AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report: August 11, 2020
HARVEST CORPORATE GROUP, INC.
of registrant as specified in its charter)
E. 2nd Avenue, Suite 600
of principal executive offices
number, including area code
name or former address if changed since last report
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
Growth Company [X]
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. [X]
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
2.01 Completion of Acquisition or Disposition of Assets
March 13, 2020, the Company entered into an agreement to acquire all of the outstanding membership interests in Sofa King Medicinal
Wellness Products, LLC (“SKM”) for 3,000,000 shares of the Company’s common stock.
August 11, 2020, following receipt of approval of the transaction by the Colorado Marijuana Enforcement Division, the Company
closed the acquisition of SKM and the change of ownership on SKM’s six licenses (now owned by the Company) was completed.
is a vertically integrated cannabis operator located in Dumont, CO and recently moved its dispensary to a corner location along
the busy I-70 corridor between Denver and Colorado’s world-class ski destinations.
3.02. Unregistered Sale of Equity Securities.
Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of the securities
described above. The persons who acquired these securities 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 sale of these securities.
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.
HARVEST CORPORATE GROUP, INC.|