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
October 22, 2021
Date of Report (Date of earliest event reported)
Generation Hemp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-55019 | | 26-3119496 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| 8533 Midway Road, Dallas, Texas | | 75209 |
| (Address of principal executive offices) | | (Zip Code) |
(469) 209-6154
(Registrant’s 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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein
Item 1.01 Entry Into a Material Definitive Agreement
On October 22, 2021, the Company entered into an Amended and Restated Promissory Note (the “Note”) with, Gary C. Evans, the Company’s Chief Executive Officer and a Director of the Company. The Note amends the previously disclosed note and amendments, adding an additional advance of $15,000, taking the outstanding balance under the Note to $635,000 with an interest rate of 10% and a maturity date of January 1, 2022. These terms were approved by the independent members of the Company’s Board of Directors. A copy of the Note is attached hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities.
The following is a summary of transactions by us since our previous disclosures on our Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission on August 13, 2021, involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment purposes only, without intent to distribute to the public; and (v) the securities were issued with restrictive legends and stop transfer orders preventing their transfer, sale or other disposition without an applicable exemption under the Securities Act:
On October 22, 2021, the Company issued a total of 416,667 shares of restricted common stock of the Company (the “Common Stock”) to an accredited investor in connection with a private placement investment in the Company. The offering price was $0.60 per share for total proceeds of $250,000. In addition, the shares were issued as units with an additional 416,667 warrants (the “Warrants”) to purchase shares of Common Stock, with a $0.60 exercise price per warrant. The Warrants are exercisable over a two-year period and the Company has an optional redemption on the Warrants.
In addition, on October 22, 2021, the three holders of the Company’s Series B Preferred Stock, including Gary C. Evans, the Company’s Chief Executive Officer, entered into transactions in which they accepted the mandatory redemption payment required pursuant to the Series B Preferred Stock certificate of designation in a number of Series B units (the “Series B Units”) consisting of shares of Series B Preferred Stock and warrants to purchase shares of the Company’s Common Stock, as previously described in the Company’s filings with the Securities and Exchange Commission, to effectively waive the redemption requirement with respect to their then outstanding Series B Units. All other terms of the Series B Units remain unchanged and the holders’ ownership interest in the Series B Preferred Units remains the same as it was before such transactions.
All securities granted or sold under these arrangements are unregistered, non-transferrable and non-saleable, and may only be resold or transferred if they later become registered or fall under an exemption to the Securities Act and applicable state laws.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Generation Hemp, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GENERATION HEMP, INC. |
| | | |
| Date: October 28, 2021 | By: | /s/ Gary C. Evans |
| | | Gary C. Evans |
| | | Chief Executive Officer |
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