Amended Current Report Filing (8-k/a)
November 26 2018 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
|
November
15, 2018
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TWO
RIVERS WATER & FARMING COMPANY
(Exact
name of registrant as specified in charter)
Colorado
(State
or other jurisdiction of incorporation)
000-51139
|
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13-4228144
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3025
S Parker Rd, Ste 140, Aurora CO
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80014
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(303)
222-1000
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Not
Applicable
(Former
name or former address, 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. 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
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. [ ]
SECTION
8 – OTHER EVENTS
ITEM
8.01 Other Events – Modification to Powderhorn Convertible Note
The
information in this Item 8.01 of this Current Report is furnished pursuant to Item 8.01 and shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under
the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On
November 16, 2018, the Company filed an 8K concerning a modification to Powderhorn’s Convertible along with Exhibit 99.1
Powderhorn note modification agreement. Upon further review of the original modification agreement, it was noted that section
2 (b) improperly stated:
“The
conversion price in effect on any Conversion Date shall be equal to the lessor of a fixed price of: (i) $0.29 which shall be subject
to adjustment herein (the “
Conversion Price
”) or (ii) thirty-five (35%) of the lowest VWAP in the 25 trading
days prior to conversion.”
Whereas,
the note modification should have stated in section (ii): “sixty-five (65%) of the lowest VWAP in the 25 trading days prior
to conversion.”
The
full corrected version of the Amendment No. 4 is included in Exhibit 99.1
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers
in the exhibit table of Item 601 of Regulation S-K.
*Filed
herewith
SIGNATURE
Pursuant
to the requirements of the Securities and 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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TWO
RIVERS WATER & FARMING COMPANY
(Registrant)
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By:
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/s/
Wayne Harding
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Dated:
November 26, 2018
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Wayne
Harding, Chief Executive Officer
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EXHIBIT
INDEX