Exhibit 3.1
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 4, 2019
| Veritas Farms, Inc. |
| (Exact name of registrant as specified in charter) |
| Nevada | 333-191251 | 99-0375676 | ||
|
(State or other
Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 1512 E. Broward Blvd., Suite 300, Fort Lauderdale, FL | 33301 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 954) 722-1300
| SanSal Wellness Holdings, Inc. |
| (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 Company under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | 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-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “ the Company ,” “ SanSal Wellness ,” “ we ,” “ us ” and “ our ” refer to Veritas Farms, Inc. f/k/a SanSal Wellness Holdings, Inc. and its subsidiary.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years
On January 30, 2019, we filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State changing our name from “SanSal Wellness Holdings, Inc.” to “Veritas Farms, Inc.” A copy of the Certificate of Amendment to Articles of Incorporation is filed as Exhibit 3.1 hereto. The aforementioned change of name and a related change in the Company’s OTC markets trading symbol from SSWH to VFRM received authorization from FINRA effective February 5, 2019.
A copy of the Company’s press release dated February 4, 2019 announcing effectiveness of the change of name and trading symbol is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
| Dated: February 5, 2019 | VERITAS FARMS, INC. | |
| By: | /s/ Alexander M. Salgado | |
| Alexander M. Salgado, Chief Executive Officer | ||
Exhibit 3.1
Exhibit 99.1
SANSAL WELLNESS HOLDINGS, INC. ANNOUNCES NAME CHANGE TO VERITAS FARMS, INC.
AND TRADING SYMBOL CHANGE TO VFRM
Fort Lauderdale, Florida – February 4, 2019 - SanSal Wellness Holdings, Inc. the “ Company ”) (OTCQB: SSWH), a vertically-integrated agribusiness focused on producing full spectrum natural phytocannabinoid-rich industrial hemp extracts, is pleased to announce that the Company has changed its name to “ Veritas Farms, Inc. ”
In connection with the name change, effective with the market open on Tuesday, February 5, 2019, the Company’s common stock will commence trading on the OTCQB under the new stock ticker symbol “VFRM”. The new CUSIP number for the Company’s common stock is 92347N108 .
Derek Thomas, Vice President of Business Development of Veritas Farms, Inc., commented, “This corporate name change is an important step forward to expand and leverage our established Veritas Farms™ hemp extract products brand with consumers, distributors, partners, investors, and the media. We anticipate this will enable the Company to build a readily identifiable and memorable high-quality brand in the rapidly growing and quickly evolving industrial hemp extract sector.”
Veritas Farms™ full spectrum hemp extract products include vegan capsules, tinctures, formulations for sublingual applications and infused edibles, lotions, salves, vape oils and pre-filled vape cartridges, and oral syringes in a variety of size formats and flavors. All Veritas Farms™ brand products are third-party laboratory tested for strength and purity.
For additional information and product purchase, visit www.sansalwellness.com and www.theveritasfarms.com .
About the Company
Veritas Farms, Inc. f/k/a SanSal Wellness Holdings, Inc. (OTCQB: SSWH) is a vertically integrated agribusiness focused on producing superior quality, whole-plant, broad spectrum phytocannabinoid-rich hemp oils and extracts. The Company currently operates a 140-acre farm and production facilities in Pueblo, Colorado, and is registered with the Colorado Department of Agriculture to grow industrial hemp. The Company markets and sells products under its Veritas Farms™ brand and also manufactures private label products for a number of leading distributors and retailers. The Company files periodic reports with the Securities and Exchange Commission, which can be viewed at www.sec.gov.
IR/Media Contact
Toll-Free: (888) 549-7888
E-mail: investors@sansalwellness.com
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including those with respect to the Company’s mission statement and growth strategy, are “forward-looking statements.” Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve many risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update any of the information contained or referenced in this press release.