Current Report Filing (8-k)
October 18 2018 - 4:53PM
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 1, 2018
HEMP
NATURALS, INC.
(Exact name of Registrant
as specified in its charter)
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Delaware
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000-55590
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47-5604166
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(State or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16950 North Bay
Road, Suite 18033
Sunny Isles Beach,
Florida
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33160
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(Address of principal executive offices)
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(Zip Code)
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Registrants
Telephone Number, including area code: (347) 301-8431
Not
Applicable
(Former name, former
address and former fiscal year, 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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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Entry into a Material Definitive Agreement
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On October 1,
2018 (“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities purchase
agreement (the “Agreement”) with Power Lending Group LTD (the “Investor”), pursuant to which the
Company will issue a Six Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company
common stock with a face value of $65,000 which provides a conversion feature equal to a variable conversion price equal to
61% multiplied by the Market Price defined as the lowest one day closing bid price for the Company common stock during the
twenty day period ending on the latest complete trading day in the OTC Markets prior to the conversion date. The proceeds
will be used for general corporate purposes and working capital. The Agreement carries a pre-payment penalty if the Note
is paid off in 30, 60, 90,120,150, or 180 days following the issue date. The pre-payment penalty is based on the then
outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 120%,125%,130%,135%,140%,145%
respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.
The Agreement includes customary representations, warranties and covenants by the Company and customary closing
conditions.
On October 2,
2018, the Closing Date, the Company initially reserved 6,589,819 shares of its
common stock, (“Common Stock”) for issuance upon for conversion of the Notes in accordance with the terms
thereof (“Reserved Shares”). The Investor shall have the right to periodically request that the number of
Reserved Shares be increased.
The foregoing
descriptions of the Securities Purchase Agreement, and the Note do not
purport to be complete and are qualified in their entirety by reference to the full text of the transaction documents, copies
of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item
3.02
Unregistered Sales
of Equity Securities
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The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of the Note, and the issuance of the shares of the Company’s Common Stock upon conversion of
the Note in connection with the financing are exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the
registration requirements of the Act in transactions not involving a public offering, including, but not limited to the
exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under
the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as
defined in Rule 501 of Regulation D.
On
October 8, 2018, David Blau and Tzvi Blau with an address of 314th Street, Lakewood, NJ 08701 each were issued
200,000 restricted common shares at a price of $.05 per share. The securities were sold in a private placement to
the foregoing accredited investors as defined in Rule 501 of Regulation D. No commissions are payable. The proceeds will be
used for general corporate purposes and working capital.
Item 9.01
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Financial Statements and Exhibits.
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(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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HEMP NATURALS, INC.
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Date: October 18, 2018
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By:
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/s/ Levi Jacobson
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Levi Jacobson
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Chief Executive Officer
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Hemp Naturals (CE) (USOTC:HPMM)
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