UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 31, 2018
THE POCKET SHOT COMPANY
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(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
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State of Commission File IRS Employer
Incorporation Number Identification No.
1624 N. Washington Street
Denver, CO 80203
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Address of principal executive offices
(800) 560-5148
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Telephone number, including Area code
32950 Inverness Dr.
Evergreen, CO 80439
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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:
[ ] 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
40.14a-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 (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 [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 13a of the
Exchange Act. [ ]
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Item 2.01. Completion of Acquisition or Disposition of Assets
On December 31, 2018 Pure Harvest Cannabis Producers, Inc. ("PHC") was
acquired by the Company. At the time of the acquisition, the Company had
6,808,657 outstanding shares of common stock. The Company issued 8,953,008
shares of its common stock, as well as warrants to purchase an additional
8,953,008 shares of the Company's common stock to the shareholders of PHC in
exchange for all of the outstanding shares of PHC. PHC is now a wholly owned
subsidiary of PCKK.
In connection with this acquisition, the following management changes took
place on December 31, 2018:
o Jarrold Bachman resigned as an officer and director of the Company;
o David Lamadrid became a director of the Company and the Company's
Chief Executive Officer; and
o Sterling Scott became the Executive Chairman of the Company's Board of
Directors
Matthew Gregarek remained as a director of the Company.
Unless otherwise indicated, all references to the Company include the
business and operations of PHC.
As a result of the acquisition of PHC the Company's new business plan
involves the acquisition of licensed medical and recreational marijuana
dispensaries, cultivation facilities and production facilities in states which
allow publicly traded companies to own and operate dispensaries, cultivation
facilities and production facilities. The Company plans to use a combination of
cash, shares of common or preferred stock, notes, or other financing vehicles to
complete these acquisitions.
As an alternative to a standard acquisition, the Company may use joint
ventures and/or licensing arrangements to provide the Company with the same
economic benefits as would be obtained from an outright acquisition.
The Company will be dedicated to the research and development of the
highest quality products to support patient wellness and healthy living. The
Company intends to develop into a large vertically integrated producer and
distributor of cannabis initially targeting states with attractive markets that
have legalized cannabis for both medicinal and adult-use. The Company will also
enter markets that are in various stages of legalization with branded
hemp-derived CBD and terpene infused product lines. In addition to products
tailored to marijuana retail dispensaries, the Company's line will incorporate
infused product options including beverages, edibles, topicals, concentrates,
and distillates.
The Company plans to call a special meeting of its shareholders to approve
a 2-for-1 forward split of its common stock.
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The Company's current officers and directors are:
Name Age Position
---- --- --------
David Lamadrid 47 Chief Executive Officer and a Director
Sterling Scott 62 Executive Chairman of the Company's
Board of Directors
Matthew Gregarek 38 Director
David Lamadrid has been an officer and director of the Company since
December 31, 2018. Mr. Lamadrid has more than 18 years of executive management
experience in private and public companies. Mr. Lamadrid was President and Chief
Financial Officer of Cannabis Life Sciences, a vertically integrated cannabis
wholesale producer and retailer between December 2017 and July 2018. In January
2017 Mr. Lamadrid founded and was CEO of the Pure Harvest Cannabis Producers,
Inc. Between 2012 and 2016, Mr. Lamadrid served first as the CFO and then as a
member of the U.S. Senior Executive Management Team at ARRI Rental, a leading
provider of camera, grip and lighting equipment. From 2002 until 2012, Mr.
Lamadrid was the Chief Financial Officer of CytoSorbents, a publicly traded
critical-care immunotherapy company treating patients with life threatening
illnesses, where he was a key member of the management team that built
operations from early start-up through commercialization, setting strategic
direction, taking the company public, raising over $60 million in equity, and
securing regulatory marketing approval for its medical device. Mr. Lamadrid
received his MBA in Management and Finance from the New York University Stern
School of Business.
Sterling Scott has been the Executive Chairman of the Company's Board of
Directors since December 31, 2018. Since 2014 Mr. Scott has been a passive
investor in private entities in addition to providing consulting services to
emerging companies in the cannabis industry, including REMY Biosciences based in
Irvine, California and the Madrone Group Companies based in Ashland, Oregon. Mr.
Scott was an officer of OCG, Inc. between March 2018 and October 3, 2018 and a
director of OCG, Inc. between March 2018 and December 18, 2018. From 2012
through May 2014, Mr. Scott served as Chairman and Chief Executive Officer of
Woodland Hills, California based Growlife, Inc., a corporation engaged in
supplying and providing services to the cannabis industry. Mr. Scott received
his Bachelor of Arts degree in Social Sciences and his JD degree from DePaul
University.
Mr. Gregarek founded Alternity Capital Management, LLC (ACM) in 2010, which
specializes in providing alternative investments to the private sector that are
non-correlated to the typical capital markets, mainly focusing in the automobile
financial sector. He has grown ACM to $15mm in assets under management, and has
performed duties at ACM involving financial management since 2012. Prior to
founding ACM, Mr. Gregarek was the managing partner of Access Capital Investment
Group, LLC, ("ACIG") and the manager of a privately funded auto acquisition
company called Capex Acquisitions, LLC, where he specialized in portfolio
management, business development, and investor relations. He helped grow ACIG to
$20 million under management before selling all of his interest in ACIG in May,
2010. Mr. Gregarek has been a director of the Company since July 2, 2015. Mr.
Gregarek received a B.S. in finance from the University of Colorado.
3
The following table shows the ownership, as of December 31, 2018, of those
persons owning beneficially 5% or more of the Company's common stock and the
number and percentage of outstanding shares owned by each of the Company's
directors and officers and by all officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment power over their
shares of common stock.
% of Outstanding
Name Shares Owned Shares
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David Lamadrid 1,783,600 11.3%
Sterling Scott 1,200,000 7.6%
Matthew Gregarek 250,000 1.6%
Locke Mountain Vineyard, LLC 870,000 5.5%
All officers and directors as a
group (three persons) 3,233,600 20.5%
Locke Mountain Vineyard, LLC is controlled by Jarrold Bachman.
All of the shareholders in the above table acquired their shares in
connection with the Company's acquisition of PHC.
In connection with the Company's acquisition of PHC the Company issued
warrants to the former shareholders of PHC, including the persons shown below:
Shares issuable
upon the exercise Exercise Expiration
Name of warrants Price Date
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David Lamadrid 1,783,600 $8.00 12/31/21
Sterling Scott 1,200,000 $8.00 12/31/21
Matthew Gregarek 250,000 $8.00 12/31/21
Locke Mountain Vineyard, LLC 870,000 $8.00 12/31/21
Item 3.02. Unregistered Sales of Equity Securities.
See Item 2.01 of this report for information concerning the issuance of
shares of the Company's common stock and warrants to the shareholders of PHC
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the shares and warrants
described above. The persons who acquired these shares and warrants were
sophisticated investors and were provided full information regarding the
Company's business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The persons who acquired
these securities acquired them for their own accounts. The certificates
representing these securities will bear a restricted legend providing that they
cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid to any person in connection
with the issuance or sale of these securities.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
See Item 2.01 of this report.
Item 9.01. Financial Statement and Exhibits
The financial statements required by this item will be filed with an
amendment to this report.
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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.
January 2, 2019
THE POCKET SHOT COMPANY
By: /s/ David Lamadrid
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David Lamadrid
Chief Executive Officer
