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: May 11, 2020
PURE HARVEST CANNABIS GROUP, INC.
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(Name of registrant as specified in its charter)
Colorado 333-212055 71-0942431
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State of Incorporation Commission File No. IRS Employer Identification No.
2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
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Address of principal executive offices
(800) 924-3716
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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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange 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 (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]
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Item 1.01. Entry into a Material Definitive Agreement.
See Item. 5.02 of this report.
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 the issuance of common stock to
Matthew Gregarek, David Burcham and Daniel Garza, as explained in Item 5.02 of
this report. 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; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In May 2020, the Company entered into two-year employment agreements with
Matthew Gregarek, the Company's Chairman and Chief Executive Officer, David
Burcham, the Company's President, and Daniel Garza, the Company's Chief
Marketing Officer.
The employment agreement with Mr. Gregarek (dated May 11, 2020) provides
for:
o a signing bonus of $100,000;
o a base salary of $175,000 per year, payable in equal monthly
installments;
The employment agreement with Mr. Burcham (dated May 14, 2020) provides
for:
o a signing bonus of $50,000;
o a base salary of $150,000 per year, payable in equal monthly
installments;
The employment agreement with Mr. Garza (dated May 14, 2020) provides for:
o a signing bonus of $75,000;
o a base salary of $150,000 per year, payable in equal monthly
installments;
Each employment agreement provides that the signing bonus can be deferred
until the Company is generating sufficient revenue. Each employment agreement
also provides for the award of shares of the Company's restricted common stock
and options to purchase shares of the Company's common stock.
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The foregoing is qualified by the complete terms of the employment
agreements, copies of which are filed as Exhibits to this report.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
10.6 Employment Agreement with Matthew Gregarek.
10.7 Employment Agreement with David Burcham.
10.8 Employment Agreement with Daniel Garza.
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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.
Dated: May 18, 2020
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer
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