8-K

UNITED STATES

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) February 21, 2018

LEVEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

North Carolina	001-38299	47-3414576
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4521 Sharon Road, Suite 407, Charlotte, NC 28211

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (704) 445-5800

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 (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))

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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 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 checkmark 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 7.01. Regulation FD Disclosure.

On February 22, 2018 Level Brands, Inc. issued a press release announcing it had entered into a new licensing agreement with Society Hill Spirits for a new line of vodka for its Beauty & Pin-Ups brand. A copy of this press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibits 99.1, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Level Brands, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statement and Exhibits.

(d)	Exhibits:
99.1	Press release dated February 21, 2018.

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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.

	Level Brands, Inc.
Date: February 22, 2018	By:	/s/ Mark Elliott
		Chief Financial Officer and Chief Operating Officer

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EX-99.1

Exhibit 99.1

LEVEL BRANDS, INC. ENTERS INTO A LICENSING AGREEMENT WITH SOCIETY HILL SPIRITS FOR NEW BEAUTY & PIN UPS VODKA LINE

Charlotte, N.C. –February 21, 2018 -- Level Brands, Inc. (NYSE American:LEVB), an innovative marketing and licensing company that provides bold, unconventional and socially responsible branding for leading businesses,announced today that it has entered into a licensing agreement with Society Hill Spirits for a new vodka line for Level Brands’ disruptive women’s products brand, Beauty & Pin Ups.

Beauty & Pin-Ups began as a hair care program for the clients of stylists with Cosmopolitan magazine naming the company one of the beauty industry’s most disruptive brands. The company disrupted the beauty industry when model Katie Meade became the first woman in history with Down Syndrome to secure a major beauty contract and star in a beauty campaign.

Level Brands, a company that is committed to social responsibility, with each partner, client, and licensee supporting its Millennium Development Goals to improve the condition of lives around the world will be supporting causes which empower women and promote gender equality. Beauty & Pin Ups’ Valor hair care line supported veterans-related causes in the past and currently supports Best Buddies International.

The Beauty & Pin Ups vodka line is a premium high quality spirit aimed at the modern and sophisticated woman who leads a busy lifestyle, yet derives much pleasure in organizing house parties, networking events, and other social functions with her peers. As in all Society Hill spirits products, the Beauty & Pin Upsvodka line consists of distinctive formulations which create unique flavor profiles.

“Society Hill is both honored and excited to partner with Level Brands and Beauty & Pin Ups to produce spirits brands that align with the taste and sensibilities of women everywhere,” says Craig Crossley, CEO of Society Hill.

The Beauty & Pin Ups vodka line will launch in Spring 2018 with three specially crafted flavors.

About Level Brands, Inc. (www.LevelBrands.com)

Level Brands creates bold, unconventional and socially responsible branding for leading businesses. With a focus on corporate brand management and consumer products marketing art, beauty, fashion, health & wellness including the beverage space, entertainment, and real estate. Licensed brand marketing is at the core of the Level Brand businesses: Ireland Men One or I'M1, for millennial men and the women who love them; Encore Endeavor One or EE1, corporate brand management and producer of experiential entertainment events and products across multiple platforms; kathy ireland® Health & Wellness; Beauty & Pin-Ups, Level Brands' hair care and disruptive women's products brand.

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ABOUT SOCIETLY HILL SPIRITS

Society Hill Spirits, a collaboration between The Crossley Group and Contagious Spirits, is a Dallas-based firm that uses GrainSync, a unique grain matching filtering technology used to produce high-quality liquors. This process creates smooth, ultra-premium tasting spirits that are superbly drinkable for the most discriminating of palates.

Established in 2017, Society Hill Spirits invites lifestyles to converge without apology and everyone to celebrate and engage in their preferred environments. Its all-inclusive marketing approach includes: organic tasting opportunities, on-premise offerings, social media outreach, and affordable retail purchasing.

Society Hill Spirits’ distillery is located in Carrollton, Texas. It will introduce new, premium products in 2018 in addition to its current vodka brands Rapsody and Pirranda.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of Society Hill’s ability to introduce new products under the terms of the license agreement and the level of any future sales of those products. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" in Level Brands, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 as filed with the Securities and Exchange Commission (the "SEC") on December 26, 2017 and our other filings with the SEC. Level Brands, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

Contacts:

Guttman Associates PR & Marketing

Rona Menashe, 310-246-4600

Executive Vice President

rona@guttmanpr.com

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