Filed Pursuant to Rule 424(b)(8)
Registration No. 333-228109
VERITAS FARMS, INC.
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 14, 2019)
Introduction
The purpose of this Prospectus Supplement is
to (a) update information regarding the identity and holdings of the selling shareholders set forth in the section of the Company’s
Prospectus dated February 14, 2019 (the “Base Prospectus”) entitled “Selling Shareholders;”
and (b) amend certain terms of the plan of distribution set forth in the section of the Base Prospectus entitled “Plan
of Distribution.” This Prospectus Supplement should be read in conjunction with the Base Prospectus and the narrative
and financial information contained therein. All further references in this Prospectus Supplement to the term “Prospectus”
shall be deemed to refer to the Base Prospectus as supplemented by this Prospectus Supplement. Any capitalized terms not otherwise
defined herein shall have the same meanings as given in the Base Prospectus.
Unless the context otherwise requires, references
in this Prospectus to “Veritas Farms,” “the Company,” “we,” “our”
and “us” refer to Veritas Farms, Inc. and its subsidiary. All share and per share information in this Prospectus
Supplement gives pro forma effect to the implementation of a one for four reverse stock split effective September 20, 2019.
The date of this Prospectus Supplement is September
26, 2019.
SELLING
SHAREHOLDERS
This Prospectus covers the resale from time
to time by the selling shareholders identified in the table below of up to 15,718,750 shares of common stock through this Prospectus
consisting of (a) 7,859,375 shares held by the selling shareholders named in this Prospectus as part of the Units they purchased
in the Private Offering completed in July 2018; (b) 7,094,792 shares held by the selling shareholders named in this Prospectus,
which have subsequently been issued upon exercise of Warrants; and (b) 764,583 shares issuable upon exercise of the remaining outstanding
Warrants included in the Units.
We are registering the shares to permit the
selling shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest to, from time to time,
sell any or all of the shares through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions when and as they deem appropriate in the manner described in “Plan of Distribution.”
As of the date of this Prospectus, there are 36,934,380 shares of our common stock issued and outstanding.
The following table sets forth, as of the date
of this Prospectus, the name of each selling shareholder, the number and percentage of shares of our common stock beneficially
owned by each selling shareholder prior to the offering for resale of the shares under this Prospectus, the number of shares of
our common stock beneficially owned by each selling shareholder that may be offered from time to time under this Prospectus, and
the number and percentage of shares of our common stock beneficially owned by the selling shareholder after the offering of the
shares (assuming all of the offered shares are sold by the selling shareholder.
There are no agreements between the Company
and any selling shareholder pursuant to which the shares subject to this registration statement were issued. Except
for Dr. Bao Tran Doan, who became a director of the Company in March 2019, none of the selling shareholders has ever been an executive
officer or director of the Company or has had a material relationship with us at any time within the past three years.
Beneficial ownership is determined in accordance
with the rules of the SEC, and includes any shares of common stock as to which a person has sole or shared voting power or investment
power and any shares of common stock which the person has the right to acquire within sixty (60) days through the exercise of any
option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or
revocation of a trust, discretionary account or similar arrangement.
Name of Selling Shareholder
|
|
Total Shares
Owned by
Selling
Shareholder
|
|
|
Total Shares
to be Registered
Pursuant to this
Offering
|
|
|
Percentage of
Common Stock
Before Offering
|
|
|
Number of
Shares
Owned by
Selling
Shareholder After
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian
Wight
|
|
|
587,500
|
|
|
|
500,000
|
|
|
|
1.6
|
%
|
|
|
87,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
A. Williams and Melissa Williams
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
1.4
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Makahit
LLC (1)
|
|
|
1,350,000
|
|
|
|
1,250,000
|
|
|
|
3.7
|
%
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
David Crain
|
|
|
583,334
|
|
|
|
583,334
|
|
|
|
1.6
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Atlee Bodden
|
|
|
2,433,750
|
|
|
|
1,796,875
|
|
|
|
6.7
|
%
|
|
|
646,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
Seely
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Eberly
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
R. Maines
|
|
|
2,500,000
|
|
|
|
2,500,000
|
|
|
|
6.8
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcus
Simonds
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
1.4
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Danzansky
|
|
|
421,875
|
|
|
|
390,625
|
|
|
|
1.1
|
%
|
|
|
31,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Gould
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
E. Simmons and Jacqueline Simmons
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis
Rissman
|
|
|
175,000
|
|
|
|
175,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Gurland
|
|
|
125,000
|
|
|
|
125,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornelis
F. Wit
|
|
|
2,687,500
|
|
|
|
1,125,000
|
|
|
|
7.1
|
%
|
|
|
1,562,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis
F. Ratner Revocable Trust
|
|
|
562,500
|
|
|
|
500,000
|
|
|
|
1.5
|
%
|
|
|
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah
Ann Mulligan
|
|
|
125,000
|
|
|
|
125,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
Ian Wight
|
|
|
175,000
|
|
|
|
175,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Gordon
|
|
|
265,625
|
|
|
|
265,625
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Naul
Clayton Bodden
|
|
|
468,750
|
|
|
|
250,000
|
|
|
|
1.3
|
%
|
|
|
218,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morton
Brown
|
|
|
98,750
|
|
|
|
98,750
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas
Petrocelli
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
1.4
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manoel
A. Pinto
|
|
|
62,500
|
|
|
|
62,500
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Martin
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
1.4
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainbow 18, LLC (2)
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARA
Capital Trading, LLC (3)
|
|
|
375,000
|
|
|
|
375,000
|
|
|
|
1.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve
Koffman
|
|
|
166,667
|
|
|
|
166,667
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Lawrence T. Markson
|
|
|
109,375
|
|
|
|
75,000
|
|
|
|
*
|
|
|
|
34,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Eric T. Markson
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lorentz
C. Stepperud
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Oliver Martelly
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Roumph
|
|
|
562,500
|
|
|
|
500,006
|
|
|
|
1.5
|
%
|
|
|
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
G. Meyers
|
|
|
33,334
|
|
|
|
33,334
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curt
Fenkl
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
1.4
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residence
Ventures, LLC(4)
|
|
|
83,334
|
|
|
|
83,334
|
|
|
|
*
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tapan
K. Daftari
|
|
|
364,584
|
|
|
|
333,334
|
|
|
|
1.0
|
%
|
|
|
21,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Bao Tran Doan
|
|
|
215,625
|
|
|
|
125,000
|
|
|
|
*
|
|
|
|
90,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Less than 1%.
|
(1)
|
Harvey Birdman has
voting and dispositive control of the shares held by Makahit LLC.
|
|
(2)
|
Herbert Hirsch has
voting and dispositive control of the shares held by Rainbow 18, LLC.
|
|
(3)
|
Alain Aragon has
voting and dispositive control of the shares held by ARA Capital Trading, LLC.
|
|
(4)
|
Sephr Alavi Bebr has voting and dispositive control of the shares
held by Residence Ventures, LLC
|
PLAN OF DISTRIBUTION
The selling shareholders named in this Prospectus,
and any of their pledgees, donees, transferees, assignees and successors-in-interest, may from time to time, offer and sell any
or all of the shares of common stock through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. We will not receive any proceeds from the sale of the shares of common stock.
However, we may receive proceeds in connection with the exercise of the Warrants, if they are exercised for cash.
The selling shareholders will bear all commissions
and discounts, if any, attributable to the sales of shares of common stock. We will bear all costs, expenses and fees in connection
with the registration of the shares of common stock.
Our common stock is currently quoted on the
OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc. under the symbol “VFRM.” On September
15, 2019 the closing price for our common stock was $3.88, as reported by OTC Markets Group, Inc.
The selling shareholders may use any one or
more of the following methods when selling shares:
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately negotiated transactions;
|
|
●
|
to cover short sales made after the date that this registration statement is declared effective by the SEC;
|
|
●
|
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
through the distribution of common stock by any selling shareholder to its partners, members or shareholders;
|
|
●
|
any other method permitted pursuant to applicable law; and
|
|
●
|
a combination of any such methods of sale.
|
Broker-dealers engaged by the selling shareholders
may arrange for broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts the selling
shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling shareholders may from time to time
pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under
this Prospectus, as subsequently further supplemented or amended, if required.
Upon a selling shareholder’s notification
to us that any material arrangement has been entered into with a broker-dealer for the sale of such shareholder’s common
stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer,
a supplement to this Prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act disclosing (a) the
name of each such selling shareholder and of the participating broker-dealer(s); (b) the number of shares involved; (c) the price
at which such shares of common stock were sold; (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable; (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus; and (f) other facts material to the transaction.
The selling shareholders also may transfer
the shares of common stock in other circumstances, in which case the donees, assignees, transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this Prospectus and may sell the shares of common stock from
time to time under this Prospectus, as subsequently further supplemented or amended, if required.
In the event that the selling shareholders
are deemed to be “underwriters,” any broker-dealers or agents that are involved in selling the shares will be
deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In
such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions
and similar selling expenses, if any, that can be attributed to the sale of the shares of common stock will be paid by the selling
shareholder and/or the purchasers. Each selling shareholder has represented and warranted to us that it acquired the
securities subject to this registration statement for his/her own account for investment and not for the benefit of any other person
and not with a view to distribute or sell in violation of the Securities Act or any state securities laws or rules and regulations
promulgated thereunder.
If a selling shareholder uses this Prospectus
for any sale of the common stock, it will be subject to the Prospectus delivery requirements of the Securities Act. The
selling shareholders will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act and
the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling shareholders
in connection with resales of their respective shares under this registration statement. We are required to pay all fees and expenses
incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock.
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