Current Report Filing (8-k)
October 22 2020 - 6:01AM
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): October 16, 2020
Diego
Pellicer Worldwide, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-55815
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33-1223037
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(State
or other jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification No.)
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6160
Plumas Street, Suite 100, Reno, Nevada 89519
Registrant’s
telephone number, including area code: (516) 900-3799
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:
☐
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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 DFR 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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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
7.01 Regulation FD Disclosure.
Diego
Pellicer Worldwide, Inc. (“Registrant”) executed a Sublease Termination Agreement on October 16, 2020, pursuant to
which Registrant’s subleases with Royal Asset Management, LLC (“RAM”) and Venture Product Consulting, LLC (“VPC”),
respectively, over the Elizabeth Street facility located in Denver were terminated (the “Agreement”). As part of this
Agreement, RAM executed and delivered to Registrant a promissory note, in the principal amount of $1,418,480, representing deferred
rent due. Conjunctively, VPC executed and delivered to Registrant its promissory note in the principal amount of $64,344, also
representing past due rent. In addition, RAM agreed to pay to Registrant an aggregate $543,916 in 46 monthly payments as scheduled
in the terminated sublease (“Future Rent Payments”), provided, however, that no monthly rent payment will be due Registrant
in any month that RAM’s gross revenue and taxes are less than $725,000 derived from its Alameda Street retail marijuana
operations, located in Denver.
This
promissory note debt and the Future Rent Payments become due and payable upon the earlier date of (i) the consummation of a merger
between Registrant and RAM; (ii) one business day following receipt by Registrant of a notice from RAM/VPC that they are terminating
merger discussions, or (iii) 18 months following the date of the Agreement if Registrant sends written notice to RAM/VPC that
it is terminating all merger discussions (the “Maturity Date”).
Readers
are cautioned not to rely upon the foregoing summary but to read the full Agreement and exhibits attached to this current report.
Registrant
released a news report on October 21, 2020, announcing the Agreement, a copy of which is attached to this current report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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.
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Diego Pellicer Worldwide, Inc.
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Date: October 22, 2020
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By:
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/s/
Chris Strachan
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Chief Financial Officer
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Diego Pellicer Worldwide (CE) (USOTC:DPWW)
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