INDOOR HARVEST CORP. (OTCMKTS:INQD) Files An 8-K Other Events
Item 8.01 Other Events.
An amendment has been made to a Letter of Intent dated January 3,
2017 as well as an amendment made February 15, 2017
(collectively, the Alamo LOI), between Alamo CBD, LLC (Alamo) and
Indoor Harvest Corp (Indoor Harvest), collectively (the Parties).
Both Parties have agreed that all pre-conditions under the Alamo
LOI have been sufficiently met to proceed to a definitive
agreement (the Alamo Definitive Agreement). Both Parties agree to
act in good faith to consummate the Alamo Definitive Agreement
and the combination of the Parties on, or before, March 31, 2017
(the Combination), which date may be extended, as the Parties
Effective March 15, 2017, Indoor Harvest Corp closed its Rule 506
private offering for $1M. Subject to the terms of that Alamo
Definitive Agreement, both Parties have proposed changes to the
original reorganization plans as generally follows:
The Parties will share resources and costs, as may be more
specifically stated in the Alamo Definitive Agreement, to (a)
undertake and file an application to produce Cannabis under
the Texas Compassionate Use Act and (b) share resources
associated with preparing an application to register as a
Cannabis producer with the Drug Enforcement Agency
Indoor Harvest Corp will acquire 50% of the membership
interest of Alamo CBD, LLC, the result of which will be that
Alamo will become a wholly owned subsidiary of Indoor
Harvest. This would be a share to share exchange, under the
original Alamo LOI provisions, in order to qualify as a
tax-free reorganization. It is currently expected that the
total number of shares to be issued to Alamo CBD, LLC will be
25,280,027 shares of common stock and that the total capital
stock of Indoor Harvest Corp after Combination will be
41,953,378 shares of common stock.
A new Company, to be named The Harvest Group, will be formed
by exiting Officers and Directors of Indoor Harvest Corp.
After repayment of Indoor Harvests outstanding debt and the
costs related to the corporate reorganization of Indoor
Harvest and the Combination have been paid, Indoor Harvest
will make an investment in The Harvest Group, in consequence
of which Indoor Harvest will receive a minority interest in
the The Harvest Group. The amount to be invested by Indoor
Harvest in The Harvest Group will be determined after closing
of the Alamo Definitive Agreement. It is currently expected
that the total amount of debt to be repaid totals $522,415 in
promissory notes and $21,506 in credit lines. $132,302 in
funds will be allocated to the operations of Indoor Harvest
Corp and $147,777 in funds will be allocated to Alamo CBD,
LLC during the closing period.
Indoor Harvest will execute a license agreement with The
Harvest Group (the THG License Agreement) to permit the
exclusivity to the High Pressure Aeroponics technology
portfolio created by Indoor Harvest for use in the Cannabis
or its derivatives industry. The Harvest Group will maintain
use of the technology and intellectual property of Indoor
Harvest for industries not involving the Cannabis plant,
which use shall be exclusive to Alamo CBD and Indoor Harvest.
The THG License Agreement will include mutual exit options
which will permit termination of the THG License Agreement.
The THG License Agreement will provide to The Harvest Group
the global exclusive right for the use of the “Indoor
Harvest” trademark without encumbrance.
Indoor Harvest Corp will undertake a name change to be
determined by Alamo.
|The Harvest Group will do business as Indoor Harvest.|
Indoor Harvest Corp will keep all filed intellectual
property, as well as all other assets, of Indoor Harvest
Corp, including the Houston, Texas warehouse lease (the
The Houston Facility will serve as a staging/warehousing and
assembly area for equipment and construction of the planned
indoor Cannabis production facility to be constructed in
Wilson County, Texas (the Wilson County Cannabis Facility).
In consideration of Indoor Harvests assumption of the
overhead related to the Houston Facility, The Harvest Group
will provide construction services to Alamo CBD and/or Indoor
Harvest Corp at a discounted rate (to be determined in good
faith by the parties) for the construction of the Wilson
County Cannabis Facility. After construction of the Wilson
County Cannabis Facility is completed and the facility fully
commissioned and turned over, Indoor Harvest Corp will have
the option to sub-lease Houston facility to The Harvest
Group, or terminate the lease.
The Indoor Harvest Corp currently intends to hold a minority
interest in The Harvest Group for a minimum period of one
year and, subsequently, to distribute its shares of the The
Harvest Group to shareholders of Indoor Harvest Corp, as a
dividend in a manner consistent with relevant SEC rules.
The Harvest Group will operate independently of the Indoor
Harvest Corp and Alamo CBD who will have no obligation for
future funding beyond the amount of the initial investment,
the amount of which is subject to agreement of the parties.
Item 3.02 Unregistered Sales of Equity
From February 22, 2017 through March 15, 2017, the Company sold,
in reliance upon Regulation D Rule 506, a total of 2,060,000
shares of Common Stock to 17 U.S. accredited investors at $0.40
per share for cash totaling $824,000.
|99.1||Alamo Letter of Intent Amendment #2|
About INDOOR HARVEST CORP. (OTCMKTS:INQD)
Indoor Harvest Corp. is a design-build contractor for the vertical farming and indoor farming industry. The Company’s principal lines of business are engineering, procurement and construction services, as well as manufactures a range of indoor farming fixtures and equipment. It provides production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (CEA) and Building Integrated Agriculture (BIA). Its technologies include greenhouse production, hydroponics, aquaculture, aquaponics and aeroponics. It offers a vertical farm racking system with integrated light emitting diode (LED) lighting. Its vertical farm racking system is used for both aeroponic and hydroponic layered crop production within a CEA or BIA operation. It offers services under the Indoor Harvest brand. Its products include Indoor Harvest Modular HP-Aeroponics Platform, Indoor Harvest Shallow Raft VFRack Platform and Indoor Harvest Low Tide VFRack Platform. INDOOR HARVEST CORP. (OTCMKTS:INQD) Recent Trading Information
INDOOR HARVEST CORP. (OTCMKTS:INQD) closed its last trading session up +0.005 at 0.440 with shares trading hands.