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EX-99.1 - TWO RIVERS WATER & FARMING Coex99-1.htm

 

 

 

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) November 15, 2018

 

TWO RIVERS WATER & FARMING COMPANY

 

(Exact name of registrant as specified in charter)

 

Colorado

 

(State or other jurisdiction of incorporation)

 

000-51139   13-4228144
(Commission File Number)   (IRS Employer Identification No.)

 

3025 S Parker Rd, Ste 140, Aurora CO   80014
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (303) 222-1000

 

Not Applicable

 

(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 (§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

 

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. [  ]

 

 

 

   
 

 

SECTION 8 – OTHER EVENTS

 

ITEM 8.01 Other Events – Modification to Powderhorn Convertible Note

 

The information in this Item 8.01 of this Current Report is furnished pursuant to Item 8.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

The Company in its September 30, 2018 10Q filing stated that the Company paid Powderhorn’s August 2018 and September 2018 payments by issuance of shares. This statement was incorrect and should have stated that the Company paid the August 2018 and October 2018 in stock. The September 2018 payment was paid in cash.

 

Additionally, the Company has modified the terms of the Powderhorn’s Convertible Note.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

 

Exhibit No.   Description
99.1   Powderhorn note modification agreement.

 

 

*Filed herewith

 

   
 

 

SIGNATURE

 

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

 

 

TWO RIVERS WATER & FARMING COMPANY

(Registrant)

     
Dated: November 15, 2018 By: /s/ Wayne Harding
   

Wayne Harding,

Chief Executive Officer

 

   
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
99.1   Powderhorn note modification dated November 15, 2018