Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On October 2, 2022, The Greenrose Holding Company Inc. (the "Company") received
a Notice of Default (the "Notice of Default") from the legal representatives on
behalf of DXR Finance, LLC ("DXR Finance") in reference to the Credit Agreement,
dated November 26, 2021 ("Credit Agreement"), by and among the Company, as
Borrower (as defined in the Credit Agreement), the lenders identified on the
signature pages of the Credit Agreement ("Lenders"), and DXR Finance, as Agent
(as defined in the Credit Agreement) for the Lenders.
Pursuant to the Notice of Default, DXR Finance notified the Company that it is
considering its rights and remedies pursuant to the Loan Documents (as defined
in the Credit Agreement), including but not limited to those identified in
Section 9.1 of the Credit Agreement with respect to the Specified Defaults (as
defined in the Notice of Default), the Event of Default and the Impending
Default, and without waiving any rights, remedies, powers, privileges and
defenses afforded under the Credit Agreement and Loan Documents. A copy of the
Notice of Default is attached as Exhibit 99.1 to the Current Report on Form 8-K
and incorporated herein.
The Credit Agreement, including the Loan Documents, was previously filed with
the Securities and Exchange Commission (the "SEC") as Exhibit 10.3 to the
Current Report on Form 8-K filed on December 2, 2021, as amended and filed with
the SEC as Exhibit 10.1 to Current Report on Form 8-K filed on January 6, 2022,
as further amended from time to time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 3, 2022, the board of directors of the Company (the "Board") adopted
amended and restated bylaws (the "Bylaws"). The Bylaws amendment introduces a
process and procedures and imposes certain information requirements on the
Company's stockholders when one or more stockholders seek to call a special
meeting of the stockholders or take action by written consent, thereby ensuring
these stockholder actions are effected in a lawful, valid and transparent manner
by then-holders of the Company's voting stock. A copy of the Bylaws as amended
to date is attached as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
3.1 Amended and Restated Bylaws of The Greenrose Holding Company Inc.,
dated October 3, 2022
99.1 Notice of Default, dated October 2, 2022
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101)
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