Current Report Filing (8-k)
AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): September 9,
Diego Pellicer Worldwide, Inc.
Name of Registrant as Specified in Charter)
or other jurisdiction
6160 Plumas Street, Suite 100, Reno, NV 89519
telephone number, including area code: (516)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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).
growth company [ ]
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.
1.01 Entry into a Material Definitive Agreement.
2.01, Completion of Acquisition or Disposition of
September 9, 2020, Diego Pellicer Worldwide, Inc. (“Registrant”)
closed on its Membership Interest Purchase Agreement and acquired a
15.13% membership interest in Blue Bronco, LLC, a Colorado limited
liability company (“Blue LLC”) that is majority owned by Cookies
Retail, LLC, a California limited liability company (“Cookies”).
Blue LLC is under contract to purchase 100% of the equity of
E2T2,LLC, a Colorado limited liability company that is the current
owner of a marijuana licensed retail and grow operating facility at
2057 S. Broadway, Denver, Colorado. In connection with its
acquisition, Registrant executed the Operating Agreement of Blue
LLC, acknowledging Registrant’s 15.13% ownership interest as well
as Cookies’ majority ownership position. Registrant shall
immediately submit its application to the Colorado Marijuana
Enforcement Division to seek approval to be an equity owner of a
Colorado licensed marijuana facility.
As part of these transactions, Registrant received full payment of
E2T2, LLC’s promissory note, dated November 1, 2018, in the
principal amount of $300,000, made by E2T2, LLC, as maker, and
Registrant, as payee, as well as full payment of its outstanding
promissory note, dated February 27, 2020, in the principal amount
of $50,000. Upon receipt of this payment of $50,000 plus interest,
Registrant made a payment of $34,264.84 to E2T2, LLC in order to
“true up” its obligations under that certain E2T2, LLC promissory
note, dated July 25, 2019, in the principal amount of $400,000 made
in favor of Registrant. This E2T2, LLC promissory note is secured,
subordinate to Cookies investment loan specified, below, accrues
interest at the rate of 12% and is due to be paid in full to
Registrant on August 31, 2022 (the “E2T2 Note”).
to a certain Non-Revolving Line of Credit Promissory Note, dated
September 4, 2020, Cookies agreed to lend Blue LLC up to $600,000
and Registrant, along with several other creditors of Blue LLC,
executed an Intercreditor and Subordination Agreement. This
agreement provides that Blue LLC will repay its Cookies’ loan and
make certain Cookies’ license fee payments out of net profits and
thereafter, Blue LLC shall make payments against the E2T2
are cautioned not to rely upon the above summaries of the cited
agreements but to read the full text of these agreements attached
as exhibits to this current report.
published a Press Release, today, disclosing a summary of the above
described transactions, a copy of which is attached as Exhibit
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.
Pellicer Worldwide, Inc.