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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
August
30, 2021
Date
of Report (Date of earliest event reported)
Generation
Hemp, Inc.
(Exact
name of registrant as specified in its charter)
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Colorado
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000-55019
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26-3119496
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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8533
Midway Road, Dallas, Texas
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75209
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(Address
of principal executive offices)
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(Zip
Code)
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(469)
209-6154
(Registrant’s
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 (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(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 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
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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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively
the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and
information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings
the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”,
“plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking
statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties,
assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they
relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events
described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not
intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in
conjunction with our pro forma financial statements and the related notes that will be filed herein.
Item
1.01 Entry Into a Material Definitive Agreement.
On
August 30, 2021, the Company entered into an Amended and Restated Promissory Note (the “Note”) with, Gary C. Evans, the Company’s
Chief Executive Officer and a Director of the Company. The Note amends the previously disclosed note, adding an additional advance of
$100,000, taking the outstanding balance under the Note to $300,000 with an interest rate of 10% and a maturity date of January 1, 2022.
A copy of the Note is attached hereto as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure.
On
August 30, 2021, the Company issued a press release announcing that Gary C. Evans, the Company’s Chief Executive Officer and a
Director of the Company, will speak at The Southern Hemp Expo in Raleigh, North Carolina at 2:50 P.M. Eastern Time on Thursday, September
2, 2021 and also discussing the Company’s Green Policy, a copy of which is included as Exhibit 99.1 attached hereto. Access to
the conference can be found at southernhempexpo.net.
The
information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Further, the information in this Item 7.01 and Exhibit 99.1(i) will not be deemed an admission as to the materiality of any information
herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any filings of the Company.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Generation Hemp, Inc. has duly caused this current report to be signed on
its behalf by the undersigned hereunto duly authorized.
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GENERATION HEMP, INC.
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Date: August 30, 2021
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By:
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/s/ Gary C.
Evans
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Gary C. Evans
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Chief Executive Officer
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4
Exhibit 10.1
AMENDED AND RESTATED PROMISSORY NOTE
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$300,000.00
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August 30, 2021
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For value received, GENERATION HEMP, INC., a Delaware
corporation (the “Borrower”), promises to pay to GARY C. EVANS, an individual, or his assigns (the “Holder”),
the principal sum of $300,000 (U.S. Dollars), together with all accrued and unpaid interest thereon as set forth below. It is expressly
understood that the commitment to provide the first principal sum of $100,000 was agreed to on July 20, 2021 and all provisions of this
unsecured promissory note shall be deemed effective as of such date and all financial obligations shall accrue from such date with respect
to such amount. It is expressly understood that the commitment to provide the second principal sum of $100,000.00 was agreed to on August
3, 2021 and all provisions of this unsecured promissory note shall be deemed effective as of such date and all financial obligations shall
accrue from such date with respect to such amount. It is expressly understood that the commitment to provide the third principal sum of
$100,000.00 was agreed to on August 30, 2021 and all provisions of this unsecured promissory note shall be deemed effective as of such
date and all financial obligations shall accrue from such date with respect to such amount. All payments of principal and interest hereunder
shall be made by check or wire transfer pursuant to wire transfer instructions that may be provided by the Holder to the Borrower from
time to time.
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1.
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Payments. The Borrower shall make the principal payment on January 1, 2022 to the Holder, together with accrued and
unpaid interest hereunder. Notwithstanding to the contrary, all outstanding principal and all accrued and unpaid interest hereunder shall
be due and payable in full at that time.
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2.
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Interest Rate. Simple interest on the unpaid principal balance of this Note shall accrue at the lesser of ten percent
(10%) per annum and the highest rate permitted by law. If an Event of Default (as defined below) shall occur under this Note, interest
shall immediately commence accruing at a default rate of twelve percent (12%) per annum.
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3.
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Default. The occurrence of any of the following events of default (each, an “Event of Default”) shall,
at the option of the Holder thereof, make all principal and interest (to the extend accrued) then remaining unpaid hereon and all other
amounts payable hereunder immediately due and payable, upon written demand, without presentment, or grace period, all of which hereby
are expressly waived, except as set forth below:
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(a)
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Failure to Pay Principal or Interest. The Borrower fails to pay any installment of principal or interest due under this Note
when due and such failure continues for a period of five (5) days after written notice.
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(b)
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Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or applies for or consents to the
appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver of trustee shall
otherwise be appointed without the consent of the Borrower, which shall constitute an automatic Event of Default and shall result in all
remaining unpaid principal and interest due hereon immediately due and payable without the written demand from the Holder.
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(c)
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Bankruptcy. Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy
law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the
Borrower, which shall constitute an automatic Event of Default and shall result in all remaining unpaid principal and interest due hereon
immediately due and payable without the written demand from the Holder.
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4.
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Termination. Upon payment of all cash amounts due to the Holder as provided in this Note, the Borrower will forever
be released from all of its payment obligations and liabilities under this Note and the Holder agrees to promptly return to the Borrower
the Note marked “paid in full”. This Note may be prepaid, in whole or in part, without the prior consent of the Holder.
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(a)
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Successors and Assigns. This Note shall be binding upon successors and assigns of the Borrower, and shall inure to the benefit
of the successors and permitted assigns of the Holder.
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(b)
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Severability. The unenforceability or invalidity of any provision or provisions of this Note shall not render any other provision
or provisions herein contained unenforceable or invalid.
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(c)
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Notice. Any notice or communication required to be given hereunder may be delivered by hand or deposited with an overnight
courier (with overnight delivery instructions), if to the Borrower, to the address of the Borrower’s corporate headquarters, and
if to the Holder, to the last address of the Holder set forth in the Borrower’s books and records. Notice shall be deemed given
and received on the date sent if sent by personal delivery; and one (1) day after the date sent if sent by overnight courier.
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(d)
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Entire Agreement. This Note contains the entire and complete understanding between the parties concerning its subject matter
and all representations, agreements, arrangements, and understandings between or among the parties, whether oral or written, have been
fully merged herein and are superseded thereby, except for representations, agreements, and understandings between or among the parties
made pursuant to the Purchase Agreement and any other agreements entered into in connection therewith and herewith. The Note may be modified
only by a writing signed by both parties.
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(e)
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Governing Law; Attorneys’ Fees. This Note shall be governed by and construed in accordance with the laws of the State
of Texas, without giving effect to its principles regarding conflicts of law. Upon default, the breaching party agrees to pay to the non-breaching
party reasonable attorneys’ fees, plus all other reasonable expenses, incurred by the non-breaching party in exercising any of the
non-breaching party’s rights and remedies.
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(f)
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Jurisdiction. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the
State of Texas, Dallas County, and to the jurisdiction of the United States District Court for the State of Texas, for the purpose of
any suit, action, or other proceeding arising out of or based upon this Note; (b) agree not to commence any suit, action, or other proceeding
arising out of or based upon this Note except in the state courts of the State of Texas, Dallas County, or the United States District
Court for the State of Texas; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property
is exempt or immune from attachment or execution, that the suit, action, or proceeding is brought in an inconvenient forum, that the venue
of the suit, action, or proceeding is improper or that this Note or the subject matter hereof may not be enforced in or by such court.
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(g)
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FINAL AGREEMENT. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED BY THE BORROWER IN
CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBOTY THE FINAL, ENTIRE AGREEMENT OF THE BORROWER AND THE HOLDER WITH RESPECT
TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BYT HIS NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE BORROWER AND THE HOLDER. THERE ARE NO ORAL AGREEMENTS BETWEEN THE
BORROWER AND THE HOLDER.
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(h)
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Subordination. By its acceptance hereof, the Holder agrees that the indebtedness evidenced by this Note, including the principal
of and interest thereon, shall be subordinate to and subject in right of payment, to the extent hereinafter set forth, to the prior payment
in full of all principal, interest, and any other sums then due on all existing or future Senior Indebtedness of the Borrower. The term
“Senior Indebtedness” shall mean secured and unsecured indebtedness of the Borrower, or with respect to which the Borrower
is a guarantor, for money borrowed by the Borrower from any financial institution or other sources prior to the date of this unsecured
promissory note.
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Signature Page Follows
IN WITNESS WHEREOF, the Borrower has executed
this Note as of the date set forth above.
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GENERATION HEMP, INC.,
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a Colorado Corporation
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By:
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/s/ Chad Burkhardt
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Chad Burkhardt
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Vice President & General Counsel
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PROMISSORY
NOTE – Page 4
Exhibit 99.1
GENERATION HEMP CHAIRMAN AND CEO
TO SPEAK AT SOUTHERN HEMP EXPO
COMPANY TARGETS GREEN POLICY
DALLAS, TX – August 30, 2021, Generation
Hemp, Inc., a Dallas/Fort Worth based midstream hemp company (OTCQB: GENH) and its wholly-owned subsidiary, GENH Halcyon Acquisition,
LLC (collectively the “Company”), today announced that its Chairman and CEO, Gary C. Evans, plans to speak at The Southern
Hemp Expo located in Raleigh, NC on September 2, 2021 regarding the financial wellness for hemp companies. Also announced today is the
Company’s plan to implement green policies wherever possible for its existing operations of drying, cleaning, stripping, and located
in western Kentucky.
The Southern Hemp Expo is a respected industry
event, founded by hemp industry pioneers and provides a platform of collaboration and networking for industry professionals, along with
an educational outlet and marketplace for the public. Mr. Evans is slated to speak at 2:50 PM on the opening day of the show, this Thursday.
The Company’s recent decision to launch
its animal bedding segments, Rowdy Rooster and Kentucky Gold, is, in part, a result of the Company’s efforts to implement a “Green
Policy” into its operations, wherever possible. The Company’s drying and processing facility operations created a byproduct
of millions of pounds of hemp hurd, which is the woody stalk of the hemp plant. To avoid adding additional disposal or haul-away costs
to farmers and other corporate clients, and in an effort to create a zero waste, sustainable operation, the Company brought in specialized
engineers to assess the byproduct and provide management the guidance on what additional steps and equipment would be required to make
this byproduct into high quality hemp animal bedding. Now that the necessary equipment has been ordered, installed, and is operational,
the facility is operating with zero waste and has taken the first step in the realization of the “Green Policy” goals.
Generation Hemp Chairman and CEO, Gary C. Evans
commented, “When you are involved as a business owner in the hemp industry, you also become part of the hemp community. This community
was pioneered by a group of passionate people who have fought over the years for the legalization and utilization of hemp in our everyday
lives. At the core of the hemp community’s principles, is an environmental awareness that is acute, and the potential of hemp to
have immeasurable positive impact on the environment is an element in hemp’s every use. As a former fossil fuels executive for over
three decades, I want to leave an impact that I can be proud, regarding our goal to fix the environment in which we live and breathe.
It’s incumbent upon hemp companies to make every effort we can to align with these principles. We, as a corporate citizen, will
continue our efforts to make our operations sustainable and implement green policies whenever and wherever that is possible.”
About Generation Hemp, Inc
Generation Hemp, Inc. is a Dallas/Fort Worth based
hemp company that operates in the midstream sector. With operations in Hopkinsville, Kentucky and Denver, Colorado, the company uses its
proprietary technology to dry, clean, process and store hemp. In addition, Generation Hemp also owns and leases real estate to companies
needing seed storage facilities located within the greater Denver area.
Forward Looking Statements
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “believes”,
“expects”, “anticipates”, “intends”, “plans”, “estimates,” “projects”,
“forecasts”, “proposes”, “should”, “likely” or similar expressions, indicates a forward-looking
statement. These statements and all the projections in this press release are subject to risks and uncertainties and are based on the
beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from
a conclusion, forecast or projection in the forward-looking information. The identification in this press release of factors that may
affect the company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means
exhaustive.
Contact:
Melissa M. Pagen
Generation Hemp, Inc.
Phone: (310) 628-2062
Email: mpagen@genhempinc.com