Filed pursuant to Rule 424(b)(3)
Registration No. 333-21992
Prospect Supplement No. 6
(To Prospectus dated August 9, 2018)
WEED, INC.
This
Prospectus Supplement No. 6 (this “Supplement”)
contains information that supplements and updates our Prospectus
dated August 9, 2018 (the “Prospectus”) and should be
read in conjunction with such prospectus and Prospectus Supplement
No. 1 dated September 7, 2018, Prospectus Supplement No. 2 dated
December 6, 2018, Prospectus No. 3 dated May 16, 2019, Prospectus
No. 4 dated May 16, 2019, and Prospectus Supplement No. 5 dated May
21, 2019.
The
Prospectus relates to the resale by the Selling Shareholders
beginning on page 9 of the Prospectus of the 8,982,015shares of our
common stock held by the Selling Shareholders at a fixed price of
$1.00 per share unless our common stock is quoted on the OTCBB, or
the OTCQX or OTCQB tiers of OTC Markets, at which time the shares
may be sold at prevailing market prices or privately negotiated
prices.
I.
Current Report on Form 8-K
This Supplement is being filed to include the
information set forth in our Current Report on Form 8-K filed
with the Commission on July 11, 2019, which is attached to this
Supplement as
Exhibit
A
.
This
Supplement should be read in conjunction with the Prospectus, as
amended and supplemented, which is to be delivered with this
Supplement. This Supplement is qualified by reference to
the Prospectus, except to the extent that the information in this
Supplement updates or supersedes the information contained in the
Prospectus, including any supplements and amendments
thereto.
This
Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any
supplements and amendments thereto.
There
are significant risks associated with an investment in our common
stock. These risks are described under the caption “Risk
Factors” beginning on page 4 of the Prospectus, as the same
may be updated in prospectus supplements.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying
Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this Supplement is July 30, 2019
EXHIBIT A
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
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Date of
Report (Date of earliest event reported):
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July 1, 2019
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WEED, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-219922
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83-0452269
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4920 N. Post Trail
Tucson, AZ 85750
(Address of principal executive offices)
(zip code)
(520) 818-8582
(Registrant’s telephone number, including area
code)
(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))
Item
7.01
Regulation
FD Disclosure.
On July
9, 2019, we issued a press release announcing the fact we had the
winning bid for Greg DiPaolo’s Pro Am Golf, LLC property
located in Westfield, New York. A copy of the press release is
furnished with this Current Report as
Exhibit 99.1
.
The
information in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed to be
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liability under such section,
nor shall it be deemed incorporated by reference in any of our
filings under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference in
such filing.
Section 8 – Other Events
As
announced previously in our filings with the Securities and
Exchange Commission, the Greg DiPaolo’s Pro Am Golf, LLC
(“DiPaolo”) property located in Westfield, New York was
put into foreclosure by the first position mortgage holder on the
property. Under an agreement with DiPaolo, and in accordance with
the process for the auction, we had a $120,000 non-refundable
deposit down to acquire the property. Since the property was in
foreclosure it was put up for auction, which occurred on July 1,
2019. At the auction, WEED, Inc. was the winning bidder with a bid
of $597,000. Our prior deposit payment of $120,000 is being
credited towards the purchase price, with the remaining $477,000,
due on July 31, 2019. We currently need to raise additional funds
to pay the remaining purchase price by July 31, 2019.
The
property is approximately 43 acres and has unlimited water
extraction rights from the State of New York. We plan to use this
property as our inroads to the New York hemp and infused beverage
markets in the future. There are no current plans or budget to
proceed with operations in New York if we are successful in
acquiring the property, and there will not be until proper funding
is secured after acquiring this property.
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.
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WEED,
Inc.,
a
Nevada corporation
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July 10,
2019
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By:
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/s/
Glenn E. Martin
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Glenn E. Martin,
Chief Executive Officer
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(Principal
Executive Officer)
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WEED,
Inc. Takes Important First Step
to
Enter New York Market
WEED, Inc. wins bid to acquire property in New York
with unlimited water extraction rights
TUCSON, AZ, July
10, 2019 – WEED, Inc. (OTCQB: BUDZ), a global Cannabis
holding company focused on the development and application of
cannabis–derived compounds for the treatment of human
diseases, announced today that it was the winning bidder at the
auction held to sell Greg DiPaolo’s Pro Am Golf, LLC property
located in Westfield, New York. WEED, Inc. already owns water
extraction rights related to the property.
WEED, Inc.’s
winning bid was $597,000, with $120,000 being paid by a
non-refundable deposit already paid by WEED, Inc. The remaining
$477,000 of the purchase price to acquire the property is due on
July 31, 2019. WEED, Inc. does not currently have the remaining
purchase price and will need to raise funds to complete the
acquisition.
The property is
approximately 43 acres and has unlimited water extraction rights
from the State of New York. The Company plans to use the property
as an inroads to the New York hemp and infused beverage markets in
the future. However, there are no current plans, budget or funds to
proceed with operations in New York if the Company is successful in
acquiring the property, and the Company does not plan to create any
plans to do so until proper funding is secured after acquiring this
property.
“We are
extremely happy we won the auction as we believe the property is
more valuable than our winning bid amount and will prove to be
important to the company moving forward on several different
fronts” comments WEED, Inc. President/CEO Glenn E. Martin.
“We also believe having a foothold in New York gives us a
presence on the East Coast that we are currently lacking. We are
hopeful in our ability to close on the acquisition of the
property,” continued Mr. Martin.
About
WEED, Inc.
WEED, Inc. along
with its subsidiary, Sangro AT, LLC, is an early stage cannabis
holding company, which focuses on the development and application
of cannabis-derived compounds for the treatment of human disease
with a goal of identifying, collecting, and archiving a collection
of medicinal cannabis strains. It also focuses on purchasing land
and building commercial grade cultivation centers to consult,
assist, manage, and lease to dispensary owners and organic grow
operators. WEED, Inc. is based out of Tucson, Arizona and more
information can be found on the corporation’s website at
www.WEEDIncUSA.com.
About
Sangre AT, LLC
Sangre AT, LLC (dba
"Sangre AgroTech") is WEED, Inc.’s wholly-owned subsidiary
and is a plant genomic research and breeding company comprised of
top-echelon scientists with extensive expertise in genomic
sequencing, genetics-based breeding, plant tissue culture, and
plant biochemistry, utilizing the most advanced sequencing and
analytical technologies and proprietary bioinformatics data systems
available. For additional information about Sangre AgroTech, please
visit
www.sangreagrotech.com
.
No
Offer to Sell Securities:
This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy any of WEED, Inc.'s securities, here or abroad, nor
shall there be any sale of the shares of common stock in any state
or country in which offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or country.
Forward-Looking
Statements:
This release
contains forward-looking statements. Statements that are not a
description of historical facts constitute forward-looking
statements and may often, but not always, be identified by the use
of such words as "expects," "anticipates," "intends," "estimates,"
"plans," "potential," "possible," "probable," "believes," "seeks,"
"may," "will," "should," "could" or the negative of such terms or
other similar expressions. Actual results may differ materially
from those set forth in this release due to the risks and
uncertainties inherent in the Company's business, including that we
have a limited operating history and very limited funds, are
dependent upon key personnel whose loss may adversely impact our
business, some of our potential business activities, while believed
to be compliant with applicable state law, may be illegal under
federal law because they violate the Federal Controlled Substances
Act, and we may be subject to the risks related to the cost, delays
and uncertainties associated with potential future scientific
research, product development, clinical trials and the regulatory
approval process. We may not be able to enter into binding
agreements related to the subject matter of this press release on
terms favorable to us or at all. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All forward-looking statements are
qualified in their entirety by this cautionary statement and the
Company undertakes no obligation to revise or update this release
to reflect events or circumstances after the date
hereof.
For
more information, contact:
Glenn E. Martin at
(520) 818-8582 or
glenn@WEEDIncUSA.com
SOURCE
: WEED, Inc.
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