Current Report Filing (8-k)
May 01 2023 - 8:01AM
Edgar (US Regulatory)
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0001572565
2023-04-28
2023-04-28
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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): April 28, 2023
INDOOR
HARVEST CORP.
(Exact
name of registrant as specified in charter)
| Texas |
|
000-55594 |
|
45-5577364 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
7401
W. Slaughter Lane #5078, Austin, Texas, 78739
(Address
of Principal Executive Offices) (Zip Code)
(512)
309-1776
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
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 mart 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
April 28, 2023, Indoor Harvest Corp. (“Indoor Harvest” or “Buyer”) entered into a Membership Interest
and Stock Purchase Agreement (the “Agreement”) with Travis Priddy, (“Seller”), Opportunity Development
Group, LLC, a South Carolina limited liability company (the “Company”), 369 Hemp, Inc., a Nevada corporation (the
“Subsidiary”) and John Burleson (“John Burleson”) (the “Subsidiary,” and together
with the Company, the “Acquired Companies” and each an “Acquired Company”). Seller owns all of
the issued and outstanding membership interests (the “Membership Interests”) of the Company; the Company owns 99.2%
of the Subsidiary and John Burleson owns 0.8% of the Subsidiary. The Agreement provides that, subject to the terms and conditions set
forth therein, Indoor Harvest will indirectly, wholly-own the Subsidiary by acquiring John Burleson’s interest in the Subsidiary
and Seller’s Membership Interests in the Company (the “Merger”).
Indoor
Harvest’s Board of Directors (the “Board”) unanimously determined that the transactions contemplated by the
Agreement, including the Merger, are in the best interests of Indoor Harvest and its stockholders, and approved the Agreement and the
transactions contemplated by the Agreement.
Under
the terms of the Agreement, the aggregate purchase price of $1,675,000 consists of the following consideration: (i) a cash consideration
payment at closing consisting of eight hundred thousand dollars ($800,000) to
each of Seller and John Burleson in accordance with
their Pro Rata Portion (as defined therein), less the $313,089.45 due and owing to Indoor
Harvest in connection with certain nine separate promissory notes issued by the Company to Indoor Harvest between July 27, 2022 and February
28, 2023, and (ii) a stock consideration payment at closing consisting of one hundred twenty-five million shares (125,000,000) of Indoor
Harvest’s common stock, $0.001 par value per share.
369
Hemp, Inc. is a company engaged in the business of manufacturing and distributing hemp cigarettes. Key commercial customers include Green
Hemp Co., VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8 employees and was founded in early 2019 and
is based in Mocksville, North Carolina.
The
foregoing is intended to be a summary of the terms of the Agreement and is subject to and qualified
in its entirety by the text of the Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure.
On
May 1, 2023, Indoor Harvest issued a press release announcing its entry into the aforementioned Agreement.
A
copy of the press release is attached herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of Indoor Harvest under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01. Financial Statement and Exhibits.
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.
| INDOOR
HARVEST CORP. |
|
| |
|
| /s/
Leslie Bocskor |
|
| Leslie
Bocskor |
|
| Chief
Executive Officer |
|
| |
|
| Date:
May 1, 2023 |
|
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