UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
Current Report Pursuant to Regulation A
Date of Report: January 25, 2022
(Date of earliest event reported)
HIGHTIMES HOLDING CORP.
(Exact name of issuer as specified in its charter)
| Delaware | | 81-4706993 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
2110 Narcissus Ct.
Venice, California 90291
(Full mailing address of principal executive offices)
(844) 933-3287
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Class A voting Common Stock, par value $0.0001 per share
This Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ITEM 7. Departure of Certain Officers
On January 25, 2022, Peter Horvath, the chief executive officer (“CEO”) of Hightimes Holding Corp., a Delaware corporation (the “Company”), announced that he was resigning from his positions of CEO and director, effective immediately. To our knowledge, Mr. Horvath left his position for personal reasons and there was no dispute or disagreement between Mr. Horvath and the Company.
On January 25, 2022, Paul Henderson, the Company’s President and interim Chief Financial Officer, was appointed to the position of CEO and a director on the Company’s board of directors. Mr. Henderson will also continue in his roles as President and interim Chief Financial Officer. Christopher Chabot, who has acted as an operations consultant for the Company since March of 2020, has been appointed to fill the position of Chief Operating Officer.
ITEM 9. OTHER EVENTS
Extension of Regulation A+ Offering and Termination Date
On January 31, 2021, Hightimes Holding Corp., a Delaware corporation (the “Company”), elected to extend the Company’s existing Regulation A+ offering (the “Offering”) until as late as March 31, 2022. A copy of the updated subscription agreement for the extended Offering is attached as Exhibit 4.1 to this Current Report on Form 1-U and any summary of the terms of such document is subject to, and qualified in its entirety by, the full text of such document, which is incorporated herein by reference.
The Offering is presently paused pending the Company’s completion of an audit of its 2019 and 2020 annual consolidated financial statements and preparation of unaudited consolidated financial statement for the six months ended June 30, 2020 and June 30, 2021, the filing with the SEC of the Company’s annual report on Form 1-K for the year ended December 31, 2019, the semi-annual report on Form 1-SA for the six months ended June 30, 2020, the filing of the Company’s annual report on Form 1-K for the year ended December 31, 2020 and the filing of the Company’s semi-annual report on Form 1-SA for the six months ended June 30, 2021.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Hightimes Holding Corp. |
| | a Delaware corporation |
| | |
| | by: | /s/ Adam E. Levin |
| | Name: | Adam E. Levin |
| | Its: | Executive Chairman of the Board |
| | Date: | January 31, 2022 |
Exhibits to Form 1-U
Index to Exhibits
