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: March 19, 2021
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 IRS Employer
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(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))
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:
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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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ITEM 1.01. Entry into a Material Definitive Agreement
On March 19, 2021, Pure Harvest Corporate Group, Inc. (the "Company")
entered into a Series A Preferred Stock Purchase Agreement (the "Preferred Stock
Purchase Agreement") pursuant to which the Company will issue and sell twenty
thousand (20,000) shares of Series A Convertible Preferred Stock par value $0.01
upon the achievement of certain sales milestones by the Company, for aggregate
proceeds of two million dollars ($2,000,000). In addition to the Series A
Preferred Stock, the Company agreed to issue the purchaser of the Series A
Preferred Stock warrants to purchase one million five hundred thousand
(1,500,000) shares of the Company's common stock at an exercise price of
seventy-five cents ($0.75) per share.
Concurrently with the Preferred Stock Purchase Agreement, the Company
entered into a Series A Preferred Shareholder's Rights Agreement (the
"Shareholder's Rights Agreement") with the holders of the Company's Series A
Preferred Stock. The Shareholder's Rights Agreement provides the holders with
various rights, including: two (2) seats on the Company's Advisory Committee,
which shall have the right to consult with and advise the Board of Directors and
the Management of the Company on significant business issues; information rights
related to the operations of the Company and inspection rights regarding the
Company's books and records; a strategic management fee (the "Management Fee")
determined based on the Company's annual adjusted EBITDA and paid on a quarterly
basis for a period of two (2) years after the Preferred Stock is converted to
the Company's common stock or until a change of control of the Company is
affected, whichever is sooner; and, a right to match investment on all
subsequent issuances of new securities for a period of three (3) years.
ITEM 5.03 Amendments to the Articles of Incorporation or Bylaws
On March 23, 2021, the Company filed a certificate of designation to create
the Series A Preferred Stock (the "Certificate of Designation") with the
Secretary of State of the State of Colorado. The Certificate of Designation,
which forms a part of the Company's amended Articles of Organization, specifies
the terms of the Series A Preferred Stock.
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.
March 23, 2021
PURE HARVEST CORPORATE GROUP, INC.
By: /s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer
