Current Report Filing (8-k)
2022年3月12日 - 4:41AM
Edgar (US Regulatory)
0001669400
false
0001669400
2022-03-09
2022-03-09
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): March 9, 2022
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
March 9, 2022, Veritas Farms, Inc. (the “Company”) issued an amended and restated secured convertible credit line promissory
note in the principal amount for up to $3,000,000 (the “Amended and Restated Secured Convertible Promissory Note”) 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 Amended and Restated Secured Convertible Promissory Note increases
the principal amount of the original note, issued on and dated October 12, 2021 made by the Company to the Wit Trust in the original
principal amount of up to $1,500,000, to up to $3,000,000. The Amended and Restated 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 Amended and Restated Secured Convertible Promissory Note. The Amended and Restated Secured Convertible Promissory
Note is convertible as follows: aggregate loaned principal and accrued interest under the Amended and Restated 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 Amended and Restated Secured Convertible Promissory 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 Amended and
Restated Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the Amended
and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated
Secured Convertible Promissory Note is incorporated by reference into this Item 3.02. The Amended and Restated 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:
March 11, 2022 |
VERITAS
FARMS, INC. |
|
|
|
|
By: |
/s/
Ramon A. Pino |
|
|
Ramon
A. Pino, Chief Financial Officer |
2
Veritas Farms (PK) (USOTC:VFRM)
過去 株価チャート
から 5 2024 まで 6 2024
Veritas Farms (PK) (USOTC:VFRM)
過去 株価チャート
から 6 2023 まで 6 2024
Real-Time news about Veritas Farms Inc (PK) (その他OTC): 0 recent articles
その他のVeritas Farms, Inc.ニュース記事