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: April 9, 2021
PURE HARVEST CORPORATE GROUP, INC.
(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) 924-3716
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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 obligations 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 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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 13(a) of the
Exchange Act. [X]
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of each class Trading Symbol on which registered
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None N/A N/A
ITEM 1.01 Entry into a Material Definitive Agreement.
Effective April 9, 2021, the Company extended the maturity date of a
$500,000 convertible note to June 18, 2021. In consideration for extending the
maturity date, the Company issued 100,000 restricted shares of its common stock
to the note holder.
On April 27, 2021, the Company amended the terms of a $4,000,000 Loan
Agreement with an unrelated third party. Under the amended term, further
advances from the Loan Agreement are at the discretion of the Lender.
Concurrently with the amendment, the Company received a $500,000 advance from
the Lender.
ITEM 3.02 Unregistered Sale of Equity Securities.
On April 28, 2021, the Company received $38,000 from the sale of 80,687
shares of common stock. Included with the shares were 77,563 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 April 28, 2022.
On April 29, 2021, the Company sold 6,660 shares of its Series A Preferred
Stock to an unrelated third party and private investor for $660,000. Each Series
A preferred share is:
o entitled to quarterly dividends of one-tenth of a Series A preferred
share paid in common stock;
o convertible into 200 shares of the Company's common stock; and
o entitled to 200 votes on any matter to be voted upon by the Company's
shareholders.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the securities described
in Item 1.01 of this report and 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 issuance of these securities. The persons who acquired these
securities acquired them for their own accounts. The certificates representing
the securities will bear a restricted legend providing that they cannot be sold
except pursuant to an effective registration statement or an exemption from
registration.
2
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.
May 13, 2021
PURE HARVEST CORPORATE GROUP, INC.
By:/s/ Matthew Gregarek
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Matthew Gregarek, Chief Executive Officer
