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): June 13, 2018
INDOOR HARVEST CORP
(Exact name of registrant as specified in its charter)
| Texas | 000-55594 | 45-5577364 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5300 East Freeway Suite A Houston, Texas |
77020 | |
| (Address of Principal Executive Offices) | (Zip Code) |
832-649-3998
(Registrant’s telephone number, including area code)
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):
| [ ] | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
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 previously disclosed, on January 16, 2018, Indoor Harvest Corp. (the “Company”) entered into an 8% Fixed Convertible Promissory Note (the “Note”) with Tangiers Global, LLC (the “Lender”), in the aggregate principal amount of up to $550,000, with an initial principal amount of $82,500, which includes a $75,000 payment of the purchase price to the Company and a 10% original issue discount (“OID”) in the amount of $7,500.
On February 13, 2018, the Company and the Lender entered into Amendment #1 to the Note (“Amendment #1”), pursuant to which the Lender agreed to make a payment to the Company in the amount of $132,000 ($120,000 in cash and $12,000 in OID) under the Note. The Company agreed that within two months of the payment it would use the proceeds as follows: $22,000 for renewal of annual contracts for OTC Markets and press releases, $5,000 for a visit to Arizona for a director and officer conference, $7,000 for a new marketing department, $68,000 for two months of general and administrative expenses, and $10,000 for miscellaneous expenses.
On April 17, 2018, the Company and the Lender entered into Amendment #2 to the Note (“Amendment #2”), pursuant to which the Lender agreed to make a payment to the Company in the amount of $132,000 ($120,000 in cash and $12,000 in OID) under the Note. The Company agreed that within two months of the payment it would use the proceeds as follows: $27,000 for estimated audit fees and $24,000 for estimated attorney fees related to the Company’s Form 10-K and Form S-1/A, and $68,000 for two months of general and administrative expenses.
On June 13, 2018, the Company and the Lender entered into Amendment #3 to the Note (“Amendment #3”), pursuant to which the Lender agreed to make a payment to the Company in the amount of $101,750 ($92,500 in cash and $9,250 in OID) under the Note. The Company agreed that within one and a half months of the payment it will use the proceeds as follows: $54,000 for general and administrative expenses, $20,000 for accounting and legal, $7,000 for the annual shareholder meeting and $10,000 for miscellaneous expenses.
The foregoing description of Amendment #3 is only a summary of the material terms of Amendment #3, does not purport to be complete, and is qualified in its entirety by reference to Amendment #3, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment #3 to January 16, 2018 $550,000 Promissory Note dated June 13, 2018. |
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.
| INDOOR HARVEST CORP. | ||
| Date: June 15, 2018 | By: | /s/ Daniel Weadock |
| Daniel Weadock, | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT #3
TO THE $550,000 PROMISSORY NOTE DATED JANUARY 16, 2018
The parties agree that the $550,000 Fixed Convertible Promissory Note (the “Note”) by and between Indoor Harvest Corp. (the “Borrower”) and Tangiers Global, LLC (the “Lender”) is hereby amended as follows:
| 1. | Payment. The Lender shall make a payment to the Borrower of $101,750 of Consideration ($92,500 in cash and $9,250 in an OID) under the Note on or before June 13, 2018. |
| 2. | Use of Proceeds. The Company covenants that it will within, 1.5 month(s) of the Effective Date of this Consideration, it shall use approximately $92,500 of the proceeds in the manner set forth below (the “Use of Proceeds”): |
| $54,000 G&A, $20,000 accounting and legal, $7,000 annual shareholder meeting and $10,000 misc. | |
| 3. | Independent Transactions. The Borrower understands and agrees that the Note sets forth the terms for a series of independent transactions in which the Lender may elect to make a payment of Consideration to the Borrower with each payment of Consideration creating a separate obligation of the Borrower to the Lender with the terms set forth in the Note. Accordingly, the Maturity Date of each payment of Consideration, and the repayment terms for each payment of Consideration, are as set forth in the Note. |
| 4. | The Borrower confirms that it has not undertaken any capital raise, whether through debt or equity, with any other party since the Effective Date of the Note. |
ALL OTHER TERMS AND CONDITIONS OF THE NOTE REMAIN IN FULL FORCE AND EFFECT.
Please indicate acceptance and approval of this amendment dated June 13, 2018 by signing below:
| /s/ Annette Knebel | /s/ Justin Ederle | |||
| Indoor Harvest Corp. | Tangiers Global, LLC | |||
| By: | Annette Knebel | By: | Justin Ederle | |
| Its: | Chief Financial Officer | Its: | Managing Member | |