Current Report Pursuant to Regulation a (1-u)
28 March 2020 - 5:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
Current Report Pursuant to Regulation A
Date of Report: March 27, 2020
(Date of earliest event reported)
HIGHTIMES HOLDING CORP.
(Exact name of issuer as specified in its charter)
Delaware
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81-4706993
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2110 Narcissus Ct.
Venice, California 90291
(Full mailing address of principal executive
offices)
(844) 933-3287
(Issuer’s telephone number, including
area code)
Title of each class of securities issued pursuant
to Regulation A: Class A voting Common Stock, par value $0.0001 per share
This
Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities,
nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
ITEM 9. OTHER EVENTS
On March 27, 2020, Hightimes Holding Corp.,
a Delaware corporation (the “Company”), issued a press release announcing that it has entered into a letter of intent
with Humboldt Heritage, Inc., a California corporation (“Humboldt”), to acquire Humboldt and its subsidiaries
Humboldt Sun Growers Guild and Grateful Eight LLC.
Humboldt Heritage, Inc., was founded in
2015 by seven local farmers who sought to better serve the farming community in the region. Headquartered in Humboldt County,
CA, Humboldt provides manufacturing, processing and distribution of cannabis products under its two wholly-owned subsidiaries,
Humboldt Sun Growers Guild and Grateful 8. HSGG provides processing, white labeling services, and is the exclusive distributor
of their flagship brands True Humboldt and Region.
A copy of the press release is attached
hereto as Exhibit 15.1.
Consummation of the acquisition is subject
to certain conditions, including the negotiation and execution of definitive purchase agreements and exhibits.
The information contained herein, including
Exhibit 15.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference into any
of our Securities and Exchange Commission filings, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements
of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Hightimes
Holding Corp.
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a
Delaware corporation
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by:
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/s/
Adam E. Levin
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Name:
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Adam
E. Levin
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Its:
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Executive
Chairman of the Board
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Date:
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March
27, 2020
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