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: October 9, 2020
PURE HARVEST CORPORATE GROUP, INC.
(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
State of Commission File IRS Employer
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Incorporation Number Identification No.
7400 E. Crestline Cir. Ste. 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 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. [X]
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off- Balance Sheet Arrangement of a Registrant.
On October 9, 2020, the Company borrowed $200,000 from an unrelated third
party. At the option of the lender, the loan 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 $0.35 or 75%
of the ten day average closing price of the Company's common stock immediately
prior to the date of conversion.
As further consideration, the Company issued 100,000 shares of its
restricted common stock to the lender.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the issuance of the note and shares 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 and shares 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 note and the shares. No commission was paid to any person in
connection with issuance of the note and shares.
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 19, 2020
PURE HARVEST CORPORATE GROUP, INC.
By: /s/ Matthew Gregarek
Matthew Gregarek
Chief Executive Officer
