Washington, D.C. 20549









Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 22, 2021





(Exact name of registrant as specified in its charter)




British Columbia

(State or other jurisdiction of incorporation)


000-56224   84-3264202
(Commission File Number)   (IRS Employer Identification No.)


1155 W. Rio Salado Parkway, Suite 201

Tempe, Arizona

(Address of principal executive offices)   (Zip Code)



(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 230.425)
[  ] 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))


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


Title of each class   Trading Symbol(s)   Name of each exchange on which registered


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. [X]






Item 3.02 Unregistered Sales of Equity Securities


On April 22, 2021, a private investor exercised a warrant to purchase 26,000 Multiple Voting Shares, no par value per share (“MVS”), of Harvest Health & Recreation Inc. (the “Company”) resulting in the issuance by the Company of 26,000 MVS. The Company received USD$2,729,854.70 cash proceeds as a result of the exercise. The issuance of the shares of the MVS was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(a)(2) and Regulation D promulgated thereunder or Regulation S promulgated thereunder, as applicable, each for transactions by an issuer not involving a public offering.






Pursuant to the requirements of Section 12 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.


  By: /s/ Steven M. White
    Steven M. White
    Chief Executive Officer


Dated: April 28, 2021