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: August 18, 2020
PURE HARVEST CORPORATE GROUP, INC.
(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
State of Commission File IRS Employer
Incorporation Number Identification
No.
7400 Crestline Circle, Suite 130
Greenwood Village, CO 80111
Address of principal executive offices
(800) 560-5148
Telephone number, including area code
2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
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 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
------------------- ---------------- -----------------------------------------
None N/A N/A
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. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2020 the Company entered into a Loan Agreement with an
unrelated third party. The Loan Agreement provides the Company with the option,
subject to certain conditions, to borrow up to $4,000,000 under the Loan
Agreement. As of August 19, 2020 the Company had borrowed $2,096,250 pursuant to
the Loan Agreement, which amount includes $146,250 which the Company will use to
pay the first six month's interest on the borrowed funds. The Company used
$1,000,000 of the initial advance to repay a $1,000,000 loan described in the
Company's 8-K report filed on July 17, 2020. The funds remaining from the
initial advance will be used to purchase raw materials for the Company's
products and for general corporate purposes.
All funds borrowed bear interest at 15% per year, are secured by
substantially all of the Company's assets, and are due and payable on August 18,
2023.
The Lender will receive two shares of the Company's restricted common stock
for every $1.00 loaned to the Company.
At the option of the Lender, the amounts loaned to the Company may be
converted into shares of the Company's common stock. The number of shares to be
issued will be determined by dividing the amount to be converted by the
Conversion Price. The Conversion Price is the lessor of: (1) $2.00 or (2) 75% of
the average closing price of the Company's common stock for the 30 consecutive
trading days ending on the last business day immediately prior to the conversion
date.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off- Balance Sheet Arrangement of a Registrant.
See item 1.01 of this report.
Item 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the securities described
in Item 1.01 of this report. The person who acquired these securities was a
sophisticated investor and was provided full information regarding the Company's
business and operations. There was no general solicitation in connection with
the issuance of these securities. The person who acquired these securities
acquired them for its own account. The certificates representing the shares of
common stock 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 of these securities.
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.
Dated: August 21, 2020
PURE HARVEST CORPORATE GROUP, INC.
By: /s/ Matthew Gregarek
----------------------
Matthew Gregarek
Chief Executive Officer
