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EX-99.1 - EXHIBIT 99.1 - NATURAL HEALTH FARM HOLDINGS INCex99_1.htm
EX-10.6 - EXHIBIT 10.6 - NATURAL HEALTH FARM HOLDINGS INCex10_6.htm
EX-10.5 - EXHIBIT 10.5 - NATURAL HEALTH FARM HOLDINGS INCex10_5.htm
EX-10.4 - EXHIBIT 10.4 - NATURAL HEALTH FARM HOLDINGS INCex10_4.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20369
 
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): June 5, 2018
 
  NATURAL HEALTH FARM HOLDINGS INC
(Exact name of registrant as specified in charter)
 
Nevada
 
000-1621697
 
98-1032170
 
 
 
 
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
1980 Festival Plaza Drive, Suite 530
 
89135
Las Vegas, Nevada
 
 
 
 
 
(Address of principal executive offices)
 
(Zip code)
 
 
Issuer’s telephone number, including area code: (424) 354-4973 
 
 
(Registrant's 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 (see General Instruction A.2. below):
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

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. 
 

 

 
Item 1.01
Entry Into a Material Definitive Agreement.
  
On June 5, 2018, Natural Health Farm Holdings Inc. (the “Company”) entered into an Equity Financing Agreement and Registration Rights Agreement with GHS pursuant to which GHS has agreed to purchase up to $20,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. The purchase price of the shares of Company common stock will be equal to 80% of the market price (as determined in the Equity Financing Agreement) calculated at the time of purchase. In connection with the Equity Financing Agreement, the Company executed a promissory note in the principal amount of $40,000 (the “Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bears interest at the rate of 8% and must be repaid on or before March 5, 2019. The foregoing is only a brief description of the material terms of the Equity Financing Agreement, Registration Rights Agreement and Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as an exhibit to this Current Report.

The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.
 
Item 3.02
Unregistered Sales of Equity Securities
 
The descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein.
 
 Item 8.01
Other Events.
 
 
On June 11, 2018, the Company issued a press release announcing entering into an Equity Financing Agreement with GHS Investments LLC. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
 
No .
 
Description
10.4
 
10.5
 
10.6
 
99.1
 

 
 
SIGNATURES

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.
 
Dated: June 11, 2018
 
 
 
 
 
Natural Health Farm Holdings Inc
 
 
 
 
 
/s/ Tee Chuen Meng
 
 
 
 
 
Mr. Tee Chuen Meng
 
 
Chief Executive Officer