Current Report Filing (8-k)
September 14 2022 - 3:32PM
Edgar (US Regulatory)
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Greenrose Holding Co Inc.
0001790665
2022-09-08
2022-09-08
0001790665
GNRS:UnitseachconsistingofoneshareofcommonstockandoneredeemablewarrantMember
2022-09-08
2022-09-08
0001790665
GNRS:Commonstockparvalue0.0001pershareMember
2022-09-08
2022-09-08
0001790665
GNRS:Redeemablewarrantsexercisableforsharesofcommonstockatanexercisepriceof11.50pershareMember
2022-09-08
2022-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SEURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2022 (September 8, 2022)
THE GREENROSE HOLDING COMPANY INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39217 |
|
84-2845696 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer |
incorporation or
organization) |
|
|
|
Identification Number) |
111 Broadway
Amityville, NY 11701 |
|
11701 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (516) 346-6270
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 to the Registrant under any of the following provisions:
☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | 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)) |
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Name of Each Exchange on Which Registered |
Units, each consisting of one share of common stock and one redeemable warrant |
|
OTC Pink |
Common stock, par value $0.0001 per share |
|
OTCQX |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OTCQB |
Item 1.01. Entry into a Material Definitive Agreement.
On September 8, 2022, The
Greenrose Holding Company Inc. (“Greenrose” or the “Company”) received notices of exercise from the holder of
the Company’s Amended and Restated Warrant No.1 dated December 31, 2021 (“Warrant No.1”) and Warrant No.2 dated December
31, 2021 (“Warrant No.2”) (Warrant No.1 and Warrant No.2 collectively, the “Warrants”, and both Warrants are attached
hereto and incorporated herein by this reference).
Under the terms of the Warrants,
the holder of the Warrants may elect to exercise the Warrants by making a cash election in return for a cash payment of Company’s
common shares based on a Floor Amount, which is $6.00 per share for cash election exercised prior to November 6, 2022. For Warrant No.1,
the Warrant holder elected to pay Company the cash election exercise price of $20,000.00, in return for Company’s payment of cash
equal to the floor amount for the 2,000,000 common shares of the Company, which is $12,000,000.00. For Warrant No.2, the Warrant holder
elected to pay Company the cash election exercise price of $5,500.00, in return for Company’s payment of cash equal to the floor
amount for the 550,000 common shares of the Company, which is $3,300,000.00.
Under the terms of the Warrants
and the Warrants holder’s notices of exercise, the Company may elect to pay the holder of the Warrants in the form of a promissory
note in the event the Company determines that the cash payments would result in the Company’s liquidity being less than would be
sufficient to enable the Company to pay its obligations in the ordinary course as they become due. The Company has determined that it
is in its best interest of the Company to fulfill its cash payment obligations under the Warrants in the form of a promissory notes, based
on terms specified in the Warrants. The Company is issuing promissory notes to the Warrants holder in accordance with the terms of the
Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(1) | Incorporated by reference to the Company’s Current
Report on Form 8-K filed with the Commission on January 6, 2022 |
SIGNATURE
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.
|
THE GREENROSE HOLDING COMPANY INC. |
|
|
Date: September 14, 2022 |
By: |
/s/ William F. Harley III |
|
Name: |
William F. Harley III |
|
Title: |
Chief Executive Officer |
2
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