Current Report Filing (8-k)
December 06 2018 - 4:17PM
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):
December 3, 2018
INDOOR
HARVEST CORP
(Exact Name of Registrant as Specified in 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,
TX 77020
(Address
of Principal Executive Offices) (Zip Code)
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:
[ ]
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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
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Entry
into a Material Definitive Agreement
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Consulting
Agreement
On
December 3, 2018 (the “Effective Date”), Indoor Harvest Corp (the “Company”) entered into a consulting
agreement (the “Consulting Agreement”) with Daniel Strachman, pursuant to which Mr. Strachman will assist the Company’s
Chief Executive Officer with financial planning, evaluation of third-party engagements, merger and acquisition due diligence,
business development, and engagement with stakeholders. The Consulting Agreement commenced on the Effective Date for an initial
term of three (3) months (the “Initial Term”). The Company and Mr. Strachman plan on entering into a further agreement
before the expiration of the Initial Term. If the further agreement is not entered into prior to March 3, 2019, the Consulting
Agreement shall be renewed for successive three (3) months periods either the Company and Strachman serves a written notice of
non-renewal at least 30 days prior to the renewal date.
Pursuant
to, and in accordance with the terms and conditions of the Consulting Agreement, as compensation for his services the Consultant:
(i) shall be paid a monthly fee of $2,083.33 for the term of the agreement (the “Monthly Fee”); and (ii) shall be
granted shares of restricted common stock of the Company (the “Common Stock”) in an aggregate value of $125,000 (the
“Strachman Stock Issuance”), with the grant and vesting schedule set forth in the Consulting Agreement and the number
of shares of Common Stock to be issued to be calculated based on the most recent closing price of the Common Stock on the date
of each grant. If the entire Strachman Stock Issuance had been granted based on the most recent closing price prior to the Effective
Date, Mr. Strachman would have received approximately 2.2 million shares of Common Stock.
The
above description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text
of the Consulting Agreement, which is attached hereto as an exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Item
3.02
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Unregistered
Sales of Securities
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The
disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of
the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the
offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities
Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private
transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous
public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; and (e)
the negotiations for the issuance of the securities took place directly between the individual and the Company.
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:
December 6, 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 (CE) (USOTC:INQD)
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