Item 1.01 Entry into a Material Agreement
Amendment to Merger Agreement
On
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets
On
The purchase consideration for the acquired assets totaled approximately
The Company will continue Halcyon Thruput's business of providing post-harvest
and midstream services to growers by drying, processing, cleaning, stripping
harvested hemp directly from the field and wetbaled at its 48,000 square foot
facility located in
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in the second paragraphs of Item 2.01 regarding (a)
promissory note for
The foregoing description of the promissory note is only a summary and is
qualified in its entirety by reference to the complete text of the promissory
note, which is filed as Exhibits 10.2 to this Current Report on Form 8-K and
incorporated by reference herein. The foregoing description of the assumption by
the company of approximately
2
Item 3.02 Unregistered Sales of
The disclosure set forth in the second paragraph of Item 2.01 above is incorporated by reference into this Item 3.02. The disclosure set forth in the third paragraph of Item 5.02 below is incorporated by reference into this Item 3.02.
The securities issued in connection with the purchase of the assets and the Term Employment Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Concurrent with the closing of the asset acquisition on
Also concurrent with the closing of the asset acquisition on
The Term Employment Agreements with
Further, the Term Employment Agreements with
There are no arrangements or understandings between
The foregoing description of the Term Employment Agreements are only summaries and each summary is qualified in its entirety by reference to the complete text of the Amendment, which are filed as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On
3
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibit 99.1(i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any filings of the Company.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements as required for the periods specified in Rule 8-04(b) of Regulation S-X, and meeting the requirements of Regulation S-X, are not included in this Report. The Company will provide the required financial statements by amendment of this Current Report within 71 calendar days from the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
Pro forma financial information, if and as required by Rule 8-05 of Regulation S-X, and meeting the requirements of Regulation S-X, are not included in this Report. If pro forma financial information is required with respect to the transaction described above, the Company will provide such required pro forma financial information by amendment of this Current Report within 71 calendar days from the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit No. Description of Exhibit 10.1 First Amendment to Asset Purchase Agreement datedJanuary 11, 2021 , by and among,Generation Hemp, Inc. ,GENH Halcyon Acquisition, LLC ,Oz Capital, LLC ,OZC Agriculture KY LP ,Halcyon Thruput, LLC , and the owners set forth therein. 10.2 Subordinated Promissory Note datedJanuary 11, 2021 , by GenH HalcyonAcquisition, LLC (the "Borrower") andHalcyon Thruput, LLC 10.3 Guaranty Agreement, datedDecember 31, 2020 , ofGeneration Hemp in favor of Coventry Asset Management. 10.4 Term Employment Agreement datedJanuary 11, 2021 , betweenGeneration Hemp, Inc. andJack Sibley 10.5 Term Employment Agreement datedJanuary 11, 2021 , betweenGeneration Hemp, Inc. andWatt Stephens 99.1 Press Release. 4
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