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<TITLE> Castle Brands Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	March 29, 2017
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	Castle Brands Inc.
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	(Exact name of registrant as specified in its charter)
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	Florida
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	001-32849
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	41-2103550
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	122 East 42nd Street, Suite 5000, New York, New York
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	10168
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_________________________________<BR>
	(Address of principal executive offices)
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	(646) 356-0200
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.</B>
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<P align="left" style="font-size: 10pt"><U><B>Stock Purchase Agreement</B></U>


<P align="left" style="font-size: 10pt; text-indent: 4%">On March&nbsp;29, 2017, Castle Brands Inc. (the &#147;Company&#148;), entered into a Stock Purchase Agreement
(&#147;Purchase Agreement&#148;) with Gosling&#146;s Limited (&#147;GL&#148;) and E. Malcolm B. Gosling (&#147;Gosling,&#148; and
together with GL, the &#147;Sellers&#148;). Pursuant to the terms of the Purchase Agreement, the Company
acquired 201,000 shares (the &#147;GCP Share Acquisition&#148;) of the common stock of Gosling-Castle
Partners Inc. (&#147;GCP&#148;), representing a 20.1% equity interest in GCP. GCP is a strategic global
export venture between the Company and the Gosling family. As a result of the completion of the GCP
Share Acquisition, the Company&#146;s total equity interest in GCP increased to 80.1%. The consideration
for the GCP Share Acquisition was (i) $20,000,000 in cash and (ii)&nbsp;1,800,000 shares of common stock
of the Company (the &#147;Castle Brands Shares&#148;). Under the Purchase Agreement, the Sellers agreed to a
lockup covenant such that the Castle Brands Shares may not be offered, sold, pledged, or otherwise
transferred for a period of 18&nbsp;months following the closing date of the GCP Share Acquisition. The
Purchase Agreement contains customary representations, warranties, covenants and closing
conditions.


<P align="left" style="font-size: 10pt; text-indent: 4%">The foregoing description of the Purchase Agreement in this Current Report on Form 8-K is
qualified in its entirety by reference to the full text of such Purchase Agreement filed as exhibit
2.1 hereto.


<P align="left" style="font-size: 10pt"><U><B>Ancillary Agreements</B></U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In connection with the GCP Share Acquisition, the Company and Sellers executed or caused to be
executed, certain ancillary agreements, including an Amended and Restated Distribution Agreement
and an Export Agreement Amendment, both as defined herein.


<P align="left" style="font-size: 10pt"><I>Amended and Restated National Distribution Agreement</I>


<P align="left" style="font-size: 10pt; text-indent: 4%">On March&nbsp;29, 2017, Castle Brands (USA)&nbsp;Corp., a wholly-owned subsidiary of the Company
(&#147;Castle Brands USA&#148;), entered into an Amended and Restated National Distribution Agreement (the
&#147;Amended and Restated Distribution Agreement&#148;) with GCP, which amends and restates the National
Distribution Agreement, dated September&nbsp;3, 2004, by and between Castle Brands USA and Gosling&#146;s
Export (Bermuda) Limited (&#147;GXB&#148;). Pursuant to the Export Agreement (as defined below), GXB, among
other things, assigned its rights, title and interest in and to the National Distribution
Agreement, to GCP. Pursuant to the Amended and Restated Distribution Agreement, Castle Brands USA
continues as the exclusive long-term importer and distributor of certain beverage products as
defined in the Amended and Restated Distribution Agreement, including &#147;Goslings Rum&#148; and &#147;Goslings
Stormy Ginger Beer&#148; (collectively, the &#147;Distribution Products&#148;) throughout the United States, and
such other markets as may be added by mutual consent of the parties (the &#147;Distribution Territory&#148;).
The initial term of the Amended and Restated Distribution Agreement extends through March&nbsp;31, 2030,
with automatic ten-year renewal terms thereafter, subject to specific termination rights held by
each party. The Amended and Restated Distribution Agreement automatically terminates upon the
termination, for any reason, of the Export Agreement. Castle Brands USA will purchase Distribution
Products from GCP for distribution in the Distribution Territory at prices set forth in the Amended
and Restated Distribution Agreement, as may be mutually changed by the parties from time to time.
Castle Brands USA is entitled to receive a net margin amount, certain reimbursement costs, and a
specified fee to defray normal overhead costs, all as specified in the Amended and Restated
Distribution Agreement. GCP will maintain primary responsibility and bear the costs for the overall
marketing, advertising, and promotion of the Distribution Products. Also, Castle Brands USA has a
right of first refusal regarding the distribution of any other current or future rum or ginger beer
products GCP currently maintains in, or adds to, its product line for sale in the Distribution
Territory. The Amended and Restated Distribution Agreement includes customary representations,
warranties, and provisions regarding liability and insurance.


<P align="left" style="font-size: 10pt"><I>Export Agreement Amendment</I>


<P align="left" style="font-size: 10pt; text-indent: 4%">On March&nbsp;29, 2017, GCP entered into Amendment No.&nbsp;4 to Export Agreement (the &#147;Export Agreement
Amendment&#148;) with GXB, which further amends the Export Agreement made as of February&nbsp;14, 2005, by
and between GCP and GXB (as amended from time to time, the &#147;Export Agreement&#148;). Pursuant to the
Export Agreement Amendment, GCP maintains all global distribution rights (with the exception of
Bermuda) during the term of the Export Agreement and continues as the exclusive authorized global
exporter of certain beverage products as defined in the Export Agreement (the &#147;Export Products&#148;) in
all national or international markets, with the exception of Bermuda (the &#147;Export Territory&#148;). The
Export Agreement Amendment, among other things, assigns to GCP global distribution and exporting
rights to Goslings Stormy Ginger Beer and all other Goslings Ginger Beer products and extends the
initial term of the Export Agreement from 15 to 25&nbsp;years, through March&nbsp;31, 2030, with ten-year
renewal terms thereafter, subject to specific termination rights held by each party. Under the
Export Agreement Amendment, in the event GXB decides to sell any or all of its trademarks (or other
intellectual property rights) relating to the Export Products (other than Goslings Stormy Ginger
Beer) during the term of the Export Agreement, GCP shall have a right of first refusal to purchase
said trademark(s) (and intellectual property rights, if applicable) at the same price being offered
by a bona fide third-party offerer. If GCP does not exercise its right of first refusal, then the
Company shall acquire an identical right of first refusal. In the event GXB should decide to sell
any or all of its Export Products (other than Goslings Stormy Ginger Beer) and/or trademark(s)
(other than Goslings Stormy Ginger Beer), whether sold to an affiliate, a third party, GCP or the
Company, GCP is entitled to share in the proceeds of such sale, according to a schedule specified
in the Export Agreement Amendment. Also, in the event GXB should decide to sell the Export Products
or trademarks relating to Goslings Stormy Ginger Beer, whether sold to an affiliate, a third party,
GCP or the Company, then, GXB agrees to share with GCP an amount equal to a certain percentage of
the proceeds of any such sale as specified in the Export Agreement Amendment.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.01 Completion of Acquisition or Disposition of Assets.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The information set forth in Item&nbsp;1.01 and Item&nbsp;2.03 of this Current Report on Form 8-K is
hereby incorporated by reference herein. On March&nbsp;30, 2017, the Company completed the GCP Share
Acquisition.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The information set forth in Item&nbsp;1.01 of this Current Report on Form 8-K is hereby
incorporated by reference herein.


<P align="left" style="font-size: 10pt; text-indent: 4%">On March&nbsp;29, 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the
&#147;Holder&#148;), an entity affiliated with Phillip Frost, M.D., a director and a principal shareholder of
the Company, in the principal amount of $20,000,000 (the &#147;Note&#148;). The purpose of Company&#146;s issuance
of the Note was to finance the GCP Share Acquisition. The Note bears interest quarterly at the rate
of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on
March&nbsp;15, 2019. All claims of the Holder to principal, interest and any other amounts owed under
the Note are subordinated in right of payment to all indebtedness of the Company existing as of the
date of the Note. The Note contains customary events of default and may be prepaid by the Company,
in whole or in part, without penalty, at any time.


<P align="left" style="font-size: 10pt; text-indent: 4%">The foregoing description of the Note in this Current Report on Form 8-K is qualified in its
entirety by reference to the full text of such Note filed as exhibit 4.1 hereto.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;3.02 Unregistered Sales of Equity Securities.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The information set forth in Item&nbsp;1.01 of this Current Report on Form 8-K is hereby
incorporated by reference herein.


<P align="left" style="font-size: 10pt; text-indent: 4%">Pursuant to the Purchase Agreement, the Company issued the Castle Brands Shares to the Sellers
in an unregistered offering. The sale of the Company&#146;s common stock in accordance with the Purchase
Agreement was exempt from the registration requirements of the Securities Act of 1933, as amended
(the &#147;Securities Act&#146;), pursuant to transactions by an issuer not involved in any public offering
under Section&nbsp;4(a)(2) of the Securities Act and Rule&nbsp;506 of Regulation&nbsp;D promulgated under the
Securities Act (&#147;Regulation&nbsp;D&#148;). The Company made this determination based on the representations
of the Sellers that they are each &#147;accredited investors&#148; within the meaning of Rule&nbsp;501 of
Regulation&nbsp;D, have access to adequate information about the Company and their investment in the
Castle Brands Shares and other customary representations and warranties made by accredited
investors in an exempt offering.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
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<P align="left" style="font-size: 10pt"><B>Item&nbsp;7.01 Regulation&nbsp;FD Disclosure.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">On March&nbsp;30, 2017, the Company issued a press release announcing the GCP Share Acquisition and
the transactions contemplated by the Purchase Agreement, Amended and Restated Distribution
Agreement, and Export Agreement Amendment. A copy of the press release is furnished as Exhibit&nbsp;99.1
to this Current Report on Form 8-K.


<P align="left" style="font-size: 10pt; text-indent: 4%">In accordance with General Instruction B.2 of Form 8-K, Exhibit&nbsp;99.1 attached hereto is being
furnished pursuant to Item&nbsp;7.01 of Form 8-K and will not, except to the extent required by
applicable law or regulation, be deemed filed by Castle Brands Inc. for purposes of Section&nbsp;18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor will such exhibit be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as
expressly set forth by specific reference in such filing.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">(d)&nbsp;Exhibits.


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    <TD width="1%" nowrap align="right">2.1</TD>
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    <TD>Stock Purchase Agreement, dated March&nbsp;29, 2017, by and among Castle Brands Inc., Gosling&#146;s
Limited, and E. Malcolm B. Gosling.</TD>
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<P align="left" style="font-size: 10pt">4.1 11% Subordinated Note due 2019, issued by the Company.


<P align="left" style="font-size: 10pt">99.1 Press release, issued on March&nbsp;30, 2017.



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	SIGNATURES
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	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.
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	Castle Brands Inc.
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	&nbsp;&nbsp;
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	March 30, 2017
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	By:
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	/s/ Alfred J. Small
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	Name: Alfred J. Small
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<I>
	Title: Senior Vice President, CFO, Treasurer and Secretary
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	2.1
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	&nbsp;
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Stock Purchase Agreement, dated March 29, 2017, by and among Castle Brands Inc., Gosling&#x2019;s Limited, and E. Malcolm B. Gosling.
</FONT>
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	4.1
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11% Subordinated Note due 2019, issued by the Company.
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	99.1
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Press release issued on March 30, 2017.
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Castle Brands Inc. (Form: 8-K)
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):
March 29, 2017
Castle Brands Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Florida
001-32849
41-2103550
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
122 East 42nd Street, Suite 5000, New York, New York
10168
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant's telephone number, including area code:
(646) 356-0200
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:
[  ]  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))
Top of the Form
Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On March 29, 2017, Castle Brands Inc. (the "Company"), entered into a Stock Purchase Agreement
("Purchase Agreement") with Gosling's Limited ("GL") and E. Malcolm B. Gosling ("Gosling," and
together with GL, the "Sellers"). Pursuant to the terms of the Purchase Agreement, the Company
acquired 201,000 shares (the "GCP Share Acquisition") of the common stock of Gosling-Castle
Partners Inc. ("GCP"), representing a 20.1% equity interest in GCP. GCP is a strategic global
export venture between the Company and the Gosling family. As a result of the completion of the GCP
Share Acquisition, the Company's total equity interest in GCP increased to 80.1%. The consideration
for the GCP Share Acquisition was (i) $20,000,000 in cash and (ii) 1,800,000 shares of common stock
of the Company (the "Castle Brands Shares"). Under the Purchase Agreement, the Sellers agreed to a
lockup covenant such that the Castle Brands Shares may not be offered, sold, pledged, or otherwise
transferred for a period of 18 months following the closing date of the GCP Share Acquisition. The
Purchase Agreement contains customary representations, warranties, covenants and closing
conditions.
The foregoing description of the Purchase Agreement in this Current Report on Form 8-K is
qualified in its entirety by reference to the full text of such Purchase Agreement filed as exhibit
2.1 hereto.
Ancillary Agreements
In connection with the GCP Share Acquisition, the Company and Sellers executed or caused to be
executed, certain ancillary agreements, including an Amended and Restated Distribution Agreement
and an Export Agreement Amendment, both as defined herein.
Amended and Restated National Distribution Agreement
On March 29, 2017, Castle Brands (USA) Corp., a wholly-owned subsidiary of the Company
("Castle Brands USA"), entered into an Amended and Restated National Distribution Agreement (the
"Amended and Restated Distribution Agreement") with GCP, which amends and restates the National
Distribution Agreement, dated September 3, 2004, by and between Castle Brands USA and Gosling's
Export (Bermuda) Limited ("GXB"). Pursuant to the Export Agreement (as defined below), GXB, among
other things, assigned its rights, title and interest in and to the National Distribution
Agreement, to GCP. Pursuant to the Amended and Restated Distribution Agreement, Castle Brands USA
continues as the exclusive long-term importer and distributor of certain beverage products as
defined in the Amended and Restated Distribution Agreement, including "Goslings Rum" and "Goslings
Stormy Ginger Beer" (collectively, the "Distribution Products") throughout the United States, and
such other markets as may be added by mutual consent of the parties (the "Distribution Territory").
The initial term of the Amended and Restated Distribution Agreement extends through March 31, 2030,
with automatic ten-year renewal terms thereafter, subject to specific termination rights held by
each party. The Amended and Restated Distribution Agreement automatically terminates upon the
termination, for any reason, of the Export Agreement. Castle Brands USA will purchase Distribution
Products from GCP for distribution in the Distribution Territory at prices set forth in the Amended
and Restated Distribution Agreement, as may be mutually changed by the parties from time to time.
Castle Brands USA is entitled to receive a net margin amount, certain reimbursement costs, and a
specified fee to defray normal overhead costs, all as specified in the Amended and Restated
Distribution Agreement. GCP will maintain primary responsibility and bear the costs for the overall
marketing, advertising, and promotion of the Distribution Products. Also, Castle Brands USA has a
right of first refusal regarding the distribution of any other current or future rum or ginger beer
products GCP currently maintains in, or adds to, its product line for sale in the Distribution
Territory. The Amended and Restated Distribution Agreement includes customary representations,
warranties, and provisions regarding liability and insurance.
Export Agreement Amendment
On March 29, 2017, GCP entered into Amendment No. 4 to Export Agreement (the "Export Agreement
Amendment") with GXB, which further amends the Export Agreement made as of February 14, 2005, by
and between GCP and GXB (as amended from time to time, the "Export Agreement"). Pursuant to the
Export Agreement Amendment, GCP maintains all global distribution rights (with the exception of
Bermuda) during the term of the Export Agreement and continues as the exclusive authorized global
exporter of certain beverage products as defined in the Export Agreement (the "Export Products") in
all national or international markets, with the exception of Bermuda (the "Export Territory"). The
Export Agreement Amendment, among other things, assigns to GCP global distribution and exporting
rights to Goslings Stormy Ginger Beer and all other Goslings Ginger Beer products and extends the
initial term of the Export Agreement from 15 to 25 years, through March 31, 2030, with ten-year
renewal terms thereafter, subject to specific termination rights held by each party. Under the
Export Agreement Amendment, in the event GXB decides to sell any or all of its trademarks (or other
intellectual property rights) relating to the Export Products (other than Goslings Stormy Ginger
Beer) during the term of the Export Agreement, GCP shall have a right of first refusal to purchase
said trademark(s) (and intellectual property rights, if applicable) at the same price being offered
by a bona fide third-party offerer. If GCP does not exercise its right of first refusal, then the
Company shall acquire an identical right of first refusal. In the event GXB should decide to sell
any or all of its Export Products (other than Goslings Stormy Ginger Beer) and/or trademark(s)
(other than Goslings Stormy Ginger Beer), whether sold to an affiliate, a third party, GCP or the
Company, GCP is entitled to share in the proceeds of such sale, according to a schedule specified
in the Export Agreement Amendment. Also, in the event GXB should decide to sell the Export Products
or trademarks relating to Goslings Stormy Ginger Beer, whether sold to an affiliate, a third party,
GCP or the Company, then, GXB agrees to share with GCP an amount equal to a certain percentage of
the proceeds of any such sale as specified in the Export Agreement Amendment.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 and Item 2.03 of this Current Report on Form 8-K is
hereby incorporated by reference herein. On March 30, 2017, the Company completed the GCP Share
Acquisition.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference herein.
On March 29, 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the
"Holder"), an entity affiliated with Phillip Frost, M.D., a director and a principal shareholder of
the Company, in the principal amount of $20,000,000 (the "Note"). The purpose of Company's issuance
of the Note was to finance the GCP Share Acquisition. The Note bears interest quarterly at the rate
of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on
March 15, 2019. All claims of the Holder to principal, interest and any other amounts owed under
the Note are subordinated in right of payment to all indebtedness of the Company existing as of the
date of the Note. The Note contains customary events of default and may be prepaid by the Company,
in whole or in part, without penalty, at any time.
The foregoing description of the Note in this Current Report on Form 8-K is qualified in its
entirety by reference to the full text of such Note filed as exhibit 4.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference herein.
Pursuant to the Purchase Agreement, the Company issued the Castle Brands Shares to the Sellers
in an unregistered offering. The sale of the Company's common stock in accordance with the Purchase
Agreement was exempt from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act'), pursuant to transactions by an issuer not involved in any public offering
under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the
Securities Act ("Regulation D"). The Company made this determination based on the representations
of the Sellers that they are each "accredited investors" within the meaning of Rule 501 of
Regulation D, have access to adequate information about the Company and their investment in the
Castle Brands Shares and other customary representations and warranties made by accredited
investors in an exempt offering.
Item 7.01 Regulation FD Disclosure.
On March 30, 2017, the Company issued a press release announcing the GCP Share Acquisition and
the transactions contemplated by the Purchase Agreement, Amended and Restated Distribution
Agreement, and Export Agreement Amendment. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 attached hereto is being
furnished pursuant to Item 7.01 of Form 8-K and will not, except to the extent required by
applicable law or regulation, be deemed filed by Castle Brands Inc. for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor will such exhibit be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1
Stock Purchase Agreement, dated March 29, 2017, by and among Castle Brands Inc., Gosling's
Limited, and E. Malcolm B. Gosling.
4.1 11% Subordinated Note due 2019, issued by the Company.
99.1 Press release, issued on March 30, 2017.
Top of the Form
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.
Castle Brands Inc.
March 30, 2017
By:
/s/ Alfred J. Small
Name: Alfred J. Small
Title: Senior Vice President, CFO, Treasurer and Secretary
Top of the Form
Exhibit Index
Exhibit No.
Description
2.1
Stock Purchase Agreement, dated March 29, 2017, by and among Castle Brands Inc., Gosling's Limited, and E. Malcolm B. Gosling.
4.1
11% Subordinated Note due 2019, issued by the Company.
99.1
Press release issued on March 30, 2017.