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

 

Date of Report (Date of earliest event reported): February 10, 2021

 

GOOD HEMP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation) 

 

000-54509

 

45-2578051

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

20311 Chartwell Ctr. Dr., Ste. 1469, Cornelius, NC

 

28031

(Address of Principal Executive Offices)

 

(Zip Code)

 

1-800-947-9197

(Registrant’s telephone number, including area code)

 

N/A

(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 obligations of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

None

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

 

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. ☐

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement. 

 

As described in the Current Report on Form 8-K filed on March 2, 2020, by Good Hemp, Inc. (the “Company”), effective February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire”), pursuant to which Spire would provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. On February 10, 2021, the Company and Spire entered into an Amendment to Branding Agreement (the “Branding Agreement Amendment”) amending the sponsorship dates to be during the 2021-2022 NASCAR Cup Series racing seasons instead of the 2020-2021 racing season. 

 

The foregoing description of the Branding Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Branding Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Amendment to Branding Agreement, entered into by and between Good Hemp, Inc. and Spire Holdings, LLC, on February 10, 2021 *

______________ 

*Filed herewith.

 

 

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SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GOOD HEMP, INC.
       
Dated: February 16, 2021   By: /s/ William Alessi

 

 

William Alessi  
    Chief Executive Officer  
       

 

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EXHIBIT 10.1

 

AMENDMENT TO BRANDING AGREEMENT 

 

This amendment to branding agreement is dated December 16, 2020 between GOOD HEMP, INC., a Nevada corporation (“Company”), and SPIRE HOLDINGS, LLC, a North Carolina limited liability company (“Spire”).

 

Company and Spire are parties to a “Branding Agreement” dated February 28, 2020 (the “Agreement”), pursuant to which Spire agreed to promote Company’s Good Hemp brand of beverages via certain sponsorship, marketing, and advertising services rights related to NASCAR Cup Series race cars, an ECHL hockey team, and motorsports racing events owned and operated by Spire and its subsidiaries (the “Marketing Deliverables”) in consideration of shares of Company’s common stock.

 

As a result of the worldwide COVID-19 health crisis and circumstances beyond the reasonable control of the parties, including necessary action taken by the federal, state, and local governments, and by NASCAR, the ECHL, and race track facilities and promoters, Company was, during 2020, unable to fully execute on the Marketing Deliverables as originally contemplated.

 

Therefore, the parties desire to enter into this amendment to update and extend the terms of the Marketing Deliverables.

 

Therefore, the parties now agree:

 

1. Modified Scheduling of Marketing Deliverables. Notwithstanding, and in addition to the rights, assets, and deliverables, that were provided to Company by Spire in 2020 despite the COVID- 19 health crisis:

 

 

a.

The Primary Sponsorship Assets described in Exhibit A to the Agreement, as originally planned in connection with the Sponsorship Races and Dates detailed in Exhibit B to the Agreement, shall be provided to Company by Spire on a modified and updated schedule mutually agreed upon by the parties during the 2021 through 2022 NASCAR Cup Series racing seasons.

 

 

 

 

b.

The Track Enterprise Assets described in Exhibit D to the Agreement, as originally planned in connection with the Track Enterprises Events detailed in Exhibit C of the Agreement, shall be provided to Company by Spire on a modified and updated schedule mutually agreed upon by the parties during the 2021 through 2022 calendar years.

 

 

 

 

c.

The Rapid City Rush Assets described in Exhibit E of the Agreement, originally scheduled for the 12 months following the execution of the Agreement, shall be provided to Company by Spire on a modified and updated schedule during the 2021 calendar year.

  

2. Force Majeure. If Spire is substantially impaired or prevented from performing one or more of its obligations under this agreement (other than an obligation to pay money) by reason of any law, government order, widespread disease, pandemic or epidemic, natural disaster, act of God, labor controversy, war, or any event that was not caused by such party and is beyond such party’s reasonable control (an “Force Majeure Event”), then that party’s performance of the applicable obligations (but only the extent actually affected) will be excused/suspended on the condition that:

 

 

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(a) Spire used reasonable efforts to perform those obligations; (b) Spire’s inability to perform those obligations is not due to its failure to take reasonable measures to protect itself against the event or circumstance giving rise to the Force Majeure Event; (c) Spire reasonably notifies Company of the occurrence of the Force Majeure Event, its effect on performance, and how long Spire expects the Force Majeure Event to last; (d) Spire thereafter reasonably updates Company as necessary to keep the other party reasonably informed; and (e) Spire uses reasonable efforts to limit the damage or harm to the other party as a result of the Force Majeure Event and resume its performance when feasible. To the extent that any particular right, benefit, or deliverable, or an aspect thereof, has not been executed and provided by Spire in a manner as specifically contemplated by this agreement, the parties agree to cooperate and coordinate to meet and confer in good faith to resolve and correct the situation, and Spire shall, when and if reasonably necessary, make comparable substitute rights, benefits, or deliverables available to Sponsor on mutually agreeable terms.

 

3. The remainder of the Agreement, including each of the party’s respective rights and obligations, shall remain unchanged.

 

The parties are signing this amendment on the date stated in the introductory clause.

 

“Company”

 

GOOD HEMP, INC. 

 

“Spire”

 

SPIRE HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ William Alessi

 

By:

/s/ Thaddeus J. Puchyr

 

Name:

William Alessi

 

Name:

Thaddeus J. Puchyr

 

Title:

CEO

 

Title:

Managing Member

 

Dated:

2-10-2021

 

Dated:

2/10/2021

 

 

 

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