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 29, 2020
PURE HARVEST CORPORATE 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 Number IRS Employer Identification
No.
7400 E. Crestline Cir. Ste. 130
Greenwood Village, CO 80111
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Address of principal executive offices
(800) 560-5148
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:
Name of each
Title of each class Trading Symbol(s) 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. [ ]
Item 2.01 Completion of Acquisition of Disposition of Assets.
On September 29, 2020 the Company acquired all of the assets of Solar
Cultivation Technologies, Inc. for 1,200,792 shares of the Company's common
stock. SCT provides commercial cannabis cultivators with solar, battery storage,
and high-efficiency lighting. SCT is in the development stage and as of the date
of this report had generated only limited revenue.
Item 3.01 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 the securities
described in Item 2.01 of this report. SCT was a sophisticated investor and was
provided full information regarding the Company's business and operations. There
was no general solicitation in connection with the issuance of the shares to
SCT. SCT acquired the shares for its own account. The certificate representing
the shares issued to SCT will bear a restricted legend providing that the shares
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 issuance of the shares to SCT.
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.
October 8, 2020
PURE HARVEST CORPORATE GROUP, INC.
By:/s/ Matthew Gregarek
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Matthew Gregarek,
Chief Executive Officer