Current Report Filing (8-k)
30 July 2021 - 5:33AM
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): July 22, 2021
Veritas
Farms, Inc.
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(Exact
name of registrant as specified in charter)
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Nevada
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333-210190
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90-1254190
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1512
E. Broward Blvd., Suite 300, Fort Lauderdale, FL
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33301
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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: (833) 691-4367
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of
the following provisions:
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☐
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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:
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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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
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Entry
into a Material Definitive Agreement.
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On
July 22, 2021, Veritas Farms, Inc. (the “Company”) issued secured convertible promissory notes in the aggregate principal
amount of $1,075,000 (the “Secured Convertible Promissory Notes”) in exchange for an aggregate amount of $1,075,000, which
Secured Convertible Promissory Notes were issued 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, in the amount of
$1,000,000, Stephen E. Johnson, Chief Executive Officer and President of the Company, in the amount of $50,000, and Ramon A. Pino, Executive
Vice President of Finance of the Company, in the amount of $25,000. The Secured Convertible Promissory Notes are 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
Secured Convertible Promissory Notes. The Secured Convertible Promissory Notes are convertible as follows: prior to the Company closing
a financing through the sale and issuance of the Company’s equity securities, debt, convertible debt, a combination of the foregoing
or otherwise (“Conversion Securities”), on or prior to the due date of the Secured Convertible Promissory Note (the “Financing”),
the Holder has the right, in its sole discretion, to convert in whole or in part the principal and accrued but unpaid interest thereon
through and as of the date of the closing of the Financing, into the identical Conversion Securities issued at such Financing. The Notes
will accrue interest at 8% per annum, which is payable upon payment or conversion of the Secured Convertible Promissory Notes into the
Financing, at the option of the Holder. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable
under the Secured Convertible Promissory Notes, is due and payable if not converted pursuant to the terms and conditions of the Secured
Convertible Promissory Notes on the earlier of (i) April 01, 2022, or October 1,2021 (ii) following an event of default. In addition,
the Secured Convertible Promissory Note issued to the Wit Trust provides that $500,000 of principal will be due and payable if not converted
pursuant to the terms and conditions of the Secured Convertible Promissory Note at such time as the Company raises a minimum amount of
$1,000,000 in additional capital.
The
foregoing description of the terms of the Secured Convertible Promissory Notes does not purport to be complete and is qualified in its
entirety by reference to the full text of the Form of Secured Convertible Promissory Note attached hereto as Exhibit 10.1.
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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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The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02.
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Unregistered
Sale of Equity Securities.
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The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Secured Convertible
Promissory Notes is incorporated by reference into this Item 3.02. The Secured Convertible Promissory Notes issued to the investors were
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
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Financial
Statements and Exhibits.
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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:
July 29, 2021
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VERITAS
FARMS, INC.
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By:
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/s/
Ramon A. Pino
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Ramon
A. Pino, Executive Vice President of Finance
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