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 5, 2017
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INDOOR HARVEST CORP. |
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(Exact name of registrant as specified in its charter) |
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Texas |
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333-194326 |
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45-5577364 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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5300 East Freeway Suite A Houston, Texas |
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77020 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
713-410-7903
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 8.01. Other Events.
On June 5, 2017, the Company issued a press release entitled “Indoor Harvest Corp and Alamo CBD Provide Updated Guidance” which is filed as exhibit 99.1 to this Form 8-K.
On June 7, 2017, the Company issued a press release entitled “Indoor Harvest Engages Hayden IR to Lead New Strategic Investor Relations Program”, which is filed as exhibit 99.2 to this form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibits
| 99.1 | Press release dated June 5, 2017 |
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| 99.2 | Press release dated June 7, 2017 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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INDOOR HARVEST CORP. |
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Date: June 9, 2017 |
By: |
/s/ John Choo |
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John Choo |
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Chief Executive Officer and Director |
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EXHIBIT 99.1
Indoor Harvest Corp and Alamo CBD Provide Updated Guidance
Houston, Texas, June 5, 2017 — Indoor Harvest Corp (OTCQB:INQD) is pleased to announced that the Company and Alamo CBD, LLC, have agreed in principal to amend and replace the previous definitive Share Exchange Agreement signed on April 20, 2017 and are providing shareholders updated guidance related to current efforts both in Texas and Colorado.
“The situation has been very fluid since we first proposed earlier this year to acquire Alamo CBD and undertake a change in business. As such, both parties have agreed to some key changes to the original agreement to put the Company in a better position to execute its current plans. The core focus of the group moving forward is to establish revenue generating infrastructure in the cannabis industry, leveraging our innovative technology and joint venture, either in Texas or Colorado, so that we can disrupt the industry by showing what scale, automation and technology can do for cannabis production,” stated Chad Sykes, Founder and Chief Innovation Officer of Indoor Harvest Corp.
Alamo CBD and Indoor Harvest have agreed to reduce by 70% the number of shares to be initially issued in the acquisition of Alamo CBD to 7,584,008 shares of common stock. Both parties will continue to pursue efforts to obtain a license in Texas under the Compassionate Use Program. To date, the Department of Public Safety (DPS) has yet to issue an official denial to Alamo CBD, which scored in the top 20 of applicants. Alamo CBD and Indoor Harvest have joined the Medical Cannabis Association of Texas and are currently undertaking collaborative efforts to seek a hearing with the DPS regarding the application process.
“The decision to issue conditional licenses to only three companies conflicts with the plain language and intent of SB 339 passed by the Texas legislature. Not only do we believe that the DPS did not follow the legislative mandates of SB 339, we also believe that it appears that the DPS failed to comply with several provisions of the Texas Administrative Procedures Act. We have requested a hearing with the DPS on behalf of our clients and are prepared to litigate the matter in court if necessary,” stated Keith Oakley, Founder and Chief Executive Officer of the Medical Cannabis Association of Texas.
Indoor Harvest has developed next generation, patent pending, cultivation methods and processes that allow for consistent and precise chemical expression of the cannabis plant. We believe that, when combined with the patented technologies of our joint venture partner, Vyripharm Biopharmaceuticals, we are able to deliver personalized cannabis medicines to patients suffering from a range of debilitating health conditions. This unique ability sets the group apart from the rest of the industry and efforts to build this infrastructure will be the core focus of the Company moving forward.
Alamo CBD and Indoor Harvest have retained Feldmann Nagel, LLC as legal counsel and engaged the services of John Seckman and Associates, LLC, to develop the parties Joint Venture plan in Colorado. The group has identified a 59,000 sq. ft. facility in Denver, Colorado and is in discussions with multiple license holders to secure and package a facilities and licensing agreement. If successful, it is intended that Indoor Harvest would be responsible for engineering and construction of the facility using its HPA technology. Further, the infrastructure would be owned by Indoor Harvest with a value added lease and licensing agreement to be executed with an existing Colorado license holder. It is also intended that the agreements would provide for Indoor Harvest to have the option to acquire the license holder subject to compliance with applicable in Colorado law.
Lastly, both parties agreed to no longer pursue the spin-off of Indoor Harvest’s vertical farming assets. All existing intellectual property will remain with Indoor Harvest. The Company will setup an equipment division that will manage the manufacturing of the Company’s portfolio of designs and will utilize third party seller representatives for commercial and retail sales. This effort will maintain ownership over the designs developed by the Company, while reducing operating costs by shifting the burden of sales and marketing to designated seller representatives.
In connection with the proposed acquisition of Alamo CBD and subsequent change in business, the Company will file with the Securities and Exchange Commission (the “SEC”) and furnish to the Company’s stockholders a proxy statement and a shareholder vote will be required to close the acquisition of Alamo CBD and undertake the Company’s new business efforts. Before making any voting decision, the Company’s stockholders will be urged to read the proxy statement in its entirety when it becomes available and any other documents to be filed with the SEC in connection with the proposed acquisition or to be incorporated by reference in the proxy statement because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and shareholders may obtain a free copy of documents filed by Indoor Harvest Corp with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and shareholders may obtain a free copy of Indoor Harvest Corp’s filings with the SEC from Indoor Harvest Corp’s website at http://investors.indoorharvest.com/SEC-filings.
Consistent with the SEC’s April 2013 guidance on using social media outlets like Facebook and Twitter to make corporate disclosures and announce key information in compliance with Regulation FD, Indoor Harvest is alerting investors and other members of the general public that Indoor Harvest will provide weekly updates on operations and progress through its social media on Facebook and Twitter. Investors, potential investors and individuals interested in our company are encouraged to keep informed by following us on Twitter or Facebook.
Facebook: http://www.facebook.com/indoorharvest
Twitter: http://www.twitter.com/indoorharvest
ABOUT INDOOR HARVEST CORP
Indoor Harvest Corp, through its brand name Indoor Harvest®, is a full service, state of the art design-build engineering firm for the indoor farming industry. Providing production platforms and complete custom designed build outs for both greenhouse and building integrated agriculture (BIA) grows, tailored to the specific needs of virtually any cultivar. Our patent pending aeroponic fixtures are based upon a modular concept in which primary components are interchangeable. Visit our website at http://www.indoorharvest.com for more information about our Company.
FORWARD LOOKING STATEMENTS
This release contains certain “forward-looking statements” relating to the business of Indoor Harvest and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “estimates,” “believes,” “anticipates,” “intends,” expects” and similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Indoor Harvest’s current expectations and beliefs concerning future developments and their potential effects on Indoor Harvest. There can be no assurance that future developments affecting Indoor Harvest will be those anticipated by Indoor Harvest. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Indoor Harvest undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contacts:
Indoor Harvest Corp
CINO, Mr. Chad Sykes
713-410-7903
ccsykes@indoorharvest.com
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EXHIBIT 99.2
Indoor Harvest Engages Hayden IR to Lead New Strategic Investor Relations Program
Proactive Effort to Focus on Increasing Awareness and Enhancing Shareholder Value
HOUSTON, TX – (Globe Newswire) – June 7, 2017 – Indoor Harvest Corp. (OTCQB: INQD), a developer of personalized cannabis medicines and a provider of advanced cultivation methods and processes, announced today that it has retained Hayden IR, a national investor relations consulting firm, to implement a strategic investor relations program grounded in best practices. Hayden IR will work to raise Indoor Harvest’s visibility within the investment community by strengthening its relationships and increasing awareness with the goal of ultimately enhancing shareholder value.
“Now that we have agreed in principal to amend and move forward with our strategy of acquiring Alamo CBD and retain our vertical farming assets in our soon-to-be-formed equipment division, we believe we are well positioned to take advantage of opportunities in the emerging cannabis industry,” said Chad Sykes, Indoor Harvest’s Founder and Chief Innovation Officer. “As we ramp our efforts in Texas and Colorado and with our joint venture partner, Vyripharm Biopharmaceuticals, the board and management believed it was an appropriate time to retain a more proactive strategic investor relations firm to help us reach new potential investors and effectively communicate our investment thesis. We are confident that throughout their national footprint, Hayden IR will help us more effectively communicate our accelerated growth strategy, business objectives and corporate milestones to a wider audience of sophisticated investors."
Hayden IR is a highly regarded investor relations consulting firm known for its ability to connect underfollowed and undervalued emerging growth companies with sophisticated institutional investors, buy-side and sell-side analysts, retail brokerage firms and accredited individual investors. Leveraging decades of cumulative experience, Hayden IR develops strategies to help clients effectively communicate with the investment community and works to increase their exposure through targeted outreach and transparent positioning. Hayden IR helps public companies deliver the right message to the right audience. Over time, Hayden IR helps its clients navigate up the Wall Street value chain and to help them secure a reasonable valuation by broadening their audience, expanding institutional ownership and ensuring clear, consistent communication with the public.
About Indoor Harvest, Corp.
Indoor Harvest, Corp. (OTCQB: INQD) is a developer of personalized cannabis medicines and a provider of advanced cultivation methods and processes. Its brand name Indoor Harvest®, is a full service, state of the art design-build engineering firm for the indoor farming industry. Providing production platforms and complete custom designed build outs for both greenhouse and building integrated agriculture (BIA) grows, tailored to the specific needs of virtually any cultivar. Our patent pending aeroponic fixtures are based upon a modular concept in which primary components are interchangeable. Visit our website at http://www.indoorharvest.com for more information about our Company.
Forward-Looking Statements
This release contains certain “forward-looking statements” relating to the business of Indoor Harvest and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “estimates,” “believes,” “anticipates,” “intends,” expects” and similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Indoor Harvest’s current expectations and beliefs concerning future developments and their potential effects on Indoor Harvest. There can be no assurance that future developments affecting Indoor Harvest will be those anticipated by Indoor Harvest. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Indoor Harvest undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contact Information
Indoor Harvest, Corp. Chad Sykes
(713) 410-7993
ccsykes@indoorharvest.com
Hayden IR
(917) 658-7878
hart@haydenir.com