Current Report Filing (8-k)
April 16 2019 - 4:32PM
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):
April 15, 2019
TWO
RIVERS WATER & FARMING COMPANY
(Exact
name of registrant as specified in its charter)
Colorado
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000-51139
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13-4228144
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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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3025
S Parker Rd, Ste 140, Aurora CO 80014
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(303) 222-1000
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 or Rule
12b-2 of the Securities Exchange Act of 1934.
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
April 15, 2019,
Easby Land & Cattle Company
, LLC, a Colorado limited liability
company (“
EASBY
”), and
Two Rivers Water & Farming Company
,
a Colorado corporation (“
Two Rivers
”) entered into Amendment 1 of the Share Exchange Agreement dated
February 21, 2019 and filed on form 8-k on February 26, 2019. The Share Exchange Amendment 1, amended and restated section 7.03,
Termination by Any Vaxa Entity, and extended the dates contained in this section from April 15, 2019 to May 31, 2019 and April
30, 2019 to June 15, 2019, respectively. Amendment 1 to the Share Exchange Agreement is filed as Exhibit 10.2 to this report.
Item
7.01
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REGULATION
FD DISCLOSURE.
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On
April 16, 2019, Two Rivers Water & Farming Company (“Two Rivers” OTCQB: TURV) on February 21, 2019 entered into
an agreement (“Agreement”) to purchase three hemp-focused businesses. The companies that are planned to be acquired
are Vaxa Global, LLC (“Vaxa”); Ekstrak Labs, LLC (“Ekstrak”), and Gramz Holdings, LLC (“Gramz”);
together referred to as “Acquired Companies”.
Part
of this Agreement required the closing to occur on or before April 15, 2019, unless extended by mutual consent of all parties.
All parties have agreed to extend the closing to now occur on or before May 31, 2019. A posting of this amendment will be filed
in Form 8-K with the United States Securities and Exchange Commission.
A
copy of the press release is attached as Exhibit 99.1.
The
information furnished herein, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically
incorporates them by reference.
Item
9.01
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Financial
Statements and Exhibits
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The
following Exhibit 10.2 is filed, and the following Exhibit 99.1 is furnished, as part of this report:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf
by the undersigned hereunto duly authorized.
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Two
Rivers Water & Farming Company
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Dated:
April 16, 2019
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By:
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/s/
Wayne Harding
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Wayne
Harding
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Chief
Executive Officer
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