Current Report Filing (8-k)
June 03 2021 - 4:06PM
Edgar (US Regulatory)
0001760439
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0001760439
2021-06-01
2021-06-01
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iso4217:USD
xbrli:shares
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): June 1, 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
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(Commission
File Number)
|
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(IRS Employer
Identification No.)
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1155
W. Rio Salado Parkway, Suite 201
Tempe,
Arizona
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85281
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(Address of principal
executive offices)
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(Zip Code)
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(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):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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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 ☒
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.
Item 3.02
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Unregistered Sales of Equity Securities
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During
the period May 6, 2021 through June 1, 2021, certain holders of Multiple Voting Shares, no par value per share (“MVS”), of
Harvest Health & Recreation Inc. (the “Company”), converted an aggregate of 46,130.43 shares of MVS to Subordinate Voting
Shares, no par value (“SVS”), of the Company resulting in the issuance of 4,613,043 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.
During
the same period, the Company issued an aggregate of 119,200 shares of SVS as a result of the exercise of certain outstanding warrants
issued by the Company in the past to various investors (the “Warrant Holders”). As a result of the exercise of the warrants,
the Company received gross cash proceeds of CdN$383,507. The Warrant Holders exercised the warrants at exercise prices ranging from CdN$3.05
to CdN$3.66. The issuance of the shares of SVS in connection with the exercise of such warrants was made by the Company pursuant to the
exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(a)(2) and Regulation D
promulgated thereunder or Regulation S promulgated thereunder, as applicable, each for transactions by an issuer not involving a public
offering.
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.
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HARVEST HEALTH & RECREATION INC.
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(Registrant)
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By:
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/s/
Steven M. White
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Steven M. White
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Chief Executive Officer
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Dated:
June 3, 2021