: EX-101.PRE XBRL Presentations -- kshb-20200831_pre XML 47K 5: EX-101.SCH XBRL Schema -- kshb-20200831 XSD 12K 14: JSON XBRL Instance as JSON Data -- MetaLinks 15± 24K 15: ZIP XBRL Zipped Folder -- 0001604627-21-000015-xbrl Zip 44K
kshb-20200831 |
i ☒ | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i ☐ | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i Nevada | i 46-5268202 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ☐ | i Accelerated filer | ☒ | ||||||||
Non-accelerated filer | ☐ | Smaller reporting company | i ☒ | ||||||||
Emerging growth company | i ☒ |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit Number | Description of Exhibit | |||||||
Merger Agreement dated as of May 1, 2017 by and among KushCo Holdings, Inc., KBCMP, Inc., Lancer West Enterprises, Inc., Walnut Ventures, Jason Manasse, and Theodore Nicols (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-55418), filed May 4, 2017). | ||||||||
Agreement and Plan of Merger, dated as of April 10, 2018, by and among KushCo Holdings, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-55418), filed April 10, 2018). | ||||||||
Amendment to Agreement and Plan of Merger, dated as of May 2, 2018, by and among KushCo Holdings, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 000-55418), filed May 3, 2018). | ||||||||
Amended and Restated Articles of Incorporation of KushCo Holdings, Inc. filed with the Secretary of State of Nevada on August 29, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55418), filed September 4, 2018). | ||||||||
Amended and Restated Bylaws of KushCo Holdings, Inc. (incorporated by reference to Exhibit 3.1.1 to the Quarterly Report on Form 10-Q (File No. 000-55418), filed July 9, 2020). | ||||||||
Description
of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Form 10-K (File No. 005-55418), filed November 12, 2019). | ||||||||
Form of Warrant dated as of June 12, 2018 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55418), filed June 8, 2018). | ||||||||
Form of Warrant dated as of January 18, 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55418), filed January 16, 2019). | ||||||||
Exhibit Number | Description of Exhibit | |||||||
Form of indenture for senior debt securities and the related form of senior debt security (incorporated by reference to Exhibit 4.1 to the Form S-3 (File No. 333-231019), filed April 25, 2019). | ||||||||
Form of indenture for subordinated debt securities and the related form of subordinated debt security (incorporated by reference to Exhibit 4.2 to the Form S-3 (File No. 333-231019), filed April 25, 2019). | ||||||||
Form of Monroe Warrant, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55418), filed August 22,2019). | ||||||||
Registration Rights Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc. and the investors listed therein (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55418), filed August 22,2019). | ||||||||
Senior Note to HB Sub Fund II LLC, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 000-55418), filed August 22,2019). | ||||||||
Warrant to HB Sub Fund II LLC, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 000-55418), filed August 22,2019). | ||||||||
Form of Warrant, dated as of September 30, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019). | ||||||||
Senior
Note to HB Sub Fund II LLC, dated as of November 8, 2019 (incorporated by reference to Exhibit 4.11 to the Form 10-K (File No. 005-55418), filed November 12, 2019). | ||||||||
Form of Warrant, dated as of February 6, 2020 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K (File No. 000-55418), filed February 10, 2020). | ||||||||
Form of Senior Note to HB Sub Fund II LLC, dated as of June 9, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed June 10, 2020). | ||||||||
Senior Note to HB Sub Fund II LLC, dated as of November 10, 2020 (incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 10-K (File No. 000-55418), filed November 10, 2020). | ||||||||
Offer Letter, dated as of July 3, 2017, by and between KushCo Holdings, Inc. and Jim McCormick (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed August 3, 2017). | ||||||||
KushCo Holdings, Inc. 2016 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q (File No. 000-55418), filed April 15,2019). | ||||||||
Asset Purchase Agreement, dated as of September 21, 2018, by and among KushCo Holdings, Inc. and Smoke Cartel, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed September 26,2018). | ||||||||
Lease, dated as of February 9, 2017, by and between KIM International Corporation and ZUREIT Holdings, Ltd. (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 000-55418), file November 29,2018). | ||||||||
Lease, dated as of April 12, 2018, by and between KIM International Corporation and ZUREIT Holdings, Ltd. (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 000-55418), file November 29,2018). | ||||||||
Amended and Restated Offer Letter by and between KushCo Holdings, Inc. and Jason Vegotsky, dated as of November 21, 2018 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 000-55418), file November 29,2018). | ||||||||
Offer Letter by and between KushCo Holdings, Inc. and Christopher Tedford, dated as of November 8, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed November 21, 2018). | ||||||||
Exhibit Number | Description of Exhibit | |||||||
Form of Securities Purchase Agreement, dated as of January 18, 2019, by and among KushCo Holdings, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed January 16, 2019). | ||||||||
Placement Agency Agreement, dated as of January 15, 2019, by and between KushCo Holdings, Inc. and Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed January 16, 2019). | ||||||||
Severance Agreement, dated as of February 22, 2019, by and between KushCo Holdings, Inc. and Jim McCormick (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed February 28, 2019). | ||||||||
Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Rodrigo de Oliveira (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019). | ||||||||
Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Jason Vegotsky (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019). | ||||||||
Amendment to Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Christopher Tedford (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019). | ||||||||
Securities Purchase Agreement, dated as of April 29, 2019, between KushCo Holdings, Inc. and HB Sub Fund II LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed April 30, 2019). | ||||||||
Amendment to Offer Letter by and between Rodrigo de Oliveira and KushCo Holdings, Inc., dated as of June 7, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed June 11, 2019). | ||||||||
Financing Agreement, dated as of August 21, 2019, by and among Kim International Corporation and each of its parent and subsidiaries listed as a borrower, as Borrowers, each subsidiary of Borrowers listed as a guarantor, as Guarantors, the lenders from time to time a party thereto, as Lenders, and Monroe Capital Management Advisors, LLC, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed August 22, 2019). | ||||||||
Subscription Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc. and the subscribers listed therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed August 22, 2019). | ||||||||
Exchange Agreement, dated as of August 21, 2019, by and between KushCo Holdings, Inc. and HB Sub Fund II LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55418), filed August 22, 2019). | ||||||||
Form of Securities Purchase Agreement, dated as of September 26, 2019, by and among KushCo Holdings, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019). | ||||||||
Placement Agency Agreement, dated as of September 26, 2019, by and among KushCo Holdings, Inc., Jefferies LCC and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019). | ||||||||
Second Exchange Agreement, dated as of November 8, 2019, by and between KushCo Holdings, Inc. and HB Sub Fund II LLC (incorporated by reference to Exhibit 10.22 to the Form 10-K (File No. 005-55418), filed November 12, 2019). | ||||||||
Exhibit Number | Description of Exhibit | |||||||
Limited Consent and First Amendment to Financing Agreement, dated as of November 8, 2019, by and among KushCo Holdings, Inc., certain of its subsidiaries
and Monroe Capital Management Advisors, LLC (incorporated by reference to Exhibit 10.23 to the Form 10-K (File No. 005-55418), filed November 12, 2019). | ||||||||
Form of Securities Purchase Agreement, dated as of February 6, 2020, by and among KushCo Holdings, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed February 10, 2020). | ||||||||
Placement Agency Agreement, dated as of February 6, 2020, by and between KushCo Holdings, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed February 10, 2020). | ||||||||
Third Exchange Agreement, dated as of June 9, 2020, by and between KushCo Holdings, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed June 10, 2020). | ||||||||
Fourth Exchange Agreement, dated as of November 10, 2020, by and between KushCo Holdings, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 10-K (File No. 000-55418), filed November 10, 2020). | ||||||||
Severance Agreement and Release, dated April 10, 2020, by and between KIM International Corporation, a subsidiary of KushCo Holdings, Inc., and Christopher Tedford (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q/A
(File No. 000-55418), filed on January 11, 2021). | ||||||||
Severance Agreement and Release, dated July 1, 2020, by and between KIM International Corporation, a subsidiary of KushCo Holdings, Inc., and Jason Vegotsky. | ||||||||
KushCo Holdings, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K (File No. 000-55418), filed March 13,2018). | ||||||||
Preferability Letter of RBSM LLP, dated November 28, 2018 (incorporated by reference to Exhibit 18.1 to the Annual Report on Form 10-K (File No. 000-55418), filed November 29, 2018). | ||||||||
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K (Filed No. 000-55418), filed November
10, 2020). | ||||||||
Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K (Filed No. 000-55418), filed November 10, 2020). | ||||||||
Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
Certification
of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K (Filed No. 000-55418), filed November 10, 2020). | ||||||||
Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-K (Filed No. 000-55418), filed November 10, 2020). | ||||||||
101.INS* | XBRL Instance Document. | |||||||
101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
Exhibit Number | Description of Exhibit | |||||||
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
Date: January 11, 2021 | By: | |||||||
Chairman and Chief Executive Officer (principal executive officer) | ||||||||
Date: January 11, 2021 | By: | /s/ Stephen Christoffersen | ||||||
Stephen Christoffersen | ||||||||
Chief Financial Officer (Principal Financial Officer) |
This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/31/22 | ||||
Filed on: | 1/11/21 | 10-Q, 10-Q/A, 8-K | ||
12/1/20 | ||||
11/10/20 | 10-K | |||
11/6/20 | ||||
11/1/20 | ||||
For Period end: | 8/31/20 | 10-K, SC TO-I/A | ||
8/5/20 | ||||
7/9/20 | 10-Q | |||
7/6/20 | ||||
7/1/20 | ||||
6/30/20 | ||||
6/10/20 | 8-K | |||
6/9/20 | 8-K | |||
6/5/20 | 8-K | |||
6/1/20 | 3, 4, 8-K | |||
4/10/20 | 3 | |||
2/28/20 | ||||
2/10/20 | 424B5, 8-K | |||
2/6/20 | 8-K | |||
11/12/19 | 10-K | |||
11/8/19 | ||||
9/30/19 | CORRESP | |||
9/26/19 | 424B5, 8-K, S-3/A | |||
8/22/19 | 8-K | |||
8/21/19 | 8-K | |||
6/11/19 | 8-K | |||
6/7/19 | 8-K | |||
4/30/19 | 8-K | |||
4/29/19 | 8-K | |||
4/25/19 | S-3, S-8 | |||
3/5/19 | 3, 4, 8-K | |||
2/28/19 | 10-Q, 8-K, NT 10-Q | |||
2/27/19 | 8-K | |||
2/22/19 | 8-K | |||
1/18/19 | 4 | |||
1/16/19 | 424B5, 8-K, S-3MEF | |||
1/15/19 | 4, 8-K | |||
11/29/18 | 10-K | |||
11/28/18 | 10-K, 3, 4 | |||
11/21/18 | 8-K | |||
11/8/18 | ||||
9/21/18 | 8-K | |||
9/4/18 | 4, 8-K | |||
8/29/18 | 8-K | |||
6/12/18 | ||||
6/8/18 | 424B5, 8-K | |||
5/3/18 | 8-K | |||
5/2/18 | 8-K, 8-K/A | |||
4/12/18 | 10-Q | |||
4/10/18 | 8-K | |||
8/3/17 | 3, 4, 8-K | |||
7/3/17 | ||||
5/4/17 | 8-K | |||
5/1/17 | 8-K, 8-K/A | |||
2/9/17 | ||||
List all Filings |