Form 8-K - Current report

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): November 27, 2024

YERBAÉ BRANDS CORP.

(Exact name of registrant as specified in charter)

British Columbia, Canada

000-56654

85-2611392

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS Employer

Identification No.)

18801 N Thompson Peak Pkwy, Suite 380
Scottsdale, AZ 85255
(Address of principal executive offices)

480.471.8391

(Registrant’s telephone number, including area code)

N/A

(Former Name and Address)

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:

☐	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:

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		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 9.01 Financial Statements and Exhibits.

d. Exhibits

Exhibit Number		Description

99.1		News Release dated November 27, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	YERBAÉ BRANDS CORP.

Dated: November 27, 2024	By	/s/ Todd Gibson
		Todd Gibson, Chief Executive Officer

Exhibit 99.1

For Immediate Release

TSX Venture: YERB.U, OTCQX® Best Market: YERBF

Yerbaé Partners With 3 New Distributors to Expand Distribution in Fry’s Food Stores Across Arizona

Crescent Crown, Finley Distributing, and Legacy Beverage to Service 129 Fry’s Food Stores

Scottsdale, Ariz., November 27, 2024 — Yerbaé Brands Corp. (TSX-V: YERB.U; OTCQX: YERBF) (“Yerbaé” or the “Company”), a plant-based energy beverage company, is pleased to announce its partnerships with Crescent Crown Distributing, LLC (“Crescent Crown”), Finley Distributing, LLC (“Finley”), and Legacy Beverage LLC (“Legacy”) to service distribution in Fry’s Food Stores across Arizona. Fry’s is a division of The Kroger Co., the largest grocery retailer in North America.

Crescent Crown is one of the largest beverage distributors in the United States, delivering more than 40 million beverage cases annually across Arizona and Louisiana. Known for its robust distribution network and exceptional service, Crescent Crown is well-equipped to introduce Yerbaé to the highly populated Phoenix market.

Finley, a family-owned business serving Southern Arizona, will play a key role in bringing Yerbaé to the Tucson market. Finley’s deep ties to local retailers and commitment to customer satisfaction will help expand the reach of Yerbaé’s plant-based beverages in the region.

Legacy, a premier distributor in Northern Arizona, will handle the Flagstaff market. Legacy’s reputation for delivering high-quality products and its strong local presence make it an ideal partner to distribute Yerbaé in this growing area.

“Partnering with Crescent Crown, Finley, and Legacy is an exciting step in our mission to provide more consumers with Yerbaé’s refreshing and energizing beverages,” said Todd Gibson, CEO and Co-Founder of Yerbaé. “We’re thrilled to expand our footprint and make Yerbaé available to even more consumers throughout the state.”

The new distributors will be delivering Yerbaé’s newest 12oz energy product line which includes- Mango Passionfruit, Watermelon Strawberry, Black Cherry Pineapple, Raspberry Sorbet and Peachy Mimosa Twist. The collaboration with these top-tier distributors strengthens Yerbaé’s presence in the Arizona market, where consumers are increasingly turning to healthier and functional beverage options.

Clarification on term of Loan Agreement with Maximcash

Further to the Company’s news releases dated July 3, 2024 and November 8, 2024, Yerbaé seeks to clarify the interest rate attributable to its loan with Maximcash Solutions LLC (“Maximcash”). Under the terms of the loan agreement, the loan’s standard interest rate should have been stated as 29% as opposed to the previously disclosed 55.8%. If the stacking fee, an event of default, and other situations are triggered under the terms of the loan, the effective interest rate has the potential to rise to the previously stated 55.8%. The Company does not reasonably expect these provisions to be triggered.

About Yerbaé

Yerbaé Brands Corp., (TSXV: YERB.U; OTCQX: YERBF) makes great-tasting energy beverages with yerba mate and other premium, plant-based ingredients. All Yerbaé energy beverages are zero calorie, zero sugar, non-GMO, vegan, kosher, keto-friendly, paleo-approved, gluten free and diabetic-friendly. Founded in Scottsdale, AZ in 2017, Yerbaé seeks to disrupt the energy beverage marketplace by offering a no-compromise energy solution, with input and support from its recently-announced Yerbaé Advisory Board, Sports and Entertainment. Find us @DrinkYerbaé on Instagram, Facebook, Twitter/X and TikTok, or online at https://Yerbaé.com.

On Behalf of the Board of Directors

“Todd Gibson”

Todd Gibson, Chief Executive Officer and Co-Founder

Contact Information:

For investors, investors@Yerbaé.com or 480.471.8391

To reach CEO Todd Gibson, todd@Yerbaé.com or 480.471.8391

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cover	Nov. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
Entity File Number	000-56654
Entity Registrant Name	YERBAE BRANDS CORP.
Entity Central Index Key	0001978133
Entity Tax Identification Number	85-2611392
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	18801 N Thompson Peak Pkwy
Entity Address, Address Line Two	Suite 380
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	471.8391
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false