Amended Current Report Filing (8-k/a)
August 18 2021 - 4:11PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 10, 2021
HARVEST
HEALTH & RECREATION INC.
(Exact
name of registrant as specified in its charter)
British
Columbia
(State
or other jurisdiction of incorporation)
000-56224
|
|
84-3264202
|
(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.
Explanatory
Note
This
Amendment No. 1 (the “Amendment”) to the Current Report on Form 8-K amends Item 3.02 of the Current Report on Form 8-K filed
on August 16, 2021 (the “Original Form 8-K”) solely to correct an inadvertent error regarding the date of conversion of certain
Multiple Voting Shares, no par value per share (“MVS”). As previously filed, the Original Form 8-K incorrectly stated that
68,486.70 MVS were converted into Subordinate Voting Shares, no par value per share (“SVS”)
during the period August
4, 2021 through
August 13, 2021. 3,157.5 of such MVS were converted into 315,750 SVS on August 16, 2021 rather than August
13, 2021; accordingly, 65,329.20 MVS were converted into 6,532,920 SVS during the period August 4, 2021 through August 13, 2021.
Except as expressly set forth in this explanatory note, the Amendment does not otherwise amend, modify or update the disclosures contained
in the Original Form 8-K.
Item
3.02
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Unregistered
Sales of Equity Securities
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During
the period August 4, 2021 through August 13, 2021, holders of Multiple Voting Shares, no par value per share (“MVS”), of
Harvest Health & Recreation Inc. (the “Company”), converted an aggregate of 65,329.20
shares of MVS to Subordinate Voting Shares, no par value (“SVS”), of the Company resulting in the issuance of 6,532,920
SVS by the Company. In accordance with their terms, MVS are convertible into SVS on a 1:100 basis. The holders of certain shares
of SVS remain subject to individually negotiated lock-up agreements. The Company did not receive any cash proceeds as a result of the
exchange of the MVS for the SVS, and the shares of MVS exchanged have been retired and cancelled. The issuance of SVS was made by the
Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section
3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and
no commission or other remuneration was paid to any party for soliciting such exchange.
During
the same period, the Company issued an aggregate of 7,485,559 SVS as a result of the exercise of certain outstanding warrants issued
by the Company in the past to various investors (the “Warrant Holders”). As a result of the exercise of the warrants, the
Company received gross cash proceeds of USD $15,988,310.55 and CDN$1,138,506.64. The Warrant Holders exercised the warrants at exercise
prices of USD$2.29 and CDN$2.26.
The
issuances of SVS in connection with the warrant exercises were 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.
This
current report on Form 8-K does not constitute an offer to exchange any securities of the Company for SVS, MVS or other securities of
the Company.
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:
August 18, 2021