Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Date of Report (Date of earliest event reported): March 4,
Diego Pellicer Worldwide, Inc.
(Exact Name of Registrant as Specified in Charter)
or other jurisdiction
6160 Plumas Street, Suite 100, Reno, NV 89519
Registrant’s telephone number, including area code: (516)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
On March 03, 2020, Diego Pellicer Worldwide, Inc.
(“Registrant”) closed on its sale of 55,800 of its Series C
Convertible Preferred Shares (the Series C Shares”), with an annual
accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc.
(“Geneva”), for $50,000 pursuant to a Series C Preferred Purchase
Agreement with Geneva. Previously and as reported in its Form 8-K
filed with the Commission on December 23, 2019, Registrant filed a
Certificate of Designations with the Secretary of State of
Delaware, designating 1,500,000 of its available preferred shares
as Series C Preferred Convertible Stock, Stated Value of $1.00 per
share. The Certificate of Designations provides Registrant with the
opportunity to redeem the Series C Shares at various increased
prices at time intervals up to the 6-month anniversary of the
closing and mandates full redemption on the 24-month anniversary.
Geneva may convert the Series C Shares into Registrant’s common
shares, commencing on the 6-month anniversary of the closing at a
30% discount to the public market price.
Readers are cautioned not to rely upon the above summaries of the
cited agreements but to read the full text of these agreements
attached as exhibits to this current report.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Pellicer Worldwide, Inc.
By: Christopher D. Strachan
Chief Financial Officer