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: April 27, 2020
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 Commission File IRS Employer
Incorporation 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 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-14(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 (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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Trading Name of each exchange on which
class Symbol(s) registered
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None N/A N/A
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 April 24, 2020 the Company acquired substantially all of the assets of
EdenFlo, LLC, a producer of CBD extracts and concentrates, for 7,000,000 shares
of the Company's restricted common stock and the release of their obligation of
a previous promissory note in the amount of $1,650,000.
EdenFlo will join Prolific Nutrition and Love Pharm, LLC to secure and
expand the Company's position in the national Hemp/CBD industry. EdenFlo is a
large-scale Colorado-based hemp-CBD producer and manufacturer of pure isolate
and full-spectrum hemp. EdenFlo's wholesale isolate is made from the highest
quality ingredients, utilizing only the best extraction and distillation methods
to ensure a final product of extreme purity. Their scientific procedures used
for the remediation of THC provide the cleanest broad-spectrum (distillate) oil
available in the cannabis extraction industry. The acquisition of EdenFlo will
support the Company's manufacturing operations by supplying the Company's raw
materials requirements for its branded products.
In connection with this acquisition, David Burcham, a member of EdenFlo,
was appointed as the Company's President and as a Director on the Board.
David Burcham is a Colorado native who left a Senior Management position at
a prominent Colorado bank in 2013 to start his own real estate development
company in the Denver metro area. His business quickly grew and now oversees
more than 100 residential and commercial units. In July 2018, David set his
sights on the growing hemp and CBD industry and teamed up with a well-respected
chemist and partner of a small 10-year-old CBD extraction business. David
transformed the business into an advanced, pharmaceutical grade, CBD extraction
company and co-founded EdenFlo, LLC located in Aurora, CO where he is Chief
Executive Officer.
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.
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.
April 27, 2020
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ Matthew Gregarek
Matthew Gregarek
Chief Executive Officer