Current Report Filing (8-k)
2022年10月5日 - 5:25AM
Edgar (US Regulatory)
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Greenrose Holding Co Inc.
0001790665
2022-10-02
2022-10-02
0001790665
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2022-10-02
2022-10-02
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GNRS:Commonstockparvalue0.0001pershareMember
2022-10-02
2022-10-02
0001790665
GNRS:Redeemablewarrantsexercisableforsharesofcommonstockatanexercisepriceof11.50pershareMember
2022-10-02
2022-10-02
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UNITED STATES
SEURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 4, 2022 (October 2, 2022)
THE GREENROSE HOLDING COMPANY INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39217 |
|
84-2845696 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
111 Broadway |
|
|
Amityville, NY |
|
11701 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (516) 346-6270
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 to 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)) |
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Name of Each Exchange on Which Registered |
Units, each consisting of one share of common stock and one Pink redeemable warrant |
|
OTC |
Common stock, par value $0.0001 per share |
|
OTCQX |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OTCQB |
Item 2.04 Triggering Events that Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On October 2, 2022, The Greenrose Holding Company
Inc. (the “Company”) received a Notice of Default (the “Notice of Default”) from the legal representatives
on behalf of DXR Finance, LLC (“DXR Finance”) in reference to the Credit Agreement, dated November 26, 2021 (“Credit
Agreement”), by and among the Company, as Borrower (as defined in the Credit Agreement), the lenders identified on the signature
pages of the Credit Agreement (“Lenders”), and DXR Finance, as Agent (as defined in the Credit Agreement) for the Lenders.
Pursuant to the Notice of Default, DXR Finance
notified the Company that it is considering its rights and remedies pursuant to the Loan Documents (as defined in the Credit Agreement),
including but not limited to those identified in Section 9.1 of the Credit Agreement with respect to the Specified Defaults (as defined
in the Notice of Default), the Event of Default and the Impending Default, and without waiving any rights, remedies, powers, privileges
and defenses afforded under the Credit Agreement and Loan Documents. A copy of the Notice of Default is attached as Exhibit 99.1 to the
Current Report on Form 8-K and incorporated herein.
The Credit Agreement, including the Loan Documents,
was previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.3 to the Current Report
on Form 8-K filed on December 2, 2021, as amended and filed with the SEC as Exhibit 10.1 to Current Report on Form 8-K filed on January
6, 2022, as further amended from time to time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 3, 2022, the board of directors of
the Company (the “Board”) adopted amended and restated bylaws (the “Bylaws”). The Bylaws amendment
introduces a process and procedures and imposes certain information requirements on the Company’s stockholders when one or more
stockholders seek to call a special meeting of the stockholders or take action by written consent, thereby ensuring these stockholder
actions are effected in a lawful, valid and transparent manner by then-holders of the Company’s voting stock. A copy of the Bylaws as
amended to date is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
|
THE GREENROSE HOLDING COMPANY INC. |
|
|
Date: October 4, 2022 |
By: |
/s/ Bernard Wang |
|
Name: |
Bernard Wang |
|
Title: |
Chief Financial Officer |
2
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