Current Report Filing (8-k)
May 08 2017 - 5:31PM
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)
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May 2, 2017
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TWO
RIVERS WATER & FARMING COMPANY
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(Exact name of registrant as specified in charter)
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Colorado
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(State or other jurisdiction of incorporation)
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000-51139
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13-4228144
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(Commission File Number)
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(IRS Employee Identification No.)
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3025 South Parker Rd. Suite 140 Aurora, CO. 80014
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80222
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(303) 222-1000
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Not Applicable
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(Former name or former address, if changed since last report)
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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))
ITEM 1.01 Entry into a Material Definitive Agreement
On May 2, 2017 we borrowed
$300,000 pursuant to an unsecured original issue discount promissory note issued to a single investor. The note has a principal
amount of $330,000, which matures on October 26, 2017, and interest on the note consists solely of the $30,000 difference between
the amount we received on May 2, 2017 and the amount we must pay on October 26, 2017.
Upon
an “Event of Default” as defined in the note, the amount of principal (together with any collection and enforcements
costs and other fees or charges payable by us under the note) will immediately increase by twenty percent. For purposes of the
note, an “Event of Default”means:
(a) our
failure to pay to the noteholder any amount when and as due under the note;
(b) our
common stock is suspended or delisted for trading on the Over the Counter Bulletin Board market;
(c) our
common stock trades at or below a price of $0.01 as reported by the OTC Markets website;
(d) we
lose our status as “DTC Eligible”; or
(e) we
become delinquent in our filing requirements with the Securities and Exchange Commission.
The note
was issued pursuant to a securities purchase agreement, pursuant to which we also issued to the investor a warrant to purchase
up to 440,000 shares of our common stock at a price of $0.70 per share. The warrant expires on April 26, 2022.We paid an investment
banking fee of $21,000 to Wellington Shields & Co. in connection with the issuance of the note and the warrant.
The
foregoing descriptions of the note and the related securities purchase agreement and warrant are only summaries, do not purport
to be complete, and are qualified in their entirety by reference to the the note, the securities purchase agreement and the warrant,
copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 9.01 Financial Statements and
Exhibits
(d) Exhibits. The following
is a complete list of exhibits filed as part of this Report.
Exhibit Number
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Description
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10.1
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Promissory Note of Two Rivers Water & Farming Company issued to Black Mountain Equities Inc. on May
2, 2017
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10.2
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Warrant to Purchase Shares of Common Stock of Two Rivers
Water & Farming Company issued to Black Mountain Equities Inc. on May 2, 2017
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10.3
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Securities Purchase Agreement entered into on May 2,
2017 by and between Two Rivers Water & Farming Co. and Black Mountain Equities, Inc.
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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.
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TWO RIVERS WATER & FARMING COMPANY
(Registrant)
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Dated: May 8, 2017
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By:
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/s/ Wayne Harding
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Wayne Harding, Chief Executive
Officer
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EXHIBIT INDEX