Current Report Pursuant to Regulation a (1-u)
May 26 2020 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-U
Current
Report Pursuant to Regulation A
Date
of Report: May 4, 2020
(Date
of earliest event reported)
HIGHTIMES
HOLDING CORP.
(Exact
name of issuer as specified in its charter)
Delaware
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81-4706993
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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2110
Narcissus Ct.
Venice,
California 90291
(Full
mailing address of principal executive offices)
(844)
933-3287
(Issuer’s
telephone number, including area code)
Title
of each class of securities issued pursuant to Regulation A: Class A voting Common Stock, par value $0.0001 per share
This
Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities,
nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
ITEM
9. OTHER EVENTS
Eleventh
Amendment to ExWorks Loan and Security Agreement
On
May 22, 2020, the Company and its subsidiaries entered into an Eleventh Amendment to the Loan and Security Agreement (the
“Eleventh Amendment to the Loan Agreement”) with ExWorks Capital Fund I, L.P., a Delaware limited partnership
(“ExWorks”). Under the terms of the Eleventh Amendment to the Loan Agreement, ExWorks has agreed to
enter into an amendment to the ExWorks note (the “Fifth Amended Note”) pursuant to which the principal
amount owed under the note would be reduced from $18,800,000.00 to $18,574,429.72 and the maturity date of the note and related
obligations under the loan agreement, as amended, was extended to December 31, 2020.
The
foregoing summary of the terms and conditions of the Eleventh Amendment to the Loan Agreement and the Fifth Amended Note are qualified
in their entirety by the definitive Eleventh Amendment and the Fifth Amended Note, which are attached hereto as Exhibit 6.1 and
Exhibit 6.2, respectively, and are incorporated herein by reference.
Resignation
of Stormy Simon
As
previously reported in our Current Report on Form 1-U filed on May 6, 2020 (the “May 6 Current Report”),
on May 4, 2020, the Company’s then Chief Executive, Stormy Simon, resigned from her position as Chief Executive Officer.
At the same time, she also resigned from the Company’s board of directors. The Company inadvertently reported in the May
6 Current Report that Ms. Simon would be remaining on the board of directors. That announcement was made in error. Ms. Simon’s
resignation from the board and as CEO were both effective as of May 4, 2020.
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Hightimes
Holding Corp.
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a
Delaware corporation
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by:
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/s/
Adam E. Levin
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Name:
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Adam E. Levin
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Its:
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Executive Chairman
of the Board
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Date:
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May
22, 2020
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Exhibits
to Form 1-U
Index
to Exhibits
Exhibit
No.
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Description
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6.1
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Form
of Eleventh Amendment to the Loan and Security Agreement,
dated May 22, 2020, between Hightimes Holding Corp., its subsidiaries, and ExWorks Capital Fund I, L.P.
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6.2
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Form
of Fifth Amended and Restated Senior Secured Convertible
Note, dated May 22, 2020, issued by Hightimes Holding Corp. and its subsidiaries to ExWorks Capital Fund I, L.P.
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