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): July 31, 2019
TWO RIVERS WATER & FARMING COMPANY
(Exact name of registrant as specified in its charter)
| Colorado | 000-51139 | 13-4228144 | ||
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
| Incorporation or Organization) | File Number) | Identification No.) |
3025 S Parker Rd, Ste 140, Aurora CO 80014
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (303) 222-1000
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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-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 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. [ ]
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 31, 2019, we completed our previously announced acquisition of Vaxa Global, LLC, or Vaxa, from Easby Land & Cattle Company, LLC, or Easby, pursuant to a share exchange agreement dated February 21, 2019, which we refer to as the Purchase Agreement. Under the terms of the Purchase Agreement, we acquired the 100% membership interest in Vaxa in exchange for 30,000,000 shares of our common stock and an earn-out arrangement for up to 20,000,000 additional shares of our common stock.
At the closing on July 31, 2019, we issued to Easby a total of 30,000,000 shares of common stock. In addition, we may be required to issue additional shares of common stock pursuant to an earn-out covenant in the share exchange agreement. The number of earn-out shares will equal the lesser of:
| ● | the quotient of 10 times the consolidated earnings before income taxes, depreciation and amortization, or EBITDA, of Vaxa for the twelve months ending June 30, 2020, divided by $1.00; and | |
| ● | 20,000,000. |
It is expected that the earn-out shares, if any, would be issued by August 2020.
Vaxa owns a 100% membership interest in each of Ekstrak Labs LLC, or Ekstrak, and Gramz Holdings, LLC, or Gramz.
| ● | Vaxa grows hemp plants for cannabidiol, or CBD, extraction. | |
| ● | Ekstrak extracts CBD hemp. | |
| ● | Gramz™ produces and sells CBD extract in the form of both isolate and full-spectrum oil, compounds, such as Gramz Herbal Topical and Gramz Whole Plant Matrix Sublingual Drops, which have been developed to capitalize on the medicinal and therapeutic benefits of hemp. |
We intend to expand Vaxa’s operations to grow hemp on land that we own, using water that we supply. This will, in turn, provide additional hemp products to Ekstrak and Gramz™.
Item 3.02 Unregistered Sales of Equity Securities.
As consideration for its acquisition of the 100% membership interests in Vaxa, we issued 30,000,000 shares of our common stock, or the Shares, to Easby on July 31, 2019. The description of the Vaxa acquisition set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Shares were issued to Easby in reliance upon the private placement exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933. In the Purchase Agreement, Easby represented that:
| ● | the Shares were being acquired for Easby’s own account solely for investment and not with a view to resale or distribution, and an appropriate transfer restrictive legend was placed upon the certificate issued to represent the Shares; | |
| ● | Easby is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks in the Shares, and that it is able to bear the economic and financial risk of an investment in the Shares for an indefinite period of time; and | |
| ● | Easby had adequate access to our personnel, property, premises and records in connection with its independent review and analysis of our business and operations. |
The sale of the Shares was made without any general solicitation or advertising.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item 9.01(a) will be filed by amendment to this report no later than October 10, 2019, which is 71 days following the date this report is required to be filed.
(b) Pro Forma Financial Information.
The financial statements required by this Item 9.01(b) will be filed by amendment to this report no later than October 10, 2019, which is 71 days following the date this report is required to be filed.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 1, 2019 |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
| Two Rivers Water & Farming Company | ||
| Dated: July 31, 2019 | By: | /s/ Wayne Harding |
| Wayne Harding | ||
| Chief Executive Officer | ||
| 3 |
Two Rivers [OTCBB:TURV] CompLetes Purchase of
Three Hemp-focused Companies
Two Rivers to use its Water Assets and Land to
Grow, Cultivate, Process and Sell Hemp-Based Products
DENVER, Colorado – August 1, 2019 – Two Rivers Water & Farming Company (“Two Rivers” OTCQB: TURV) is pleased to announce on July 31, 2019 Two Rivers purchased three hemp-focused businesses. The companies acquired are Vaxa Global, LLC (“Vaxa”); Ekstrak Labs, LLC (“Ekstrak”), and Gramz Holdings, LLC (“Gramz”); together, with Two Rivers, are referred to as “Combined Companies”.
This acquisition enables Two Rivers to use its water assets with associated land to grow, cultivate, process and sell hemp-based products. The Combined Companies are first focused on Two Rivers’ irrigated farmland in Huerfano County, Colorado. There are plans to expand hemp production in 2020 and beyond. The Acquired Companies are expected to provide significant revenue to the combined companies.
“We are thrilled about the potential of our Combined Companies,” commented Wayne Harding the CEO of Two Rivers. “We can now begin to fully utilize our land and water assets combined with the hemp focused vertical companies of Vaxa, Ekstrak and Gramz.”
“We are all so excited to have finalized our agreement today that welcomes a new dawn for the Combined Companies,” stated Greg Harrington the Managing Director of Vaxa Global. “Our vision took a great leap forward with our closing. We can now begin to move a number of our future plans from the drawing board into action.”
About Two Rivers
Two Rivers (www.2riverswater.com) assembles its water assets by acquiring land with senior water rights. Two Rivers focuses on development and redevelopment of infrastructure for water management and delivery. Water is one of the most basic, core assets. Two Rivers’ first area of focus is in the Huerfano-Cucharas river basin in southeastern Colorado. Two Rivers’ long-term strategy focuses on the value of our water assets and how to monetize water for the benefit of its stakeholders, including communities near where its water assets are located. Currently, Two Rivers is focused on expanding their agriculture activity through growing hemp along with development and rehabilitation of its water assets.
About Vaxa Global, LLC
Vaxa Global, LLC (www.vaxaglobal.com) distributes Canadian grown patented-processed hemp for CBD extraction within the United States to states that are approved to extract CBD. Vaxa hemp is 100% organic, non-GMO, solvent free, THC free, 100% food-grade edible, and has the Canadian Department of Agriculture Hemp Seal of Approval. Vaxa plans to expand their agricultural activities to the Western United States. Vaxa Global has transitioned from one of the first industrial hemp distributors/farmers/manufactures from Canada into the US. Through its wholly owned subsidiary, GRAMZ, is known for high quality hemp and CBD products.
About Ekstrak Labs, LLC
Ekstrak Labs, LLC. (www.ekstraklabs.com) is an emerging company in the extraction industry, dedicated to creating high quality extraction labs around the United States. Eskstrak builds state-of-the-art facilities with machinery that is proven to deliver optimal extraction results. Eskstrak offers joint venture partnerships for brand diversification into various products that are top performers in the marketplace. Ekstrak’s R&D division creates innovative product lines for our affiliated brands as well as white label wholesale products.
About Gramz Holdings, LLC
Gramz Holdings, LLC (www.getgramz.com) is a leading supplier, and first-to-market Nature’s Whole Spectrum™, natural whole plant compounds in delivery systems committed to maintaining the composition of the plant’s natural source and state. Gramz™ was founded to honor and respect the true medicinal and therapeutic value of hemp’s whole plant composition. Through their commitment to providing research-based products that maintain the integrity of their natural source, Gramz™ continuously evolves as technology presents itself, and educates people on the fundamental benefits of whole plant compounds. Gramzs™ products include Gramz Whole Plant Matrix™ Sublingual Drops and Gramz Herbal Topical, with R&D in progress for pain relief, sleep and anxiety products as well as pet-health-based products.
Forward-Looking Statements
The second, third and fourth paragraph of this news release contains “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statement due to numerous factors, including Two Rivers’ potential inability to complete the proposed acquisition and the inherent uncertainties associated with developing and acquiring land and water resources. There can be no assurance that Two Rivers will be able to operate in accordance with its business plans. The forward-looking statements are made as of the date of this news release, and Two Rivers and Combined Companies assumes any obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
Contact:
Investor Relations
Two Rivers Water & Farming Company
Mail to: info@2riverswater.com