Current Report Filing (8-k)
August 05 2022 - 4:22PM
Edgar (US Regulatory)
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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 4, 2022
PLANET 13 HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
British Columbia | | 000-56374 | | 83-2787199 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada 89109 | | 89109 |
(Address of principal executive offices) | | (Zip Code) |
(702) 206-1313
(Registrant’s telephone number, including area code)
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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. Entry into a Material Definitive Agreement.
On August 4, 2022, Planet 13 Holdings Inc. (the “Company”) and Frank Cowan, IV (the “Optioner”), entered into an Option Purchase Agreement which grants the Company the option to purchase the Optioner’s 51% ownership interest in Planet 13 Illinois, LLC (“Planet 13 Illinois”), an Illinois limited liability company, for $866,250 in cash and 1,063,377 common shares of the Company (the “Planet 13 Shares”) valued at $2,000,000 based on a 5-day VWAP. Planet 13 Illinois is currently 51% owned by Frank Cowan and 49% owned by Planet 13.
If the Company exercises the option, following the date of issuance, the Planet 13 Shares would be subject to a lock-up for a six month period whereby 1/12 of the Planet 13 Shares would be released each month thereafter in accordance with a lock up agreement.
The option to purchase is exercisable at the Company’s discretion for two years from the date of the Option Purchase Agreement, subject to approval from applicable regulators. However, in accordance with regulatory guidance, the option shall not be exercised prior to Planet 13 Illinois obtaining an Adult Use Dispensing Organization License from the State of Illinois.
A copy of the Option Purchase Agreement is filed hereto as Exhibit 10.1. The description of the Option Purchase Agreement contained in this Item 1.01 is qualified in entirety by the terms of the Option Purchase Agreement, and Exhibit 10.1 is incorporated by reference herein.
On August 5, 2022, the Company issued a press release announcing the entry into the Option Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated into this Item 1.01 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 thereunto duly authorized.
| | Planet 13 Holdings Inc. | |
| | | | |
| Date: August 5, 2022 | By: | /s/ Robert Groesbeck | |
| Name: | Robert Groesbeck | |
| | Its: | Co-Chief Executive Officer | |
| | | | |
Date: August 5, 2022 | By: | /s/ Larry Scheffler | |
| Name: | Larry Scheffler | |
| Its: | Co-Chief Executive Officer | |