Current Report Filing (8-k)
July 16 2021 - 6:01AM
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: May 26, 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
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IRS
Employer
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Incorporation
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File 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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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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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 [X]
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. [X]
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
3.02
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Unregistered
Sale of Equity Securities.
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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
July 12, 2021, the Company issued 91,072,971 shares of its common stock, as well as warrants to purchase as additional 10,249,375 shares
of its common stock, to VitaNova Partners, LLC in payment of expenses (amounting to $9,108) paid by VitaNova Partners on behalf of the
Company. The warrants are exercisable at any time on or before December 31, 2022 at a price of $0.20 per share.
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.
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July 15, 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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