Current Report Filing (8-k)
January 26 2018 - 3:13PM
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):
January 18, 2018
MOUNTAIN HIGH ACQUISITIONS CORP.
COLORADO
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333-175825
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27-3515499
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6501
E. Greenway Parkway #103-412
Scottsdale,
Arizona 85254
(Address
of principal executive offices)
(303)
358-3840
(Registrant’s
telephone number, including area code)
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act of 1933 (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-co
mmencement
communications pursuant to Rule 13e-4(e) 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.
To secure
working capital for future operations, on January 23, 2018, MYHI entered into a Securities Purchase Agreement with St. George
Investments, LLC. In connection with this agreement, MYHI issued St. George Investments a 10% convertible promissory note in the
principal amount of $335,000, due on January 24, 2019. The note is convertible into common stock at 65% of the average of the
two lowest closing bid prices for the company’s common stock during the twenty trading days immediately preceding the date
of the conversion. The note contains a 10% original issue discount. The note may be prepaid by MYHI.
On
January 18, 2018 MYHI entered into an Advisory Agreement with Mr. Dirk Nansen of Bellingham, Washington, with effect from January
1, 2018. Pursuant to the Agreement, Mr. Nansen is required to identify opportunities in Washington, Oregon, and California through
which MYHI can evaluate technologies and pursue the build out of infrastructure assets to be utilized for cannabis cultivation,
extraction, or consumer product manufacturing
The
foregoing description of the terms of the Securities Purchase Agreement, the Note and the Advisory Agreement does not purport
to be complete and is subject to and qualified in its entirety by reference to the applicable agreements/instrument, copies of
which are filed with this Form 8-K and incorporated herein by reference.
ITEM 3.02 Unregistered Sales
of Equity Securities
The information
provided in Item 1.01 is incorporated by reference in this Item 3.02.
The
issuance of the Note and the shares issuable upon any conversion or exercise thereof, were not registered under the Securities
Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. For these issuances, the Company relied on the exemption
from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company’s
belief that the offer and sale of such securities did not involve a public offering.
ITEM 8.01 Other Events
On January 26, 2018, the Company
issued a press release with respect to the Company's pilot project, retention of a consultant and issuance of convertible promissory
note.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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Document Description
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4.01
10.01
10.02
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St. George Investments Convertible
Promissory Note
St. George Investments Securities
Purchase Agreement
Advisory Agreement
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99.1
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Press release
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SIGNATURE
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 hereunto
duly authorized.
Date: January 26, 2018
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MOUNTAIN HIGH ACQUISITIONS CORP.
By:
/s/ Richard G. Stifel
Richard G. Stifel, Chief Financial
Officer
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