Item
2.01, Completion of Acquisition or Disposition of Assets;
On
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”).
Pursuant
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 Note.
Readers
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.
Registrant
published a Press Release, today, disclosing a summary of the above described transactions, a copy of which is attached as Exhibit
99.1