Additional Proxy Soliciting Materials (definitive) (defa14a)
July 13 2021 - 8:02AM
Edgar (US Regulatory)
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): July 9, 2021
HARVEST
HEALTH & RECREATION INC.
(Exact
name of registrant as specified in its charter)
British
Columbia
(State
or other jurisdiction of incorporation)
000-56224
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84-3264202
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1155
W. Rio Salado Parkway, Suite 201
Tempe,
Arizona
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85281
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(Address
of principal executive offices)
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(Zip
Code)
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(480)-494-2261
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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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 ☒
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
5.08
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Shareholder
Director Nominations.
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To
the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item
7.01
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Regulation
FD Disclosure.
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Press
Release
On
July 13, 2021, Harvest Health & Recreation Inc. (the “Corporation”) issued a press
release regarding the 2021 annual and special meeting of shareholders (the “2021 Meeting”),
which is furnished hereto as exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and will not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to
the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act.
Director
Nominations
On
July 9, 2021, the Board of Directors of the Corporation established August 11, 2021 as the date of the Corporation’s 2021 Meeting
and set July 12, 2021 as the record date for determining shareholders who are eligible to receive notice of and vote at the 2021 Meeting.
The Corporation has published additional details regarding the exact time, location and matters to be voted on at the 2021 Meeting in
the Corporation’s proxy statement for the 2021 Meeting. Because the date of the 2021 Meeting represents a change of more than 30
calendar days from the first anniversary date of the 2020 annual meeting, the deadline for shareholders to submit proposals under Rule
14a-8 for the 2021 Meeting is now July 21, 2021.
Rule
14a-8 Proposals Deadline. Shareholder proposals intended for inclusion in the Company’s definitive proxy statement for the
2021 Meeting pursuant to Rule 14a-8 under the Exchange Act must be received at the Corporation’s principal executive office a reasonable
time before the Corporation begins to print and send its proxy materials. Thus, to be considered timely, any such proposal must be received
by the Corporation at its principal executive office not later than the close of business on July 21, 2021. Any such proposal must also
meet the requirements set forth in the Corporation’s Amended and Restated Articles and the rules and regulations of the Securities
and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2021 Meeting.
Advance
Notice Deadlines. In accordance with the Company’s
Amended and Restated Articles, shareholders who intended to submit a proposal regarding a director nomination at the 2021 Meeting must
have submitted such proposal by July 10, 2021, or to bring any other business to the floor of the 2021 Meeting, a shareholder must have
ensured that any such proposal was received at the Corporation’s registered office no later than close of business on June 11,
2021.
All
submissions must be made to Nicole Stanton, Vice President, General Counsel and Corporate Secretary, 1155
W. Rio Salado Parkway, Suite 201, Tempe, Arizona 85281.
Additional
Information and Where to Find It
In
connection with the proposed transaction, the Corporation has filed a management information circular and proxy statement on Schedule
14A containing important information about the proposed transaction and related matters. Additionally, the Corporation and Trulieve Cannabis
Corp. will file other relevant materials in connection with the proposed transaction with applicable securities regulatory authorities.
Investors and security holders of the Corporation are urged to carefully read the entire management information circular and proxy statement
(including any amendments or supplements to such documents) when such document becomes available before making any voting decision with
respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to
the transaction. The Corporation’s management information circular and proxy statement will be mailed to the Corporation’s
shareholders, as well as be accessible on the EDGAR and SEDAR profiles of the Corporation.
Investors
and security holders of the Corporation will be able to obtain a free copy of the management information circular and proxy statement,
as well as other relevant filings containing information about the Corporation and the proposed transaction, including materials that
will be incorporated by reference into the management information circular and proxy statement, without charge, at the Securities and
Exchange Commission’s (the “SEC”) website (www.sec.gov) or from the Corporation by going to the Corporation’s
Investor Relations page on its website at https://investor.harvesthoc.com/home/default.aspx.
Participants
in the Solicitation
The
Corporation and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation
of proxies of the Corporation in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to the Corporation’s shareholders in connection with the proposed transaction
will be set forth in the Corporation’s management information circular and proxy statement for the proposed transaction when available.
Other information regarding the participants in the Corporation’s proxy solicitation and a description of their direct and indirect
interests in the proposed transaction, by security holdings or otherwise, will be contained in such management information circular and
proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents
may be obtained, free of charge, from the SEC or the Corporation as described in the preceding paragraph.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
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.
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HARVEST
HEALTH & RECREATION INC.
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(Registrant)
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By:
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/s/
Steven M. White
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Steven
M. White
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Chief
Executive Officer
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Dated:
July 13, 2021