VERITAS FARMS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2022, Veritas Farms, Inc. (the "Company") issued an amended and restated secured convertible credit line promissory note in the principal amount for up to $3,000,000 (the "Amended and Restated Secured Convertible Promissory Note") to the Cornelis F. Wit Revocable Living Trust (the "Wit Trust"), a principal shareholder who holds securities of the Company that constitute a majority of the voting securities of the Company. The Amended and Restated Secured Convertible Promissory Note increases the principal amount of the original note, issued on and dated October 12, 2021 made by the Company to the Wit Trust in the original principal amount of up to $1,500,000, to up to $3,000,000. The Amended and Restated Secured Convertible Promissory Note is secured by the Company's assets and contain certain covenants and customary events of default, the occurrence of which could result in an acceleration of the Amended and Restated Secured Convertible Promissory Note. The Amended and Restated Secured Convertible Promissory Note is convertible as follows: aggregate loaned principal and accrued interest under the Amended and Restated Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0.05 per share. The Amended and Restated Secured Convertible Promissory Note will accrue interest on the aggregate amount loaned at a rate of 10% per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Amended and Restated Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the Amended and Restated Secured Convertible Promissory Note on the earlier of (i) October 01, 2024, or (ii) following an event of default.

The foregoing description of the terms of the Amended and Restated Secured Convertible Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Secured Convertible Promissory Note attached hereto as Exhibit 10.1.

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

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Amended and Restated Secured Convertible Promissory Note is incorporated by reference into this Item 3.02. The Amended and Restated Secured Convertible Promissory Note issued to the investor was offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits




Exhibit No   Description

10.1           Form of Amended and Restated Secured Convertible Credit Line
             Promissory Note dated March 9, 2022
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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