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 (Date of earliest event reported): April 20, 2017

713-410-7903

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Share Exchange Agreement

On April 20, 2017, Indoor Harvest Corp. (“Indoor Harvest”) entered into a Share Exchange Agreement (the “Agreement”) with Alamo CBD, LLC (“Alamo CBD”) and the members of Alamo CBD (the “Members”), collectively the Parties, in order to acquire 100% of the membership interests in Alamo CBD.

Pursuant to the Agreement, the Parties have agreed to the following general terms:

Alamo currently owns ten (10) acres of land, to include water rights, in La Vernia, Texas, located within Wilson County Texas, on which it intends to construct a 53,805 square foot cannabinol pharmaceutical production facility, and it intends to seek a license to operate as a producer and dispenser of CBD oil under the Texas Compassionate Use Act. In addition to filing an application under the Texas Compassionate Use Act, Alamo intends to also file an application with the DEA seeking to become an authorized producer of cannabis and cannabis extracts for pharmaceutical research and clinical trials within the United States.

Alamo CBD’s goal is to become an authorized producer of high quality, low-THC cannabis oil (CBD oil) products to the patients of South Texas under the Compassionate Use Program. The Company would initially be seeking to produce and dispense CBD oil to treat patients suffering from intractable epilepsy in Texas. The Company is based in the San Antonio metropolitan area and was founded by a highly qualified team consisting of a pharmacist, a neuropsychologist, a microbiologist, a horticulturalist, and a dietitian.

The consummation of the transactions contemplated by the Agreement is subject to various customary closing conditions, including but not limited to, (i) the filing with the Securities and Exchange Commission (the “SEC”) and furnishing to the Company’s stockholders of a proxy statement, and (ii) the approval by the Company’s stockholders.

The Agreement includes customary representations, warranties and covenants of the Company, Alamo CBD and the Members made solely for the benefit of the parties to the Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Company, Alamo CBD and the Members and may be subject to important qualifications and limitations agreed to by the Company, Alamo CBD and the Members in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or may have been used for purposes of allocating risk among the Company, Alamo CBD and the Members rather than establishing matters as facts. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants in the Agreement or any description thereof as characterizations of the actual state of facts of the Company, Alamo CBD and the Members or any of their respective subsidiaries or affiliates.

The Company has also agreed to customary covenants governing the conduct of its business, including an obligation to conduct its business in the ordinary and usual course consistent with past practice through the closing of the transactions contemplated by the Agreement.

Completion of the transactions contemplated by the Agreement is anticipated to occur in the second quarter of 2017, although there can be no assurance the Merger will occur within the expected timeframe or at all.

The board of directors of the Company has unanimously approved the Agreement. This summary of the principal terms of the Agreement and the copy of the Agreement filed as an exhibit to this Form 8-K are intended to provide information regarding the terms of the Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. The foregoing description of the Agreement and the transactions contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as an exhibit to this Form 8-K and is incorporated into this report by reference.

Item 8.01 Other Events.

On April 24, 2017 the Company issued a press release entitled “Indoor Harvest Corp Signs Definitive Agreement to Acquire Alamo CBD” The release is filed as an exhibit to this Form 8-K.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.