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: December 11, 2019
PURE HARVEST CANNABIS GROUP, INC.
---------------------------------------
(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
---------------------- ---------------------- ------------------
State of Incorporation Commission File Number IRS Employer
Identification No.
2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
---------------------------------
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))
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]
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class Trading Symbol(s) on Which Registered
------------------- ----------------- ---------------------
None N/A N/A
Item 3.02. Unregistered Sale of Equity Securities.
Between February 2019 and December 9, 2019 the Company sold 4,238,500 units
at a price of $1.00 per unit. Each unit consisted of two shares of the Company's
common stock and two warrants. Each warrant allows the holder to purchase one
share of the Company's common stock at a price of $2.00 per share at any time on
or before December 31, 2021.
The Company relied upon the exemption provided by Rule 506(b) of the
Securities and Exchange Commission 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 that 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.
The Company paid a cash commission of $50,100 and will issue warrants to
purchase 10,020 units, at a price of $0.50 per unit, to selected sales agents in
connection with the sale of 417,500 units. The units issuable upon the exercise
of the sales agents' warrants are identical to the units described above.
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 11, 2019
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ Matthew Gregarek
------------------------------
Matthew Gregarek
Chief Executive Officer
