Current Report Filing (8-k)
October 15 2021 - 11:16AM
Edgar (US Regulatory)
0001669400 false 0001669400 2021-10-12
2021-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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
Date of Report (Date of earliest event reported):
October 12, 2021
Veritas Farms, Inc. |
(Exact name of
registrant as specified in charter) |
Nevada |
|
333-210190 |
|
90-1254190 |
(State or other
jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
1815 Griffin Road,
Suite 401,
Dania Beach,
FL |
|
33004 |
(Address of principal
executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (833)
691-4367
|
(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:
☐ |
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:
None
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
As used in this Current Report on Form 8-K, and unless otherwise
indicated, the terms “the Company,” “Veritas Farms,”
“we,” “us” and “our” refer to Veritas Farms,
Inc. and its subsidiary.
Item 1.01
Entry into a Material Definitive Agreement.
On October 12, 2021, Veritas Farms, Inc. (the “Company”) issued a
secured convertible credit line promissory note in the principal
amount for up to $1,500,000 (the “Secured Convertible Promissory
Note”), which Secured Convertible Promissory Note was issued to the
Cornelis F. Wit Revocable Living Trust (the “Wit Trust”), a
principal shareholder who holds securities of the Company that
constitute a majority of the voting securities of the Company. The
Secured Convertible Promissory Note is secured by the Company’s
assets and contain certain covenants and customary events of
default, the occurrence of which could result in an acceleration of
the Secured Convertible Promissory Note. The Secured Convertible
Promissory Note is convertible as follows: aggregate loaned
principal and accrued interest under the Secured Convertible
Promissory Note may, at the option of the holder, be converted in
its entirety into shares of our common stock at a conversion price
of $0.05 per share. The Note will accrue interest on the
aggregate amount loaned at a rate of 10% per annum. All unpaid
principal, together with any then unpaid and accrued interest and
other amounts payable under the Secured Convertible Promissory
Note, is due and payable if not converted pursuant to the terms and
conditions of the Secured Convertible Promissory Note on the
earlier of (i) October 01, 2024, or (ii) following an event of
default.
The foregoing description of the terms of the Secured Convertible
Promissory Note does not purport to be complete and is qualified in
its entirety by reference to the full text of the Form of Secured
Convertible Promissory Note attached hereto as Exhibit 10.1.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item
3.02. Unregistered Sale of Equity Securities.
The disclosure set forth under Item 1.01 of this Current
Report on Form 8-K with respect to the issuance of the Secured
Convertible Promissory Note is incorporated by reference into this
Item 3.02. The Secured Convertible Promissory Note issued to the
investor was offered and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof.
Item 9.01
Financial Statements and Exhibits.
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.
Dated: October 15,
2021 |
VERITAS FARMS,
INC. |
|
|
|
|
By: |
/s/ Ramon A.
Pino |
|
|
Ramon A. Pino, Chief
Financial Officer |
2
Veritas Farms (QB) (USOTC:VFRM)
Historical Stock Chart
From Jul 2022 to Aug 2022
Veritas Farms (QB) (USOTC:VFRM)
Historical Stock Chart
From Aug 2021 to Aug 2022