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

June 28, 2020

Date of Report (Date of earliest event reported)

EVIO, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (702) 748-9944

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):

Securities registered pursuant to Section 12(b) of the Act:

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 [X]

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 8.01 Other Events

Non-Binding Letter of Intent

On June 28, 2020, the company entered into a Non-binding Letter of Intent for a Contribution Exchange Agreement with Steep Hill, Inc. In the proposed transaction, Steep Hill will provide certain laboratory assets and cash to C3 Labs in exchange for minority ownership interest of C3 Labs. C3 Labs will assume from Steep Hill certain liabilities, including the leased property at 2448 Sixth St. Berkeley, CA. The exchange agreement excludes transfer of Steep Hill’s licensing business and intellectual property. The transaction is subject to the conditions set forth in a proposed Agreement.

On July 1, 2020 we learned that Steep Hill’s former CEO, J Michaele Keller, had made this potential transaction public via press release. This breach of confidentiality was aided by his attorneys, Pryor Cashman LLP. EVIO regards this as a serious breach and is reviewing any potential implications on the proposed transaction and possible causes of action against Pryor Cashman.

Forward-Looking Statements

Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

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 hereunto duly authorized.