Current Report Filing (8-k)
19 August 2021 - 5:54AM
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: August 17, 2021
VETANOVA,
INC.
(Name
of registrant as specified in its charter)
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Nevada
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000-51068
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85-1736272
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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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335
A Josephine St.
Denver,
CO 80206
Address
of principal executive offices
(303)
248-6883
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 30.425)
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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-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 ☒
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. ☒
Securities
registered pursuant to Section 12(b) of the Act:
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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 2.01 Completion of Acquisition or Disposition of Assets.
On
May 26, 2021 the Company issued 4,384,913 shares of its common stock, as well as warrants to purchase an additional 4,384,913 shares
of its common stock, to Two Rivers Water and Farming Company in exchange for:
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●
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approximately
29% of the outstanding shares of GrowCo, Inc., and
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membership
interests in GrowCo Partners 1, LLC.
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The
warrants are exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.
On
August 17, 2021 the Company acquired:
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GrowCo
Partners 1, LLC, the only asset of which is approximately 39 acres of land
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approximately
78 acres of land from GrowCo Partners 2, LLC, and
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approximately
39 acres of land from GrowCo, Inc.
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The
165 acres of land are located in southeastern Colorado.
The
Company will pay 95,000,000 shares of its common stock and $2,368,421 for GrowCo Partners 1, LLC and the land from GrowCo Partners 2,
LLC and GrowCo, Inc. The shares will be issued in book entry form no later than December 31, 2021. The cash will be paid no later than
December 31, 2022. The cash amount will bear interest at 6% per year from August 17, 2021 until paid.
The
Company has a direct or indirect interest in the three entities listed above.
ITEM 3.02 Unregistered Sale of Equity Securities.
The
Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities
described above. The persons who acquired these securities 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 these securities. The
persons who acquired these securities acquired them for their own accounts. The certificates representing the securities will bear a
restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.
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.
August 18, 2021
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VETANOVA,
INC.
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By:
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/s/
John McKowen
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John
McKowen, Chief Executive Officer
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VetaNova (CE) (USOTC:VTNA)
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