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EX-2.1 - EQUITY PURCHASE AGREEMENT - Cruzani, Inc.uhln_ex21.htm




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


March 20, 2018

Date of Report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)





(Commission File Number)


(IRS Employer Identification No.)


3500 Lennox Road, Suite 1500, Atlanta, Georgia 30309

(Address of principal executive offices)


(404) 419-2253

(Registrant’s telephone number, including area code)



(Former Name or 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-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))




Forward-Looking Statements


This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.


Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.




Item 1.01 Entry Into a Material Definitive Agreement.


Equity Purchase Agreement


On March 20, 2018, US Highland, Inc. (“UHLN” or the “Company”) entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Pikeminnow Funding LLC, as buyer (the “Buyer”), pursuant to which Buyer will acquire up to $3,500,000 of the Company’s common stock, on the terms and subject to the conditions set forth in the Equity Purchase Agreement. The Equity Purchase Agreement contains customary representations and warranties, covenants, agreements and indemnities.


This summary of the Equity Purchase Agreement is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.


The Equity Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company or the Buyer or any of their respective subsidiaries. The representations, warranties and covenants contained in the Equity Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Equity Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Equity Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Equity Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or the Buyer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Equity Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.


Item 3.02 Unregistered Sale of Securities.


As described in Item 1.01, Buyer has agreed to purchase up to $3,500,000 of the Company’s common stock upon the terms and conditions set forth in the Equity Purchase Agreement. This issuance and sale will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Buyer has represented that it is an “accredited investor” as defined in Rule 501 under the Securities Act and that the common stock is being acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities.




Item 9.01 Financial Statements and Exhibits.


(d) Exhibits. The following exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.



Equity Purchase Agreement, dated as of March 20, 2018, by and between US Highland, Inc., as issuer, and Pikeminnow Funding LLC, as investor.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  




Date: March 22, 2018 By: /s/ Everett M. Dickson



Everett M. Dickson  
    Chief Executive Officer