UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 6, 2020
PURE HARVEST CANNABIS GROUP, INC.
--------------------------------------------
(Name of registrant as specified in its charter)
Colorado 333-212055 71-0942431
--------------------- ------------------ ------------------------------
State of Incorporation Commission File No. IRS Employer Identification No.
2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
--------------------------
Address of principal executive offices
(800) 924-3716
--------------------
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
------------------- -------------- -----------------------------------------
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. [ ]
1
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On March 6, 2020, the Company borrowed $1,500,000 from an unrelated third
party. The loan is evidenced by a promissory note which bears interest at 8% per
year.
The note was due and payable as follows:
o $500,000, together with all accrued and unpaid interest, on April 13,
2020
o $1,000,000, together with all accrued and unpaid interest, on May 6,
2020
Accrued interest will be paid in shares of the Company's common stock based
upon a 25% discount to the ten day average closing price of the Company's common
stock. Accrued interest will include 150,000 additional shares of the Company's
common stock and warrants to purchase 150,000 shares of the Company's common
stock. The warrants are exercisable at any time on or before January 1, 2025 at
a price of $2.00 per share.
The first payment of $500,000 was made on a timely basis.
On April 20, 2020, the holder of the Note agreed to extend the due date for
the $1,000,000 payment from May 6, 2020 to June 15, 2020. In consideration for
extending the repayment date for the second amount to June 15, 2020, the Company
issued the note holder 200,000 shares of its common stock, and warrants to
purchase 200,000 shares of the Company's common stock. The warrants are
exercisable at a price of $2.00 per share and expire January 1, 2025.
On June 9, 2020, the holder of the Note agreed to extend the due date for
the $1,000,000 payment to July 15, 2020. In consideration for extending the
repayment date for the second amount to July 15, 2020, the Company issued the
note holder 200,000 shares of its common stock, and warrants to purchase 200,000
shares of the Company's common stock. The warrants are exercisable at a price of
$2.00 per share and expire January 1, 2025. A late payment penalty of $5,000 per
day will be due if the $1,000,000 is not paid by July 15, 2020.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the issuance of the shares and warrants referenced in
Item 2.03 of this report the Company relied upon the exemption provided by
Section 4(a)(2) of the Securities Act of 1933. The shares and warrants were
issued to a sophisticated investor who was provided full information regarding
the Company's business and operations. There was no general solicitation in
connection with the issuance of the shares and warrants. No commission was paid
to any person in connection with issuance of the shares and warrants.
2
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.
June 10, 2020
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ Matthew Gregarek
----------------------------
Matthew Gregarek
Chief Executive Officer