ROX / Castle Brands, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Castle Brands, Inc.
US ˙ AMEX ˙ US1484351002
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1311538
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Castle Brands, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
October 22, 2019 SC 13D/A

ROX / Castle Brands, Inc. / VECTOR GROUP LTD Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

October 21, 2019 15-12B

ROX / Castle Brands, Inc. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32849 Castle Brands Inc. (Exact name of registrant as specified in its c

October 18, 2019 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

October 9, 2019 S-8 POS

ROX / Castle Brands, Inc. S-8 POS - - S-8 POS

S-8 POS 1 a19-198065s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 9, 2019 Registration No. 333-133567 Registration No. 333-160380 Registration No. 333-189750 Registration No. 333-216910 Registration No. 333-216911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To Form S-8 Registration Statement No. 333-1335

October 9, 2019 S-8 POS

ROX / Castle Brands, Inc. S-8 POS - - S-8 POS

S-8 POS 1 a19-198064s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 9, 2019 Registration No. 333-133567 Registration No. 333-160380 Registration No. 333-189750 Registration No. 333-216910 Registration No. 333-216911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To Form S-8 Registration Statement No. 333-1335

October 9, 2019 S-8 POS

ROX / Castle Brands, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on October 9, 2019 Registration No.

October 9, 2019 S-8 POS

ROX / Castle Brands, Inc. S-8 POS - - S-8 POS

S-8 POS 1 a19-198062s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 9, 2019 Registration No. 333-133567 Registration No. 333-160380 Registration No. 333-189750 Registration No. 333-216910 Registration No. 333-216911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To Form S-8 Registration Statement No. 333-1335

October 9, 2019 S-8 POS

ROX / Castle Brands, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on October 9, 2019 Registration No.

October 9, 2019 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 21, 2019, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3)

October 9, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 9, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

October 9, 2019 EX-3.1

Amended and Restated Articles of Incorporation of Castle Brands Inc.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CASTLE BRANDS INC. Dated October 9, 2019 Pursuant to and in accordance with Section 607.1007 of the Florida Business Corporation Act (the “Act”), Castle Brands Inc., a Florida corporation (the “Corporation”), does hereby certify, for the purpose of filing these Amended and Restated Articles of Incorporation of the Corporation (these “Am

October 9, 2019 EX-3.2

Amended and Restated By-Laws of Castle Brands Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CASTLE BRANDS INC. A Florida For Profit Corporation Dated as of October 9, 2019 TABLE OF CONTENTS Page ARTICLE 1 MEETINGS OF SHAREHOLDERS 1 1.1 Annual Meeting 1 1.2 Special Meetings 1 1.3 Notice 1 1.4 Notice of Adjourned Meetings 1 1.5 Waiver of Notice of Shareholders’ Meetings 1 1.6 Fixing Record Date 2 1.7 Voting Record 2 1.8 Shareholder Quorum and Voti

October 9, 2019 EX-99.(A)(5)

Press Release dated October 9, 2019 (incorporated by reference to our Schedule 14D-9/A filed with the SEC on October 9, 2019).

Exhibit (a)(5) Press Release – 9 October 2019 PERNOD RICARD COMPLETES ACQUISTION OF CASTLE BRANDS Paris and New York — Pernod Ricard (Euronext ticker RI; ISIN Code: FR0000120693) and Castle Brands Inc.

October 9, 2019 SC 14D9/A

ROX / Castle Brands, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CASTLE BRANDS INC. (Name of Subject Company) CASTLE BRANDS INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 148435100 (

October 9, 2019 EX-99.(A)(5)(B)

PERNOD RICARD COMPLETES ACQUISTION OF CASTLE BRANDS

Exhibit (a)(5)(B) Press Release – 9 October 2019 PERNOD RICARD COMPLETES ACQUISTION OF CASTLE BRANDS Paris and New York — Pernod Ricard (Euronext ticker RI; ISIN Code: FR0000120693) and Castle Brands Inc.

October 9, 2019 SC TO-T/A

ROX / Castle Brands, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Castle Brands Inc. (Name of Subject Company (Issuer)) Rook Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Austin, Nichols & Co., Inc. (Name of Filing Persons (Parent))

September 30, 2019 SC 14D9/A

ROX / Castle Brands, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CASTLE BRANDS INC. (Name of Subject Company) CASTLE BRANDS INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 148435100 (

September 19, 2019 SC TO-T/A

ROX / Castle Brands, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a19-1806113sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Castle Brands Inc. (Name of Subject Company (Issuer)) Rook Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Austin, Nichols &

September 19, 2019 SC 14D9/A

ROX / Castle Brands, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 a19-1806114sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CASTLE BRANDS INC. (Name of Subject Company) CASTLE BRANDS INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHA

September 16, 2019 SC 14D9/A

ROX / Castle Brands, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CASTLE BRANDS INC. (Name of Subject Company) CASTLE BRANDS INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 148435100 (

September 16, 2019 SC TO-T/A

ROX / Castle Brands, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Castle Brands Inc. (Name of Subject Company (Issuer)) Rook Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Austin, Nichols & Co., Inc (Name of Filing Persons (Parent))

September 11, 2019 EX-99.(E)(3)

2

Exhibit (e)(3) PERSONAL AND CONFIDENTIAL May 24, 2019 Philippe Prouvost Group Strategy and M&A Director Pernod Ricard SA 12 Place des Etats-Unis 75783 Paris Cedex 16 France (Pernod Ricard SA being hereinafter defined as “you”) Re: Confidentiality Agreement Dear Mr.

September 11, 2019 SC 14D9

ROX / Castle Brands, Inc. SC 14D9 - - SC 14D9

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CASTLE BRANDS INC. (Name of Subject Company) CASTLE BRANDS INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 148435100 (

September 11, 2019 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL to Tender Shares of Common Stock of CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated September 11, 2019 by ROOK MERGER SUB, INC. a wholly owned subsidiary of AUSTIN, NICHOLS & CO., INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of CASTLE BRANDS INC.

September 11, 2019 EX-99.(D)(3)

2

Exhibit (d)(3) PERSONAL AND CONFIDENTIAL May 24, 2019 Philippe Prouvost Group Strategy and M&A Director Pernod Ricard SA 12 Place des Etats-Unis 75783 Paris Cedex 16 France (Pernod Ricard SA being hereinafter defined as “you”) Re: Confidentiality Agreement Dear Mr.

September 11, 2019 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated September 11, 2019 by ROOK MERGER SUB, INC. a wholly owned subsidiary of AUSTIN, NICHOLS &

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of CASTLE BRANDS INC.

September 11, 2019 EX-99.(A)(1)(D)

Offer to Purchase For Cash All Outstanding Shares of Common Stock of CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated September 11, 2019 by ROOK MERGER SUB, INC. a wholly owned subsidiary of AUSTIN, NICHOLS

Exhibit (a)(1)(D) Offer to Purchase For Cash All Outstanding Shares of Common Stock of CASTLE BRANDS INC.

September 11, 2019 SC TO-T

ROX / Castle Brands, Inc. SC TO-T - - SC TO-T

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 11, 2019 EX-99.(A)(1)(F)

NOTICE OF OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated September 11, 2019 by ROOK MERGER SUB, INC. a wholly owned subsidiary of AUSTIN,

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 11, 2019 EX-99.(A)(1)(E)

Offer to Purchase to For Cash All Outstanding Shares of Common Stock of CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated September 11, 2019 by ROOK MERGER SUB, INC. a wholly owned subsidiary of AUSTIN, NICHO

Exhibit (a)(1)(E) Offer to Purchase to For Cash All Outstanding Shares of Common Stock of CASTLE BRANDS INC.

September 11, 2019 EX-99.(A)(1)(A)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of CASTLE BRANDS INC. at $1.27 PER SHARE, NET IN CASH by ROOK MERGER SUB, INC. (Offeror) a wholly owned subsidiary of AUSTIN, NICHOLS & CO., INC. (Parent) THE OFFER AND WITHDRAWAL RIGH

Use these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of CASTLE BRANDS INC.

September 5, 2019 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 12)* Castle Brands Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 148435100 (CUSIP Number) Steven D. Ru

August 29, 2019 SC TO-C

ROX / Castle Brands, Inc. SC TO-C - - SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Castle Brands Inc. (Name of Subject Company (Issuer)) Rook Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Austin, Nichols & Co., Inc. (Name of Filing Persons (Parent of Offeror)) Common

August 29, 2019 EX-99.1

Pernod Ricard to Acquire Castle Brands for $223 Million Castle Brands Shareholders to Receive $1.27 Per Share in Cash, Representing 92% Premium to Castle Brands Share Price and 109% Premium to 30-Day Volume Weighted Average Share Price

Exhibit 99.1 Pernod Ricard to Acquire Castle Brands for $223 Million Castle Brands Shareholders to Receive $1.27 Per Share in Cash, Representing 92% Premium to Castle Brands Share Price and 109% Premium to 30-Day Volume Weighted Average Share Price PARIS and NEW YORK — August 28, 2019 — Pernod Ricard (Euronext Ticker RI; ISIN Code: FR0000120693) and Castle Brands Inc. (NYSE American: ROX), today a

August 29, 2019 EX-2.1

Agreement and Plan of Merger dated August 28, 2019 among the Company, Parent and Merger Sub.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among Austin, Nichols & Co., Inc., Rook Merger Sub, Inc. and Castle Brands Inc. dated as of August 28, 2019 TABLE OF CONTENTS ARTICLE I THE OFFER. 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Top-Up Option 6 Section 1.04 Offer Documents; Schedule 14D-9; Proxy Statement 8 ARTICLE II THE MERGER 8 Section 2.01 The Merger 8 Secti

August 29, 2019 EX-10.1

Tender and Support Agreement among Parent, Merger Sub and the shareholders listed therein.

EXECUTION VERSION TENDER AND SUPPORT AGREEMENT among AUSTIN, NICHOLS & CO., INC., ROOK MERGER SUB, INC. and the Stockholders Listed on Schedule A Hereto dated as of AUGUST 28, 2019 TABLE OF CONTENTS ARTICLE I AGREEMENT TO TENDER AND VOTE 1.1. Agreement to Tender 2 1.2. Agreement to Vote 2 1.3. Irrevocable Proxy 3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS 2.1. Authorization; Bin

August 29, 2019 EX-99.1

Pernod Ricard to Acquire Castle Brands for $223 Million Castle Brands Shareholders to Receive $1.27 Per Share in Cash, Representing 92% Premium to Castle Brands Share Price and 109% Premium to 30-Day Volume Weighted Average Share Price

Pernod Ricard to Acquire Castle Brands for $223 Million Castle Brands Shareholders to Receive $1.

August 29, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 28, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

August 9, 2019 EX-99.1

Castle Brands Announces Fiscal 2020 First Quarter Results Continued Growth of Jefferson’s Bourbons and Goslings Stormy Ginger Beer and Substantial Expansion and Extension of Credit Facility

Castle Brands Announces Fiscal 2020 First Quarter Results Continued Growth of Jefferson’s Bourbons and Goslings Stormy Ginger Beer and Substantial Expansion and Extension of Credit Facility NEW YORK – August 9, 2019 — Castle Brands Inc.

August 9, 2019 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 9, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File N

August 9, 2019 10-Q

ROX / Castle Brands, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS INC.

July 29, 2019 10-K/A

ROX / Castle Brands, Inc. 10-K/A - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registran

July 19, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): July 17, 2019 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 incor

July 19, 2019 EX-4.2

4.2 Second Amended and Restated Revolving Credit Note, dated as of July 17, 2019, in favor of ACF FinCo I LP.

EXHIBIT 4.2 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE July 17, 2019 $60,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”), and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (“CBUSA”) (collectively, “Borrower”), jointly and severally promise to pay to the

July 19, 2019 EX-4.1

4.1 Eighth Amendment to the Amended and Restated Loan and Security Agreement, dated as of July 17, 2019, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp.*

EXHIBIT 4.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED AS [***]. EIGHTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 EIGHTH AME

June 17, 2019 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2019 Results Net income attributable to common shareholders rises to $5.7 million and Jefferson’s case sales increase 20.6%

Exhibit 99.1 Castle Brands Announces Fourth Quarter and Fiscal 2019 Results Net income attributable to common shareholders rises to $5.7 million and Jefferson’s case sales increase 20.6% NEW YORK – June 17, 2019 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results for the quarter and fiscal ye

June 17, 2019 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): June 17, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (

June 14, 2019 EX-4.15

Description of Castle Brands Inc. Securities *

EXHIBIT 4.15 DESCRIPTION OF CASTLE BRANDS INC.’s SECURITIES The following summarizes certain material terms and provisions of our capital stock. It does not purport to be complete, however, and is qualified in its entirety by reference to Florida law and by the actual terms and provisions contained in our articles of incorporation, as amended, and bylaws. Overview - Authorized and Outstanding Shar

June 14, 2019 10-K

ROX / Castle Brands, Inc. 10-K - Annual Report -

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castl

June 14, 2019 EX-21.1

List of Subsidiaries*

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

May 16, 2019 EX-99.1

Castle Brands Announces Preliminary Fiscal 2019 Results Growth Driven by its High-Performing Bourbon, Premium Ginger Beer and Irish Whiskey Brands

EXHIBIT 99.1 Castle Brands Announces Preliminary Fiscal 2019 Results Growth Driven by its High-Performing Bourbon, Premium Ginger Beer and Irish Whiskey Brands NEW YORK – May 16, 2019 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today announced preliminary, unaudited financial results for the fiscal year ended March 3

May 16, 2019 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 16, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File Num

March 1, 2019 8-K

Submission of Matters to a Vote of Security Holders

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 27, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission Fil

February 28, 2019 EX-99.1

99.1 Castle Brands Inc. Investor Presentation.

February 28, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 28, 2019 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 i

February 14, 2019 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

February 8, 2019 EX-99.1

Castle Brands Announces Fiscal 2019 Third Quarter Results

EX-99.1 2 ex99-1.htm Exhibit 99.1 Castle Brands Announces Fiscal 2019 Third Quarter Results NEW YORK – February 8, 2019 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results for the three and nine months ended December 31, 2018. Operating highlights for the periods ended December 31, 2018: ● Ne

February 8, 2019 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 8, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

February 8, 2019 10-Q

ROX / Castle Brands, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS

February 8, 2019 EX-10.1

Employment Agreement, dated as of February 8, 2019, by and between Castle Brands Inc. and Richard J. Lampen.

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of February 8, 2019 (this “Agreement”), by and between Castle Brands Inc., a Florida corporation (the “Company”), and Richard J. Lampen (“Executive”). In consideration of the mutual covenants set forth in this Agreement, the parties hereto agree as follows: AGREEMENT: 1. Employment. Subject to the terms of this Agreement, the Com

January 28, 2019 EX-4.1

Seventh Amendment to the Amended and Restated Loan and Security Agreement, dated as of January 23, 2019, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on January 28, 2019)

EX-4.1 2 ex4-1.htm EXHIBIT 4.1 SEVENTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Seventh Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is dated as of the date of

January 28, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): January 23, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commission (I.R

January 28, 2019 EX-4.2

Amended and Restated Revolving Credit Note, dated as of January 23, 2019, in favor of ACF FinCo I LP (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed with the SEC on January 28, 2019)

EX-4.2 3 ex4-2.htm EXHIBIT 4.2 AMENDED AND RESTATED REVOLVING CREDIT NOTE January 23, 2019 $27,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”), and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (“CBUSA”) (collectively, “Borrower”), jointly and severally promise

January 25, 2019 DEF 14A

ROX / Castle Brands, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Ru

January 15, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 15, 2019 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

January 15, 2019 EX-99.1

99.1 Castle Brands Inc. Investor Presentation.

November 8, 2018 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 8, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

November 8, 2018 EX-99.1

Castle Brands Announces Fiscal 2019 Second Quarter Results Net Sales Increased 11.6% and Gross Profit Increased 7.0% driven by Continued Growth of Jefferson’s, Irish whiskies and Goslings Stormy Ginger Beer

Exhibit 99.1 Castle Brands Announces Fiscal 2019 Second Quarter Results Net Sales Increased 11.6% and Gross Profit Increased 7.0% driven by Continued Growth of Jefferson’s, Irish whiskies and Goslings Stormy Ginger Beer NEW YORK – November 8, 2018 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial r

November 8, 2018 10-Q

ROX / Castle Brands, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS

November 8, 2018 EX-4.3

Sixth Amendment to the Amended and Restated Loan and Security Agreement, dated as of November 8, 2018, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp.

SIXTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC.

October 5, 2018 EX-4.2

4.2 Amended and Restated Revolving Credit Note, dated as of October 4, 2018, in favor of ACF FinCo I LP.

EXHIBIT 4.2 AMENDED AND RESTATED REVOLVING CREDIT NOTE October 4, 2018 $25,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”), and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (“CBUSA”) (collectively, “Borrower”), jointly and severally promise to pay to the order

October 5, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): October 4, 2018 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 inc

October 5, 2018 EX-4.1

Fifth Amendment to the Amended and Restated Loan and Security Agreement, dated as of October 4, 2018, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on October 5, 2018)

EXHIBIT 4.1 FIFTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is dated as of the date of execution of this Amendme

September 26, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 26, 2018 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

September 26, 2018 EX-99.1

99.1 Castle Brands Inc. Investor Presentation.

EX-99.1 2 ex99-1.htm

August 9, 2018 EX-99.1

Castle Brands Announces Fiscal 2019 First Quarter Results Net Sales Increase 10.8% Driven by Continued Growth of Jefferson’s Bourbons and our Irish whiskey portfolio

EXHIBIT 99.1 Castle Brands Announces Fiscal 2019 First Quarter Results Net Sales Increase 10.8% Driven by Continued Growth of Jefferson’s Bourbons and our Irish whiskey portfolio NEW YORK – August 9, 2018 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results for the three months ended June 30,

August 9, 2018 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 9, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File N

August 9, 2018 10-Q

ROX / Castle Brands, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS INC.

July 25, 2018 10-K/A

ROX / Castle Brands, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registran

June 14, 2018 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2018 Results Net Sales Increase 16.3% and Gross Profit Increases 14.2% Driven by Continued Growth of Jefferson’s bourbon and Irish whiskey portfolios and Goslings Stormy Ginger Beer

Castle Brands Announces Fourth Quarter and Fiscal 2018 Results Net Sales Increase 16.

June 14, 2018 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): June 14, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File Nu

June 14, 2018 EX-21.1

List of Subsidiaries*

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

June 14, 2018 10-K

ROX / Castle Brands, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact

June 7, 2018 EX-10.1

Amendment to Third Amended and Restated Employment Agreement, dated as of June 6, 2018, by and between Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on June 7, 2018)#

EX-10.1 EXHIBIT 10.1 CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168 June 6, 2018 Mr. Mark Andrews Dear Mark: This letter agreement constitutes an amendment to the Third Amended and Restated Employment Agreement dated as of February 26, 2010, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and Mark Andrews (the “Executive”). The Company and

June 7, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 6, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commis

May 18, 2018 EX-4.1

Fourth Amendment to the Amended and Restated Loan and Security Agreement, dated as of May 15, 2018, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on May 18, 2018)

EXHIBIT 4.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Fourth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is dated as of the date of execution of this Amen

May 18, 2018 EX-4.2

Amended and Restated Revolving Credit Note, dated as of May 15, 2018, in favor of ACF FinCo I LP (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed with the SEC on May 18, 2018)

EXHIBIT 4.2 AMENDED AND RESTATED REVOLVING CREDIT NOTE May 15, 2018 $23,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”), and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (“CBUSA”) (collectively, “Borrower”), jointly and severally promise to pay to the order of

May 18, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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): May 15, 2018 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 incorp

April 18, 2018 EX-4.1

First Amendment to 11% Subordinated Note, dated as of April 17, 2018, between Castle Brands Inc. and Frost Nevada Investments Trust (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on April 19, 2018)

EX-4.1 EXHIBIT 4.1 FIRST AMENDMENT TO NOTE THIS FIRST AMENDMENT (THE “FIRST AMENDMENT”) DATED APRIL 17, 2018, SHALL AMEND THE 11% SUBORDINATED NOTE DUE 2019 (THE “NOTE”), DATED AS OF MARCH 29, 2017, BY CASTLE BRANDS INC. (THE “COMPANY”) IN FAVOR OF FROST NEVADA INVESTMENTS TRUST (THE “HOLDER”), AS NOTED BELOW. RECITALS WHEREAS, the Company and the Holder (collectively, the “Parties”) are parties t

April 18, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 17, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Comm

March 19, 2018 CORRESP

ROX / Castle Brands, Inc. CORRESP

CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL INFORMATION OMITTED HEREIN HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

March 16, 2018 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)* Castle Brands Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 148435100 (CUSIP Number) Steven D. Ru

March 9, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2018 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 incor

March 9, 2018 EX-99.1

99.1 Castle Brands Inc. Investor Presentation.

March 5, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm 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 1, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (

February 9, 2018 10-Q

ROX / Castle Brands, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-

February 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

February 8, 2018 EX-99.1

Castle Brands Announces Fiscal 2018 Third Quarter Results Gross Profit Increased 26.2% on Net Sales Increase of 31.5% Driven by Continued Growth of Jefferson’s whiskeys and Goslings Stormy Ginger Beer

EXHIBIT 99.1 Castle Brands Announces Fiscal 2018 Third Quarter Results Gross Profit Increased 26.2% on Net Sales Increase of 31.5% Driven by Continued Growth of Jefferson?s whiskeys and Goslings Stormy Ginger Beer NEW YORK ? February 8, 2018 ? Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results

January 22, 2018 8-K

Unregistered Sales of Equity Securities

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): January 18, 2018 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

January 16, 2018 DEF 14A

ROX / Castle Brands, Inc. 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Ru

December 6, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): December 7, 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

December 6, 2017 EX-99.1

Castle Brands Inc. Investor Presentation.

November 13, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File

November 13, 2017 EX-99.1

Castle Brands Announces Fiscal 2018 Second Quarter Results Gross Profit Increased 10.6% on Net Sales Increase of 6.5% Driven by Continued Growth of Jefferson’s and Goslings Stormy Ginger Beer

EXHIBIT 99.1 Castle Brands Announces Fiscal 2018 Second Quarter Results Gross Profit Increased 10.6% on Net Sales Increase of 6.5% Driven by Continued Growth of Jefferson?s and Goslings Stormy Ginger Beer NEW YORK ? November 9, 2017 ? Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results for the

November 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS

October 20, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 18, 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 in

October 20, 2017 EX-4.2

4.2 Amended and Restated Revolving Credit Note, dated as of October 18, 2017, in favor of ACF FinCo I LP.

AMENDED AND RESTATED REVOLVING CREDIT NOTE October 18, 2017 $21,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (?CBI?), and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (?CBUSA?) (collectively, ?Borrower?), jointly and severally promise to pay to the order of ACF FIN

October 20, 2017 EX-4.1

Third Amendment to the Amended and Restated Loan and Security Agreement, dated as of October 18, 2017, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on October 20, 2017)

THIRD AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC.

September 26, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 26, 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

September 26, 2017 EX-99.1

Castle Brands Inc. Investor Presentation.

August 10, 2017 EX-99.1

Castle Brands Announces Fiscal 2018 First Quarter Results Net Sales Increase 24.5% and Gross Profit Increases 27.7% Driven by Continued Growth of Jefferson’s, Goslings Stormy Ginger Beer and Irish Whiskey Portfolio

Castle Brands Announces Fiscal 2018 First Quarter Results Net Sales Increase 24.5% and Gross Profit Increases 27.7% Driven by Continued Growth of Jefferson?s, Goslings Stormy Ginger Beer and Irish Whiskey Portfolio NEW YORK ? August 9, 2017 ? Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today reported financial results

August 10, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File N

August 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS INC.

July 31, 2017 10-K/A

Castle Brands /A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registran

June 14, 2017 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2017 Results Net Sales Increase 7.0% and Gross Profit Increases 11.0% Driven by Continued Growth of Jefferson’s, Goslings, and Irish whiskey portfolios

Castle Brands Announces Fourth Quarter and Fiscal 2017 Results Net Sales Increase 7.

June 14, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 14, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File Nu

June 14, 2017 10-K

Castle Brands (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact

June 14, 2017 EX-10.1

Restated Export Agreement, dated as of May 9, 2017, between Gosling-Castle Partners Inc. and Gosling’s Export (Bermuda) Limited (incorporated by reference to Exhibit 10.1 to our annual report on Form 10-K filed with the SEC on June 14, 2017) (2)

EXHIBIT 10.1 NOTE: PORTIONS OF THIS EXHIBIT MARKED WITH A “[ * ]” ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE COMPANY TO THE SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THE COMPANY’S CONFIDENTIAL TREATMENT REQUEST. RESTATED Ex

June 14, 2017 EX-10.2

Amended and Restated National Distribution Agreement, dated as of March 29, 2017, by and between Castle Brands (USA) Corp. and Gosling-Castle Partners Inc. (incorporated by reference to Exhibit 10.2 to our annual report on Form 10-K filed with the SEC on June 14, 2017) (2)

EXHIBIT 10.2 NOTE: PORTIONS OF THIS EXHIBIT MARKED WITH A “[ * ]” ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE COMPANY TO THE SECURITIES AND EXCHANGE COMMISSION, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THE COMPANY’S CONFIDENTIAL TREATMENT REQUEST. AMENDED AND

June 14, 2017 EX-21.1

Castle Brands Inc. Subsidiaries

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

June 14, 2017 EX-10.29

Amendment No. 1 to Stockholders Agreement, dated March 29, 2017, by and among Gosling-Castle Partners Inc. and the persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.29 to our annual report on Form 10-K filed with the SEC on June 14, 2017)

EXHIBIT 10.29 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT This Amendment No. 1 (the “Amendment”) made as of the 29th day of March, 2017, by and among Gosling-Castle Partners Inc. (f/k/a Gosling Partners Inc.), a Delaware corporation (the “Company”) and the persons listed on Schedule I set forth on Exhibit A attached hereto (the “Stockholders” and, individually, a “Stockholder”), amends the Stockhold

June 14, 2017 EX-10.18

Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.19 to our annual report on Form 10-K filed with the SEC on June 14, 2017)#

EXHIBIT 10.18 RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE CASTLE BRANDS INC. 2013 INCENTIVE COMPENSATION PLAN THIS AGREEMENT (the “Agreement”), made as of [●], by and between Castle Brands Inc., with its principal office at 122 East 42nd Street, Suite 5000, New York, New York 10168 (the “Company”), and [●] (the “Participant”). WHEREAS, the Board of Directors of the Company (the “Board”) adopt

April 7, 2017 EX-10.2

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and T. Kelley Spillane (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed with the SEC on April 7, 2017)#

EX-10.2

April 7, 2017 EX-10.3

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and Alfred J. Small (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed with the SEC on April 7, 2017)#

EX-10.3

April 7, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 7, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

April 7, 2017 EX-10.4

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and Alejandra Peña (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed with the SEC on April 7, 2017)#

EX-10.4

April 7, 2017 EX-10.1

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and John Glover (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on April 7, 2017)#

EX-10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of April 7, 2017 (this ?Agreement?), by and between Castle Brands Inc., a Florida corporation (the ?Company?), and John S. Glover (?Executive?). In consideration of the mutual covenants set forth in this Agreement, the parties hereto agree as follows: AGREEMENT: 1. Employment. Subject to the terms of this Agreement, the C

March 30, 2017 EX-2.1

Stock Purchase Agreement, dated March 29, 2017, by and among Castle Brands Inc., Gosling’s Limited, and E. Malcolm B. Gosling (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed with the SEC on March 30, 2017)

EXHIBIT 2.1 Execution Version March 29, 2017 Gosling?s Limited Attention: Dr. Nancy Gosling, President and Chief Executive Officer P.O. Box HM 827 Hamilton, HM CX Bermuda Mr. E. Malcolm B. Gosling ?Bloomfield? 15 Middle Road Paget, PG 01 Bermuda Re: Gosling-Castle Partners Inc. (?GCP?) Dear Nancy and Malcolm: This letter, once fully executed and delivered, constitutes a securities purchase agreeme

March 30, 2017 EX-4.1

11% Subordinated Note due 2019, issued by the Company (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on March 30, 2017)

EX-4.1

March 30, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 (Comm

March 30, 2017 EX-99.1

EX-99.1

EX-99.1

March 23, 2017 S-8

Registration Statement No. 333-216911, filed on March 23, 2017, registering an additional 10,000,000 Shares issuable under the 2013 Incentive Compensation Plan, as amended.

As filed with the Securities and Exchange Commission on March 23, 2017 Registration No.

March 23, 2017 EX-4.4

Amendment No. 1 to the Castle Brands Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 to our registration statement on Form S-8 filed with the SEC on March 23, 2017)#

EXHIBIT 4.4 AMENDMENT NO. 1 TO THE CASTLE BRANDS INC. 2013 INCENTIVE COMPENSATION PLAN THIS AMENDMENT No. 1 (the ?Amendment?), is made as of this 28th day of February, 2017 to the Castle Brands Inc. (the ?Company?) 2013 Incentive Compensation Plan (the ?Plan?). WHEREAS, the Company did establish the Plan, effective as of October 15, 2012; and WHEREAS, on December 16, 2016, the Board of Directors o

March 23, 2017 S-8

Registration Statement No. 333-216910, filed on March 23, 2017, registering 3,000,000 Shares issuable under the 2017 Employee Stock Purchase Plan; and

S-8 1 v462478s8.htm FORM S-8 As filed with the Securities and Exchange Commission on March 23, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CASTLE BRANDS INC. (Exact Name of Registrant as Specified in Its Charter) Florida 41-2103550 (State or Other Jurisdiction of Incorporation or

March 13, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commissi

March 13, 2017 EX-99.1

CASTLE BRANDS

Investor presentation Exhibit 99.1 CASTLE BRANDS COMPANY PRESENTATION March 2017 Forward Looking Statements CASTLE BRANDS MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATION

March 1, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 28, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (C

March 1, 2017 EX-99.1

Castle Brands Announces National Supply Agreement with Walmart Castle Brands to Supply Approximately 4,500 Walmart Stores with Goslings Stormy Ginger Beer

EX-99.1 Castle Brands Announces National Supply Agreement with Walmart Castle Brands to Supply Approximately 4,500 Walmart Stores with Goslings Stormy Ginger Beer NEW YORK – February 28, 2017 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium brands, today announced an agreement to supply Goslings Stormy Ginger Beer and Goslings Stormy Diet Gi

February 10, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 9, 2017 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

February 10, 2017 EX-99.1

Castle Brands Announces Fiscal 2017 Third Quarter Results Gross Profit Increased 14.4% on Net Sales Increase of 6.4% Driven by Continued Strong Growth of Jefferson’s, Goslings, and Irish whiskey portfolios

EX-99.1 Castle Brands Announces Fiscal 2017 Third Quarter Results Gross Profit Increased 14.4% on Net Sales Increase of 6.4% Driven by Continued Strong Growth of Jefferson’s, Goslings, and Irish whiskey portfolios NEW YORK – February 9, 2017 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results fo

February 9, 2017 10-Q

Castle Brands FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS INC.

January 11, 2017 DEF 14A

Castle Brands Inc. 2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit A to our definitive proxy statement on Schedule 14A for the 2016 annual meeting of shareholders, filed with the SEC on January 11, 2017)#

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

December 7, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 7, 2016 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 in

December 7, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION December 2016

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION December 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS, PROFITABILITY, LIQ

November 9, 2016 EX-99.1

Castle Brands Announces Fiscal 2017 Second Quarter Results Gross Profit Increased 9.5% on Net Sales Increase of 5.9% Driven by Continued Strong Growth of Whiskeys

EX-99.1 Castle Brands Announces Fiscal 2017 Second Quarter Results Gross Profit Increased 9.5% on Net Sales Increase of 5.9% Driven by Continued Strong Growth of Whiskeys NEW YORK ? November 9, 2016 ? Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and six month periods ended Sep

November 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2016 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 in

November 9, 2016 10-Q

Castle Brands FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32849 CASTLE BRANDS INC

September 7, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION September 8, 2016

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION September 8, 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS, PROFITABILITY,

September 7, 2016 8-K

Castle Brands FORM 8-K (Current Report/Significant Event)

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): September 7, 2016 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 i

August 9, 2016 EX-99.1

Castle Brands Announces First Quarter Fiscal 2017 Results

EX-99.1 Castle Brands Announces First Quarter Fiscal 2017 Results Jefferson’s Bourbon named a “Hot Prospect” Brand by Impact Newsletter NEW YORK – August 9, 2016 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter ended June 30, 2016. Operating highlights for the quarter ended Ju

August 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Comm

August 9, 2016 EX-99.1

Castle Brands Announces First Quarter Fiscal 2017 Results

EX-99.1 Castle Brands Announces First Quarter Fiscal 2017 Results Jefferson’s Bourbon named a “Hot Prospect” Brand by Impact Newsletter NEW YORK – August 9, 2016 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter ended June 30, 2016. Operating highlights for the quarter ended Ju

August 9, 2016 10-Q

Castle Brands FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as specifie

August 9, 2016 10-Q

Castle Brands FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as specifie

July 29, 2016 10-K/A

Castle Brands FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registrant as

July 18, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION July 2016

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION July 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS, PROFITABILITY, LIQUIDI

July 18, 2016 8-K

Castle Brands FORM 8-K (Current Report/Significant Event)

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): July 18, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction of incorporation) (Commission File Nu

June 14, 2016 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2016 Results Net Sales Increase 25.7% Driven by Strong Growth of Whiskeys, Goslings Rum and Goslings Stormy Ginger Beer

EX-99.1 Castle Brands Announces Fourth Quarter and Fiscal 2016 Results Net Sales Increase 25.7% Driven by Strong Growth of Whiskeys, Goslings Rum and Goslings Stormy Ginger Beer NEW YORK ? June 14, 2016 ? Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter and year ended March 31,

June 14, 2016 8-K

Castle Brands LIVE FILING (Current Report/Significant Event)

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): June 14, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

June 14, 2016 EX-21.1

Castle Brands Inc. Subsidiaries

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

June 13, 2016 10-K

Castle Brands FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact nam

June 6, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION Roth Capital Partners June 2016

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION Roth Capital Partners June 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS,

June 6, 2016 8-K

Castle Brands FORM 8-K (Current Report/Significant Event)

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): June 6, 2016 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 incorp

May 19, 2016 EX-99.1

Castle Brands Announces Preliminary Fiscal 2016 Results Net Sales Increase Approximately 25% Year-Over-Year; Strong Growth in Jefferson’s Bourbons and Goslings Rums and Ginger Beer Drove Record Case Sales for Fiscal 2016

EX-99.1 2 exhibit1.htm EX-99.1 Castle Brands Announces Preliminary Fiscal 2016 Results Net Sales Increase Approximately 25% Year-Over-Year; Strong Growth in Jefferson’s Bourbons and Goslings Rums and Ginger Beer Drove Record Case Sales for Fiscal 2016 NEW YORK – May 19, 2016 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, t

May 19, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 19, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commis

March 18, 2016 8-K

Submission of Matters to a Vote of Security Holders

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 17, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Comm

March 9, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION March 2016

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION March 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS, PROFITABILITY, LIQUID

March 9, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2016 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 incor

March 2, 2016 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

February 26, 2016 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION February 2016

BACKGROUND 1 COMPANY PRESENTATION February 2016 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

February 26, 2016 8-K

Castle Brands FORM 8-K (Current Report/Significant Event)

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 26, 2016 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 i

February 10, 2016 EX-99.1

Castle Brands Announces Fiscal 2016 Third Quarter Results Goslings Rum and Goslings Stormy Ginger Beer Post Strong Results Net Sales increase 8.0% for the Quarter and 26.5% Year to Date

EX-99.1 Castle Brands Announces Fiscal 2016 Third Quarter Results Goslings Rum and Goslings Stormy Ginger Beer Post Strong Results Net Sales increase 8.0% for the Quarter and 26.5% Year to Date NEW YORK ? February 9, 2016 ? Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and nine

February 10, 2016 8-K/A

Castle Brands LIVE FILING (Current Report/Significant Event)

Castle Brands Inc. (Form: 8-K/A) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 9, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or

February 9, 2016 10-Q

ROX / Castle Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as spec

February 9, 2016 EX-99.1

Castle Brands Announces Fiscal 2016 Third Quarter Results Goslings Rum and Goslings Stormy Ginger Beer Post Strong Results Net Sales increase 8.0% for the Quarter and 26.5% Year to Date

EX-99.1 Castle Brands Announces Fiscal 2016 Third Quarter Results Goslings Rum and Goslings Stormy Ginger Beer Post Strong Results Net Sales increase 8.0% for the Quarter and 26.5% Year to Date NEW YORK – February 9, 2016 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and nine

February 9, 2016 8-K

Castle Brands LIVE FILING (Current Report/Significant Event)

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): February 9, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

February 5, 2016 DEF 14A

Castle Brands DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

February 3, 2016 EX-10.2

EX-10.2

EX-10.2

February 3, 2016 EX-10.4

EX-10.4

EX-10.4 5 exhibit4.htm EX-10.4 CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168 February 1, 2016 Mr. Alfred J. Small Dear Al: This letter agreement constitutes an amendment to the Amended and Restated Employment Agreement dated as of November 13, 2007, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and Alfred J. Small (the “Executive”). The

February 3, 2016 8-K

Castle Brands LIVE FILING (Current Report/Significant Event)

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): February 1, 2016 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

February 3, 2016 EX-10.3

EX-10.3

EX-10.3

February 3, 2016 EX-10.1

Amendment to Third Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on February 3, 2016)#

EX-10.1 CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168 February 1, 2016 Mr. Mark Andrews Dear Mark: This letter agreement constitutes an amendment to the Third Amended and Restated Employment Agreement dated as of February 26, 2010, as previously amended (the ?Agreement?), between Castle Brands Inc. (the ?Company?) and Mark Andrews (the ?Executive?). The Company and the Exec

November 9, 2015 EX-99.1

Castle Brands Announces Fiscal 2016 Second Quarter Results Net Sales Increase 38.5% Driven by Continued Strong Growth of Whiskeys, Rums and Goslings Stormy Ginger Beer

EX-99.1 Castle Brands Announces Fiscal 2016 Second Quarter Results Net Sales Increase 38.5% Driven by Continued Strong Growth of Whiskeys, Rums and Goslings Stormy Ginger Beer NEW YORK ? November 9, 2015 ? Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and six month periods ende

November 9, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

November 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as spe

October 29, 2015 EX-99.1

Castle Brands and Pallini SpA Announce Extension and Expansion of Exclusive Distribution Agreement - - Term extended for additional five-year period New product lines, Maraschino Pallini and Ferro China Baliva, added

EX-99.1 3 exhibit2.htm EX-99.1 Castle Brands and Pallini SpA Announce Extension and Expansion of Exclusive Distribution Agreement - - Term extended for additional five-year period New product lines, Maraschino Pallini and Ferro China Baliva, added NEW YORK, October 29, 2015 /PRNewswire/ — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium brande

October 29, 2015 EX-10.1

Extension and Amendment Agreement, dated as of October 24, 2015, by and between Castle Brands (USA) Corp. and Pallini S.p.A. (f/k/a Pallini Internazionale S.r.l.) (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on October 29, 2015)(2)

EX-10.1 2 exhibit1.htm EX-10.1 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[*]” IN PLACE OF THE REDACTED LANGUAGE. EXTENSION AND AMENDMENT AGREEMENT This Agreement (this “Amendment Agreeme

October 29, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 24, 2015 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 in

September 1, 2015 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION September 2015

Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION September 2015 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE OPERATIONS, MARGINS, PROFITABILITY, LI

September 1, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 1, 2015 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 i

August 18, 2015 EX-4.1

Second Amendment to the Amended and Restated Loan and Security Agreement, dated as of August 17, 2015, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on August 18, 2015)

EX-4.1 Exhibit 4.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 Effective Date: August 7, 2015 1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is dated

August 18, 2015 8-K

Castle Brands LIVE FILING (Current Report/Significant Event)

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): August 17, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Com

August 10, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Com

August 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as specifie

August 10, 2015 EX-4.1

First Amendment to the Amended and Restated Loan and Security Agreement, dated as of August 7, 2015, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on August 10, 2015)

EX-4.1 2 exhibit1.htm EX-4.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND ACF FINCO I LP DATED AS OF SEPTEMBER 22, 2014 Effective Date: August 7, 2015 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (this “Agreement”) is d

August 10, 2015 EX-4.2

EX-4.2

EX-4.2

August 10, 2015 EX-10.1

Reaffirmation Agreement, dated as of August 7, 2015, by and among the Company, Castle Brands (USA) Corp., the officers’ signatory thereto and certain junior lenders to the Company (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on August 10, 2015)

EX-10.1

August 10, 2015 EX-99.1

Castle Brands Announces First Quarter Fiscal 2016 Results Net Sales Increase 37.8% Driven by Strong Growth of Whiskeys, Rums and Gosling’s Stormy Ginger Beer

EX-99.1 Castle Brands Announces First Quarter Fiscal 2016 Results Net Sales Increase 37.8% Driven by Strong Growth of Whiskeys, Rums and Gosling’s Stormy Ginger Beer NEW YORK – August 10, 2015 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter ended June 30, 2015. Operating high

August 10, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 7, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Comm

July 28, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registrant as

June 16, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 ¨ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Bran

June 16, 2015 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2015 Results Net Sales Increase 19.4% Driven by Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer

EX-99.1 Castle Brands Announces Fourth Quarter and Fiscal 2015 Results Net Sales Increase 19.4% Driven by Strong Growth of Whiskeys and Gosling?s Stormy Ginger Beer NEW YORK ? June 16, 2015 ? Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter and year ended March 31, 2015. Operati

June 16, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 16, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

June 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION

z UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact n

June 15, 2015 EX-21.1

Castle Brands Inc. Subsidiaries

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

April 20, 2015 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION APRIL 2015

EX-99.1 2 v407603ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BACKGROUND 1 COMPANY PRESENTATION APRIL 2015 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, RELATE TO THE DISCUSSION OF OUR BUSINESS STRATEGIES AND OUR EXPECTATIONS CONCERNING FUTURE O

April 20, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 20, 2015 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 inco

March 26, 2015 8-K

Submission of Matters to a Vote of Security Holders

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 26, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Comm

March 17, 2015 SC 13D/A

ROX / Castle Brands, Inc. / I.L.A.R. S.p.A. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

February 17, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 17, 2015 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (C

February 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as spec

February 17, 2015 EX-99.1

Castle Brands Announces Fiscal 2015 Third Quarter Results Net Sales Increase 17% Driven by Continued Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer

EX-99.1 2 exhibit1.htm EX-99.1 Castle Brands Announces Fiscal 2015 Third Quarter Results Net Sales Increase 17% Driven by Continued Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer NEW YORK – February 17, 2015 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and nine m

February 6, 2015 DEF 14A

ROX / Castle Brands, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

November 21, 2014 424B5

CASTLE BRANDS INC. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Number 333-198414 Prospectus Supplement (To Prospectus dated September 12, 2014) CASTLE BRANDS INC.

November 21, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 20, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (C

November 21, 2014 EX-1.1

CASTLE BRANDS INC. EQUITY DISTRIBUTION AGREEMENT

EX-1.1 2 exhibit1.htm EX-1.1 Exhibit 1.1 CASTLE BRANDS INC. EQUITY DISTRIBUTION AGREEMENT November 20, 2014 Barrington Research Associates, Inc. 169 North Clark St. Suite 2950 Chicago, Illinois 60601 Ladies and Gentlemen: Castle Brands Inc., a corporation organized under the laws of the State of Florida (the “Company”), proposes, subject to the terms and conditions stated in this equity distributi

November 17, 2014 EX-99.1

Castle Brands Announces Fiscal 2015 Second Quarter Results Net Sales Increase 14.8% Driven by Continued Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer

EX-99.1 Castle Brands Announces Fiscal 2015 Second Quarter Results Net Sales Increase 14.8% Driven by Continued Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer NEW YORK – November 17, 2014 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and six month periods ended Se

November 17, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 17, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (C

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as sp

September 24, 2014 EX-4.1

Amended and Restated Loan and Security Agreement, dated as of September 22, 2014, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed with the SEC on September 24, 2014)

EX-4.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN ACF FINCO I LP AND CASTLE BRANDS INC. AND CASTLE BRANDS (USA) CORP. Dated September 22, 2014 TABLE OF CONTENTS ARTICLE 1.DEFINITIONS. ARTICLE 2.THE LOANS. 2.1. 2.1.A. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. ARTICLE 3.INTEREST AND FEES. Revolving Credit; Revolving Credit Note. Term Loan. Conditions To Loans and Advances. Overadvances.

September 24, 2014 EX-4.2

AMENDED AND RESTATED TERM NOTE

EX-4.2 AMENDED AND RESTATED TERM NOTE September 22, 2014 $4,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”) and CASTLE BRANDS (USA) CORP. a corporation organized under the laws of the State of Delaware (“CBUSA”) (individually and collectively, “Borrower”), jointly and severally promise to pay to the order

September 24, 2014 EX-10.1

REAFFIRMATION AGREEMENT

EX-10.1 REAFFIRMATION AGREEMENT THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of September 22, 2014, by the undersigned in favor of ACF FINCO I LP (“Lender”). RECITALS: Keltic Financial Partners II, LP sold substantially all of its assets to, and transferred substantially all of its liabilities to, ACF FINCO I LP, a Delaware limited partnership (“Lender”) effective June 4, 2014 pursua

September 24, 2014 EX-4.3

AMENDED AND RESTATED REVOLVING CREDIT NOTE

EX-4.3 AMENDED AND RESTATED REVOLVING CREDIT NOTE September 22, 2014 $12,000,000.00 Tarrytown, New York FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”) and CASTLE BRANDS (USA) CORP. a corporation organized under the laws of the State of Delaware (“CBUSA”) (individually and collectively, “Borrower”) promises, jointly and severally, to p

September 24, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 htm50545.htm LIVE FILING 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): September 22, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (

September 4, 2014 EX-99.1

BACKGROUND 1 COMPANY PRESENTATION SEPTEMBER 2014

BACKGROUND 1 COMPANY PRESENTATION SEPTEMBER 2014 MATTERS DISCUSSED IN THIS PRESENTATION CONTAIN FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

September 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 3, 2014 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 i

August 27, 2014 S-3

ROX / Castle Brands, Inc. S-3 - - S-3

As filed with the Securities and Exchange Commission on August 27, 2014 Registration No.

August 15, 2014 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL - SC 13D/A Activist Investment

SC 13D/A 1 v387022sc13d-a.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)* Castle Brands Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 148435100 (CUSIP Number) Steven D.

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as specifie

August 14, 2014 EX-99.1

Castle Brands Announces Fiscal 2015 First Quarter Results Net Sales Increase 15.0% Driven by Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer

EX-99.1 Castle Brands Announces Fiscal 2015 First Quarter Results Net Sales Increase 15.0% Driven by Strong Growth of Whiskeys and Gosling’s Stormy Ginger Beer NEW YORK – August 14, 2014 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter ended June 30, 2014. Operating highlights

August 14, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Com

July 29, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Castle Brands Inc. (Exact name of registrant as

June 30, 2014 EX-99.1

Castle Brands Announces Fourth Quarter and Fiscal 2014 Results Net Sales Increase 16.2% Driven by Strong Growth of Whiskeys and Rum

EX-99.1 Castle Brands Announces Fourth Quarter and Fiscal 2014 Results Net Sales Increase 16.2% Driven by Strong Growth of Whiskeys and Rum NEW YORK — June 30, 2014 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the quarter and year ended March 31, 2014. Operating highlights for the fis

June 30, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact nam

June 30, 2014 EX-3.1

Composite Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our annual report on Form 10-K for the fiscal year ended March 31, 2014 filed with the SEC on June 30, 2014)

THIS COMPOSITE ARTICLES OF INCORPORATION OF CASTLE BRANDS INC. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO FILED WITH THE FLORIDA SECRETARY OF STATE ON OR PRIOR TO JUNE 30, 2014, BUT IS NOT AN AMENDMENT AND/OR RESTATEMENT THEREOF. COMPOSITE ARTICLES OF INCORPORATION OF CASTLE BRANDS INC. Article I NAME The name of this corpo

June 30, 2014 EX-21.1

Castle Brands Inc. Subsidiaries

EXHIBIT 21.1 Castle Brands Inc. Subsidiaries Name State/Country of Incorporation Castle Brands (USA) Corp. Delaware, USA Gosling-Castle Partners Inc. Delaware, USA Castle Brands Spirits Group Limited Ireland Castle Brands Spirits Company Limited Ireland Castle Brands Spirits Marketing and Sales Company Limited Ireland Castle Brands Spirits Company (GB) Limited United Kingdom

June 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 30, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

June 18, 2014 SC 13D/A

ROX / Castle Brands, Inc. / I.L.A.R. S.p.A. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

April 7, 2014 SC 13D/A

ROX / Castle Brands, Inc. / Lafferty LTD - FORM SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

April 2, 2014 8-K

Other Events - LIVE FILING

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): April 2, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

March 14, 2014 SC 13D/A

ROX / Castle Brands, Inc. / FROST PHILLIP MD ET AL - FORM SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

March 14, 2014 SC 13D/A

ROX / Castle Brands, Inc. / VECTOR GROUP LTD - FORM SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.

March 11, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 htm49437.htm LIVE FILING 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 5, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Commi

February 18, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - LIVE FILING

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): February 18, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (C

February 18, 2014 EX-99.1

- — - Sales Increased 28% in the Quarter Driven by Strong Growth of Whiskies and Rum

EX-99.1 Exhibit 99.1 Castle Brands Announces Fiscal 2014 Third Quarter Results - — - Sales Increased 28% in the Quarter Driven by Strong Growth of Whiskies and Rum NEW YORK — February 18, 2014 — Castle Brands Inc. (NYSE MKT: ROX), a developer and international marketer of premium and super-premium branded spirits, today reported financial results for the three and nine month periods ended December

February 14, 2014 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32849 CASTLE BRANDS INC. (Exact name of registrant as spe

January 31, 2014 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

January 27, 2014 EX-10.1

Amendment to Fourth Amended and Restated Employment Agreement, dated as of January 24, 2014, by and between Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on January 27, 2014)#

EX-10.1 CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168 January 24, 2014 Mr. Mark Andrews Dear Mark: This letter agreement constitutes an amendment to the Fourth Amended and Restated Employment Agreement dated as of May 11, 2012, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and Mark Andrews (the “Executive”). The Company and Executive wi

January 27, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - LIVE FILING

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): January 24, 2014 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 001-32849 41-2103550 (State or other jurisdiction (Co

January 27, 2014 EX-10.2

CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168

EX-10.2 CASTLE BRANDS INC. 122 East 42nd Street Suite 4700 New York, NY 10168 January 24, 2014 Mr. John Glover Dear John: This letter agreement constitutes an amendment to the Employment Agreement dated as of January 24, 2008, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and John Glover (the “Executive”). The Company and Executive wish to amend the Agreement

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