ITEM 3.02 Unregistered Sale of Equity Securities.
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:
? approximately 29% of the outstanding shares of GrowCo, Inc., and
? membership interests in GrowCo Partners 1, LLC.
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.
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