GROW SOLUTIONS HOLDINGS, INC. (OTCMKTS:GRSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2017 (the (Issuance Date), Grow Solutions Holdings,
Inc., a Nevada corporation (the Company), issued a Promissory
Note to an investor (the Lender) in the principal amount of
$100,000 (the Note). The Company received $100,000 in net
proceeds from the sale of the Note.
The Note is due on demand 180 days from the Issuance Date (the
Maturity Date). Payment by the Company to Lender under the terms
of the Note may be made in either cash or common stock of the
Company, at the option of the Lender. In the event the Company
repays the Note in common stock, such common stock will be issued
at a price equal to the closing price of the Companys common
stock on the Maturity Date (the Conversion Price). The Note bears
interest at a rate of fifteen percent (15%) per annum, to be
accrued through the Maturity Date. Interest may be paid in cash
or common stock of the Company at the option of the Lender on the
Maturity Date at the Conversion Price.
Additionally, the Company will issue the Lender shares of common
stock in an amount equal to thirty three percent (33%) of the
outstanding balance of principal and interest under the Note on
the Maturity Date (the Issuance). The Issuance of the Companys
common stock to the Lender shall be at the Conversion Price on
the Maturity Date. The Company shall deliver the shares of common
stock to the Lender within ten days after the Maturity Date.
Upon the occurrence of an Event of Default (as defined in the
Note), the Lender shall provide the Company notice of such
occurrence, at which time the Company will have five (5) business
days from receipt of such notice to pay the outstanding principal
amount of the Note, with any unpaid interest thereof, in full. In
the event full payment is not made upon the expiry of the five
(5) day period, here is a default penalty equal to two percent
(2%) of the principal amount per month during the period of
default (the Default Penalty). Lender may then, at its sole
discretion declare the entire then outstanding principal amount
of this Note together with any unpaid interest and the Default
Penalty immediately due and payable, in which event the Lender
may, at its sole discretion take any action it deems necessary to
recover amounts due under this Note.
The foregoing descriptions of the Note do not purport to be
complete and is subject to, and qualified in its entirety by the
Note, a copy of which is attached hereto as Exhibit 4.1, and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Item 1.01 above is hereby incorporated by reference.
Item 3.02Unregistered Sales of Equity
Securities.
Item 1.01 above is hereby incorporated by reference.
The Note was not registered under the Securities Act of 1933, as
amended (the Securities Act). The Note qualified for exemption
under Section 4(a)(2) of the Securities Act since the issuance of
the Note by us did not involve a public offering. The offering
was not a public offering as defined in Section 4(a)(2) due to
the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of securities
offered. We did not undertake an offering in which we sold a high
number of securities to a high number of investors. In addition,
the holder of the Note had the necessary investment intent as
required by Section 4(a)(2) of the Securities Act as the investor
agreed to and received the Note bearing a legend stating that
such Note is restricted to Rule 144 of the Securities Act. This
restriction ensures that the Note would not be immediately
redistributed into the market and therefore not be part of a
public offering. Based on an analysis of the above factors, we
have met the requirements to qualify for exemption under Section
4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security
Holders.
On June 7, 2017, the Company filed an amendment to its Articles
of Incorporation (the Amendment) with the Secretary of State of
the State of Nevada, which, among other things, established the
designation, powers, rights, privileges, preferences and
restrictions of the Series A Preferred Stock, $0.001 par value
per share (the Series A Preferred Stock).
Among other provisions, each one (1) share of the Series A
Preferred Stock shall have voting rights equal to (x)
0.019607multiplied bythe total issued and outstanding
shares of common stock of the Company eligible to vote at the
time of the respective vote (the Numerator),divided
by(y) 0.49,minus(z) the Numerator. For purposes
of illustration only, if the total issued and outstanding
shares of common stock of the Company eligible to vote at the
time of the respective vote is 5,000,000, the voting rights of
one share of the Series A Preferred Stock shall be equal to
102,036 (0.019607 x 5,000,000) / 0.49) (0.019607 x 5,000,000) =
102,036).
Fifty-one (51) shares of Series A Preferred Stock were
authorized and fifty-one (51) shares of Series A Preferred
Stock were issued to Grow Solutions Holdings, LLC, a Colorado
limited liability company (the LLC) controlled equally by each
member of the Board of Directors of the Company (the Board).
The Series A Preferred Stock has no dividend rights, no
liquidation rights and no redemption rights, and was created
primarily to be able to obtain a quorum and conduct business at
shareholder meetings. All shares of the Series A Preferred
Stock shall rank (i) senior to the Companys common stock and
any other class or series of capital stock of the Company
hereafter created, (ii)pari passuwith any class or
series of capital stock of the Company hereafter created and
specifically ranking, by its terms, on par with the Series A
Preferred Stock and (iii) junior to any class or series of
capital stock of the Company hereafter created specifically
ranking, by its terms, senior to the Series A Preferred Stock,
in each case as to distribution of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary.
Additionally, all of the issued and outstanding shares of
Series A Preferred Stock will be forfeited and canceled by the
LLC upon the earlier of (i) the Company closing a financing
transaction whereby it receives an investment in an amount
equal to at least $3,000,000, or (ii) twenty four (24) months
from the filing date of the Amendment in the State of Nevada
(the Holding Period), unless such Holding Period is extended by
a majority vote of the Board.
The foregoing descriptions of the Amendment and the Series A
Preferred Stock designations do not purport to be complete and
are subject to, and qualified in its entirety by, the
Amendment, a copy of which is attached hereto as Exhibit 3.1,
and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
Item 3.03 is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1* | Amendment to Articles of Incorporation, filed June 7, 2017 | |
| 4.1* | Promissory Note dated May 25, 2017 |
* Filed herewith
About GROW SOLUTIONS HOLDINGS, INC. (OTCMKTS:GRSO)
Grow Solutions Holdings, Inc., formerly LightTouch Vein & Laser, Inc., provides indoor and outdoor gardening supplies to the garden industry. The Company provides products and services to the regulated legal cannabis industry. The Company is focused on providing services within the legal cannabis industry to those growing, processing and dispensing legal cannabis and legal cannabis-related products. The Company also delivers consulting services that include design and construction to approved and licensed legal cannabis operators, as well as assistance with licensure and related applications for potential legal cannabis operators. One Love Garden Supply LLC (OneLove) is a subsidiary of the Company. OneLove provides indoor and outdoor gardening supplies for all gardening needs. OneLove has a selection of plant nutrients in the Boulder, Colorado area. OneLove also carries in store grow room building supplies and indoor gardening equipment. OneLove provides grow room design consultants.
