Item 8.01 Other Events.
On April 27, 2022, PH Invesco, LLC ("PH Invesco"), a secured creditor of Pure
Harvest Corporate Group, Inc. and its subsidiaries ("PHCG" or the "Company"),
filed a Complaint in the United States District Court for the District of
Wyoming, Case No. 22-cv-00094 (the "Wyoming Action"), against Timothy Topp
("Topp"), Eric Boivin ("Boivin"), Cornbuck-Aurora, LLC ("Cornbuck"; together
with Topp, O'Shea and Boivin, the "Creditor Group"), PHCG, Sofa King Medicinal
Wellness Products, LLC ("SKM") and Matthew Gregarek ("Gregarek"; together with
the Creditor Group, PHCG and SKM, the "Defendant Parties") asserting, among
other claims, counts alleging breach of contract, replevin of collateral,
tortious intereference with contract, fraudulent transfer and civil conspiracy.
Each of the foregoing, and the other parties referred to below, are hereinafter
referred to collectively as the "Parties".
On June 10, 2022, the Creditor Group filed their Motion to Dismiss Complaint
seeking dismissal of the Wyoming Action. Thereafter, on June 30, 2022, PH
Invesco dismissed the Creditor Group from the Wyoming Action without prejudice,
while PHCG, Pure Harvest Colorado, LLC ("PHCO"), SKM and Gregarek remained as
defendants in the Wyoming Action.
On July 7, 2022, PH Invesco filed a Complaint in the District Court for
Jefferson County, Colorado, Case No. 2022CV30788 (the "Colorado Action"),
against the Creditor Group asserting counts alleging tortious interference with
contract, fraudulent transfer and civil conspiracy.
On or around April 4, 2022, PH Invesco, with the assistance of SKM, filed for
ownership change and owner suitability with the Marijuana Enforcement Division
of the Colorado Department of Revenue ("MED"). PH Invesco holds a senior lien in
all assets of PHCG, PHCO and SKM.
On or about July 28, 2022, that certain Assignment, Assumption, and Indemnity
Agreement (the "Assignment Agreement") was entered into between PHCO and PH
Invesco. Pursuant to the Assignment Agreement, and subject to the Approvals (as
defined below), SKM shall transfer one hundred percent (100%) of its membership
interests to PH Invesco, such that PH Invesco shall thereafter be the sole owner
of SKM.
Contemporaneously with the execution of the Assignment Agreement, the Parties
entered into a Settlement Agreement (the "Settlement Agreement"). Pursuant to
the Settlement Agreement, and upon receipt by PH Invesco of one hundred percent
(100%) of the membership interests in SKM, subject to the Approvals (as defined
below), all obligations owned by PHCG and/or any of its subsidiaries to PH
Invesco and/or any affiliated individual or entitiy of PH Invesco, shall be
deemed satisfied in full. In addition, PHCG and any of its subsidiaries shall
have no further obligation of any kind to PH Invesco or any affiliated
individual or entity, except as the obligations created in the Settlement
Agreement. Further, PH Invesco agreed to dismiss the Wyoming Action and Colorado
Action within three (3) business days of the execution of the Settlement
Agreement.
On August 3, 2022, solely to eliminate the uncertainty, distraction, disruption,
burden, risk, and expense of further litigation, the Parties executed that
certain Settlement Agreement, as described above, to resolve any and all claims
and disputes between PH Invesco and the Defendant Parties. The consummation of
the Assignment Agreement and Settlement Agreement are contingent upon receiving
the required approvals from MED and applicable marijuana regulatory agencies in
each local jurisdiction where SKM is licensed to operate (the "Approvals"),
which are still pending.
As of August 8, 2022, the stipulated motion for dismissal of the Wyoming Action
was granted by a court order from the United States District Court for the
District of Wyoming.
A copy of the Assignment Agreement and Settlement Agreement are attached hereto
as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
Exhibit
No. Description
99.1 Assignment Agreement
99.2 Settlement Agreement
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document).© Edgar Online, source Glimpses
PURE HARVEST CORPORATE GROUP, INC. 
