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: September 6, 2019
PURE HARVEST CANNABIS GROUP, INC.
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(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
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State of Incorporation Commission File IRS Employer
Number Identification No.
2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
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Address of principal executive offices
(800) 560-5148
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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 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Trading Name of each exchange
each class Symbol(s) on which registered
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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 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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 13(a) of the
Exchange Act. [X]
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Item 1.01 Entry Into a Material Definitive Agreement
See Item 2.01 of this report.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 6, 2019 the Company acquired all of the outstanding membership
interests in Prolific Nutrition, LLC and Gratus Living, LLC (collectively
"Prolific Nutrition") for 400,000 shares of the Company's restricted common
stock.
Prolific Nutrition and Gratus Living are Colorado-based hemp/CBD companies
that have developed and now market a line of CBD products direct to consumers.
Prolific Nutrition and Gratus Living currently offer CBD oil tincture, CBD oil
gummies, CBD oil capsules, CBD oil lotion, hemp oil and lip balm. Prolific
Nutrition and Gratus Living have also developed and now market hemp extract
dietary supplements, hemp extract capsules for pain and hemp extract pet treats
for dogs and cats.
In connection with this acquisition, Daniel Garza, a member of Prolific,
was appointed as the Company's Chief Marketing Officer and a director.
Mr. Garza brings over 10 years of business and marketing experience to the
Company. In 2009 he founded Denver Print Company, grew it into a multi-million
dollar business in less than five years and has consistently grown the business
by 30% year over year since its inception. Mr. Garza was hired as the Chief
Executive Officer of Prolific Nutrition in 2018 where he branded Colorado CBD
Oil and launched Wild Pet Blends.
Item 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of the securities described
above. The persons who acquired these securities were sophisticated investors
and were provided full information regarding the Company's business and
operations. There was no general solicitation in connection with the offer or
sale of these securities. The persons who acquired these securities acquired
them for their own accounts. The certificates representing these securities will
bear a restricted legend providing that they cannot be sold except pursuant to
an effective registration statement or an exemption from registration. No
commission was paid to any person in connection with the sale of these
securities.
Item 5.02. Departure of Directors or Certain Officers; Elections of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
See Item 2.01 of this report.
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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.
September 10, 2019
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer