Current Report Filing (8-k)
2020年3月31日 - 7:10PM
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): March 30, 2020
Two
Rivers Water & Farming Company
(Exact
name of registrant as specified in its charter)
Commission
File No.: 000-51139
Colorado
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13-4228144
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(State or other
jurisdiction of incorporation)
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(I.R.S. Employer
Identification No.)
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3025
S. Parker Rd., Ste. 140, Aurora, CO
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80014
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 222-1000
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:
[ ]
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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: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company [X]
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
8.01 Other Events.
Two
Rivers Water & Farming Company (the “Company”) is filing this Current Report on Form 8-K as a condition to seeking
relief provided by the Securities and Exchange Commission Order under Section 36 of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act, as set forth in SEC
Release No. 34-88318 (the “Order”). By filing this Current Report on Form 8-K, the Company is relying on the Order
to receive an additional 45 days to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “10-K”).
The 10-K would have been due on March 30, 2020. With this extension the Company expects to file the 10-K on or before May 14,
2020.
As
a result of the COVID-19 outbreak and the chain reactions it has caused throughout the world, the Company has been adversely affected
due to its location and inability to work as normal. This has affected the efficiency of the Company’s annual audit and
the overall timeline of the Company’s preparation of the 10-K to be filed with the SEC. Specifically, the corporate offices
and records of the Company are located in the Denver, Colorado metropolitan area, which has been subject to a “stay at home”
order by the government authorities, and the expiration date of this order us indeterminate at this time. Therefore, access to
records, many of which are in “hard copy”, has been severely limited. These records are required to be provided to
the Company’s auditors in order for them to complete their work so that their opinion on the financial statements may be
included in the 10-K.
The
Company has attempted to take measures to overcome the adverse impact derived from the COVID-19 outbreak related to the annual
audit and filing of the 10-K. To the best of the Company’s knowledge, despite the challenge of the slow recovery to normal
operations under various restrictions, the Company believes that it will be able to complete the annual audit and file the 10-K
within the additional 45 days granted by the Order on or before May 14, 2020.
The
Company supplements the following risk factor due to the uncertainty of the COVID-19 outbreak:
The
current phase of the Company’s business plan requires the investment of additional capital to support the preservation and
improvement of assets which are critical to the Company maintaining its value for stockholders and ensuring continued performance.
The impact of COVID-19 on investors has been significant and therefore has a direct effect on the Company at this time.
The
Company currently requires the investment of additional capital. Efforts to raise such capital have been hampered due to the impact
of COVID-19, which includes the fact that the capital markets have been extremely unpredictable and volatile, causing some potential
investors to refrain from making any new investments. Given the uncertainty of the nation’s and the world’s economy
for the near-term, some potential investors have been reluctant to risk any cash.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf
by the undersigned hereunto duly authorized.
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Two
Rivers Water & Farming Company
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Dated:
March 30, 2020
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By:
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/s/
Greg Harrington
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Greg
Harrington, CEO/CFO
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