Current Report Filing (8-k)
27 July 2021 - 6:03AM
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: July 16, 2021
PURE
HARVEST CORPORATE GROUP, INC.
(Name
of registrant as specified in its charter)
Colorado
|
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333-212055
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71-0952431
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State
of
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Commission
File
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IRS
Employer
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Incorporation
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Number
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Identification
No.
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7400
E. Crestline Cir. Ste. 130
Greenwood
Village, CO 80111
Address
of principal executive offices
(800)
924-3716
Telephone
number, including area code
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)
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ]
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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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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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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 [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 13a of the Exchange Act. [X]
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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None
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N/A
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N/A
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ITEM
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
July 16, 2021, the Company issued two convertible promissory notes to two unrelated third parties. The notes, one in the principal amount
of $350,000 and one in the principal amount of $50,000, are convertible into shares of the Company’s common stock at a conversion
price of $0.40 per share. The notes are due and payable on August 20, 2021 and are unsecured. On August 20, 2021 the Company will collectively
pay $30,000 in interest to the note holders. As further consideration for purchasing the notes, the Company issued a total of 30,000
shares of its restricted common stock to the note holders.
ITEM
3.02.
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Unregistered
Sale of Equity Securities.
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The
Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the notes
described in Item 2.03 of this report. The persons who acquired the notes were sophisticated investors and were provided full information
regarding the Company’s business and operations. There was no general solicitation in connection with the issuance of the notes.
The persons who acquired the notes acquired them for their own accounts.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
July
26, 2021
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PURE
HARVEST CORPORATE GROUP, INC.
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By:
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/s/
Matthew Gregarek
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Matthew
Gregarek
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Chief
Executive Officer
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