Item 1.01. Entry into a Material Definitive Agreement.

Effective October 14, 2021, the Company entered into a securities purchase agreement (the "SPA") with Jefferson Street Capital LLC, a New Jersey limited liability company, pursuant to which the Company agreed to issue to the investor (i) an Inventory Financing Promissory Note (the "Note"), dated October 5, 2021, in the principal amount of $275,000; and (ii) five-year cashless warrants to purchase 185,185 shares of Company common stock at an exercise price of $1.35 per share, subject to adjustment for certain dilutive events.

The warrants were issued to the investor, and the Note was funded by the investor on October 14, 2021, and on such date pursuant to the SPA, the Company reimbursed the investor for expenses for compliance and due diligence of $20,000, and the investor received an original issue discount of $25,000, with the Company receiving net funding of $230,000. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures on August 20, 2022, and an interest rate 10% accrued upon issuance. As long as the Note is not in default, the Note is not convertible. Upon the occurrence of an event of default, the note is convertible into shares of the Company's common stock at a conversion price equal to 75% multiplied by the lowest one-day volume-weighted average price during the ten trading days immediately prior to conversion; provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's issued and outstanding common stock. The beneficial ownership limitation may not be waived by the investor.

The foregoing descriptions of SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

  10.1          Securities Purchase Agreement, entered into between Good Hemp,
              Inc. and Jefferson Street Capital LLC, dated October 5, 2021 *

  10.2          Inventory Financing Promissory Note dated October 5, 2021, by Good
              Hemp, Inc. to Jefferson Street Capital LLC *




*Filed herewith.




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