Current Report Filing (8-k)
August 24 2018 - 9:03AM
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):
August 22, 2018
INDOOR
HARVEST CORP.
(Exact
name of registrant as specified in its charter)
Texas
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000-55594
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45-5577364
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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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5300
East Freeway Suite A
Houston,
Texas
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77020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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832-649-3998
(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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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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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.
[ ]
Item
1.01 Entry Into a Material Definitive Agreement.
On
August 22, 2018, Indoor Harvest Corp (the “Company”) entered into an Engagement Letter (the “EL”) with
Ideal Business Partners (“IBP”). Pursuant to the EL, the Company engaged IBP to provide legal, regulatory, business
advisory and other services as set forth in the EL, to the Company. The term of the EL is one year from the execution of the EL
(the “Term”).
In
exchange for the services to be provided by IBP to the Company under the EL, the Company agreed to pay IBP quarterly compensation
for the Term of the EL of $50,000, consisting of (i) cash payments of $5,000 per month (or $15,000 per quarter) and the issuance
of $35,000 of the Company’s common stock per each quarter. The Company further provided a $5,000 retainer to IBP pursuant
to the EL.
Pursuant
to the EL, it was further agreed that Mr. Glenn Truitt will provide the legal services to the Company on behalf of IBP under the
EL, and will act as the General Counsel for the Company on behalf of IBP. Pursuant to the EL, it was also further agreed that
Mr. David Housey will provide business advisory services for the Company on behalf of IBP. The Company and IBP do not intend for
the foregoing individuals to be an “officer” or an “executive officer” as such terms are defined in Rule
16a-1(f) and Rule 3b-7, both under the Securities Exchange Act of 1934 (the “Exchange Act”) and do not intend such
individuals to be subject to the Section 16 requirements under the Exchange Act; further, such individuals do not have the authority
and are not able to bind the Company into a binding obligation.
The
foregoing description of the EL is only a summary of the material terms of the EL, does not purport to be complete, and is qualified
in its entirety by reference to the EL, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item
7.01 Regulation FD Disclosure.
On
August 24, 2018, the Company issued a press release announcing, among other things, its financial results for the quarter ended
June 30, 2018 and providing certain business updates. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On
August 24, 2018, the Company’s Chief Executive Officer, issued a letter to shareholders, a copy of which attached hereto
as Exhibit 99.2 and incorporated herein by reference.
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 hereunto duly authorized.
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INDOOR
HARVEST CORP.
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Date:
August 24, 2018
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By:
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/s/
Daniel Weadock
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Daniel
Weadock
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Chief
Executive Officer
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Indoor Harvest (PK) (USOTC:INQD)
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