Current Report Filing (8-k)
April 20 2021 - 4:06PM
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): April 16, 2021
HARVEST
HEALTH & RECREATION INC.
(Exact
name of registrant as specified in its charter)
British
Columbia
(State
or other jurisdiction of incorporation)
000-56224
|
|
84-3264202
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
1155
W. Rio Salado Parkway, Suite 201
Tempe,
Arizona
|
|
85281
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(480)-494-2261
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
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 13(a) of the Exchange Act. [X]
Item
3.02
|
Unregistered
Sales of Equity Securities
|
During
the period April 1, 2021 through April 16, 2021, certain holders of Multiple Voting Shares, no par value per share (“MVS”),
of Harvest Health & Recreation Inc. (the “Company”), converted an aggregate of 25,506.50 shares of MVS to Subordinate
Voting Shares, no par value (“SVS”), of the Company resulting in the issuance of 2,550,650 SVS by the Company. In accordance
with their terms, MVS are convertible into SVS on a 1:100 basis. The holders of certain shares of SVS remain subject to individually
negotiated lock-up agreements. The Company did not receive any cash proceeds as a result of the exchange of the MVS for the SVS, and
the shares of MVS exchanged have been retired and cancelled. The issuance of the shares of the SVS was made by the Company pursuant to
the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act
on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or
other remuneration was paid to any party for soliciting such exchange.
This
current report on Form 8-K does not constitute an offer to exchange any securities of the Company for SVS, MVS or other securities of
the Company.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
HARVEST
HEALTH & RECREATION INC.
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/
Steven M. White
|
|
|
Steven
M. White
|
|
|
Chief
Executive Officer
|
Dated:
April 20, 2021