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: November 22, 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 Commission File Number IRS Employer Identification No.
Incorporation
7400 E. Crestline Circle, #130
Greenwood Village, CO 80111
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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
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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]
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 22, 2020, the Company borrowed $500,000 from an unrelated third
party. The loan is evidenced by a promissory note which bears interest at 8% per
year and is due and payable on January 31, 2021.
At the option of the lender, the note principal and any accrued interest
may be converted into shares of the Company's common stock. The number of shares
of the Company's common stock which will be issued upon any conversion will be
determined by dividing the amount to be converted by the lesser of $0.50 or 75%
of the ten day average closing price of the Company's common stock immediately
prior to the date of conversion.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the issuance of the note 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 note was 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 note. No
commission was paid to any person in connection with issuance of the note.
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.
December 1, 2020
PURE HARVEST CORPORATE GROUP, INC.
By: /s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer