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: July 29, 2020
PURE HARVEST CORPORATE GROUP, INC.
(Name of registrant as specified in its charter)
| Colorado | | 333-212055 | | 71-0952431 |
State of
Incorporation | | Commission
File Number | | IRS Employer
Identification No. |
| | 2401 E. 2nd Avenue, Suite 600 | |
| | Denver, CO 80206 | |
| | Address of principal executive offices | |
(800) 560-5148
Telephone number, including area code
Former name or former address if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | N/A | | N/A |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging Growth Company [X]
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. [X]
| Item 1.02. | Termination of a Material Definitive Agreement |
On March 12, 2020 the Company entered into an agreement to acquire fifty-one percent (51%) of the outstanding membership interests in How Smooth It Is, Inc. (“HSII”) for $3,000,000 in cash and 7,000,000 shares of the Company’s restricted common stock.
On July 29, 2020 the Company terminated its agreement to acquire 51% of HSII. As a part of the termination agreement:
| ● | The sole shareholder of HSII agreed to pay the Company $2,150,000 by August 7, 2020, and |
| | | |
| ● | HSII agreed to manufacture up to 24 separate products for the Company (such as edibles and vaporizers) upon terms agreeable to both the Company and HSII. The products manufactured by HSII will be sold under Pure Harvest brands with the Company receiving royalties from the sale of the products. |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. |
On July 30, 2020, the Company borrowed $100,000 from David Burcham, an officer and director of the Company.
At the option of Mr. Burcham, the note principal and any accrued interest may be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by the lesser of $0.30 or 80% of the ten day average closing price of the Company’s common stock immediately prior to the date of conversion.
As further consideration, the Company issued 50,000 shares of its restricted common stock to Mr. Burcham.
| Item 3.02. | Unregistered Sales of Equity Securities. |
In connection with the issuance of the note and shares referenced in Item 2.03 of this report, the Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The note and shares were issued to a sophisticated investor who was provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the issuance of the note and shares. No commission was paid to any person in connection with issuance of the note and shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 6, 2020
| | PURE HARVEST CORPORATE GROUP, INC. |
| | |
| | By: | /s/ Matthew Gregarek |
| | | Matthew Gregarek |
| | | Chief Executive Officer |
