Current Report Filing (8-k)
December 27 2016 - 3:01PM
Edgar (US Regulatory)
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): December 15, 2016
GROW SOLUTIONS HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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000-29301
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87-0575118
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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1111 Broadway - Suite 406
Denver, CO 80203
(Address of Principal Executive Offices)
(Former name or former address, if changed
since last report)
(646)
863-6341
Registrant’s telephone number,
including area code
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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2016 (the “Issuance
Date”), Grow Solutions Holdings, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”) pursuant to which the
Company sold $285,775 in principal amount of an 8% Convertible Promissory Note (the “Note”) for a purchase price of
$248,500 with a 15% original issue discount (“OID”). On December 19, 2016, the Company received $240,000 in net proceeds
from the sale of the Note after deducting fees and expenses (the “Funding Date”). The Note and the shares of common
stock of the Company issuable upon conversion of the Note are collectively referred to herein as the “Securities.”
The Note bears interest at a rate of
8% per annum on the aggregate unconverted and then outstanding principal, subject to increase according to the terms and conditions
of the Note. The Note is convertible following 180 days from the Issuance Date, in whole or in part, at the option of the Purchaser
into shares of common stock of the Company at a conversion price equal to 58% of the lowest closing price of the common stock in
the prior twenty (20) trading days, which is subject to adjustment for stock dividends, stock splits, combinations or similar events.
Notwithstanding the foregoing, the minimum conversion price under the Note is $0.20 (the “Floor Price”), provided that,
at any time following 180 days from the Issuance Date, if the closing price of the common stock of the Company is equal to or less
than the Floor Price for two consecutive trading days, the Floor Price will extinguish and be of no further force or effect.
In accordance with the terms and conditions
of the Note, the Company irrevocably authorized the Purchaser’s right to withdraw $1,190 from the Company’s bank account
on each business day, until the amounts due under the Note are satisfied in full. At the sole discretion of the Purchaser, the
Company may prepay in cash any portion of the principal amount of the Note and any accrued and unpaid interest in accordance with
the terms and conditions of the Note.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is
made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity
Securities.
Reference is
made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
The Securities
were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder (“Regulation D”). The
Company made this determination based on the representations of the Purchaser which included, in pertinent part, that the Purchaser
was an “accredited investor” within the meaning of Rule 501 of Regulation D and upon such further representations from
the Purchaser that (i) the Purchaser is acquiring the securities for its own account for investment and not for the account of
any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the
meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the Securities unless they are registered
under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available,
(iii) the Purchaser has knowledge and experience in financial and business matters such that it is capable of evaluating the merits
and risks of an investment in the Securities and (iv) the Purchaser is able to bear the economic risk of an investment in the Securities
and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for the Securities
issued in reliance upon Regulation D.
Item 8.01 Other Events.
On
April 2, 2013, the U.S. Securities & Exchange Commission (the “SEC”) issued a Report of Investigation in
which it announced that it had determined not to pursue an enforcement action against Netflix, Inc. for alleged
violations of Regulation Fair Disclosure, Section 13(a) of the Securities Exchange Act and Rules 13a-11 and 13a-15
thereunder, relating to the disclosure of material information selectively over social media. This report makes clear that
“companies can use social media outlets like Facebook and Twitter to announce key information in compliance with
Regulation Fair Disclosure (Regulation FD), so long as investors have been alerted about which social media will be used to
disseminate such information.” The Company is filing this Current Report on Form 8-K pursuant to that report to provide
such information.
The SEC’s
Report of Investigation provided guidance to issuers such as the Company regarding the use of social media to disclose material
non-public information. In this regard, investors and others should note that the Company announces material financial information
to investors using the Company’s investor relations website (http://ir.growsolutionsinc.com/), SEC filings, press releases,
public conference calls and webcasts. The Company uses these channels as well as social media to communicate with its subscribers
and the public about the Company, its services and other issues. It is possible that the information we post on social media
could be deemed to be material information. Therefore, in light of the SEC’s guidance, the Company encourages investors,
the media, and others interested in the Company to review the information the Company posts on the U.S. social media channels listed
below. The following list may be updated from time to time on the Company’s investor relations website:
Grow
Solutions Facebook Page: https://www.facebook.com/GrowSolGRSO
Grow Solutions Twitter Feed: https://twitter.com/GrowSolGRSO
Grow Solutions Stock Twits
page: http
s
://stocktwits.com/growinc
Jeff Beverly’s Public Facebook Page: https://www.facebook.com/jeffwbeverly
Jeff Beverly’s Public Twitter Feed: https://twitter.com/CannaExec
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GROW SOLUTIONS HOLDINGS, INC.
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Date: December 27, 2016
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By:
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/s/ Jeffrey Beverly
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Name:
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Jeffrey Beverly
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Title:
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President
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Grow Solutions (CE) (USOTC:GRSO)
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