Two Rivers Water & Farming Company (OTCMKTS:TURV) Files An 8-K Entry into a Material Definitive Agreement

Two Rivers Water & Farming Company (OTCMKTS:TURV) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01. Entry into Material Definitive Agreements

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Equity Purchase Agreement

On September 14, 2017, we entered into an equity purchase agreement, or the EPA, with Spotfin Funding LLC, or Spotfin. Under the EPA we may, for a three-year period, sell shares of common stock to Spotfin from time to time in installments of up to $250,000, for a total purchase price of up to $5,000,000. In order to sell shares under the EPA, we deliver a “put” notice to Spotfin and then arrange for the shares to be delivered to Spotfin. The purchase price for each sale of shares will, subject to exceptions set forth in the EPA, equal 85% of the lowest daily volume weighted average price of the common stock during a five trading-day valuation period that commences on the first trading day on which the shares being sold are received by Spotfin. Spotfin may elect to sell some or all of those shares during such five trading-day period. We receive the proceeds of our sale of shares to Spotfin at a closing held within two trading days after the end of the five trading-day valuation period. During the term of the EPA, Spotfin may not engage in “short selling” of the common stock.

We owe a commitment fee of $150,000 to Spotfin under the EPA. We will pay that fee by issuing shares of common stock to Spotfin from time to time upon Spotfin’s request. Each such request must specify the dollar amount of the then-unpaid commitment fee that Spotfin desires to receive at the time, and we then must issue to Spotfin a number of shares of common stock equal to the specified dollar amount divided by a recent closing price of the common stock (as determined under the EPA).

We may not begin to sell shares of common stock to Spotfin under the EPA until such time as we have filed, and the Securities and Exchange Commission, or SEC, has declared effective, a registration statement covering resales by Spotfin of shares of common stock issued under the EPA. See “Registration Rights Agreement” below.

The foregoing summary description of the EPA does not purport to be complete and is qualified in its entirety by reference to the full text of the EPA, which is filed as an exhibit to this Form 8-K.

Registration Rights Agreement

On September 14, 2017, in connection with the EPA, we entered into a registration rights agreement with Spotfin in which we agreed, among other things, to (a) file with the SEC, by no later September 29, 2017, a registration statement covering the maximum number of shares of common stock issuable under the EPA (as calculated under the EPA) and (b) use our reasonable best efforts to have the registration statement declared effective by the SEC by no later than December 13, 2017.

The foregoing summary description of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this Form 8-K.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No. Description
10.1 Equity Purchase Agreement dated as of September 14, 2017, by and between Two Rivers Water & Farming Company and Spotfin Funding LLC
10.2 Registration Rights Agreement dated as of September 14, 2017, by and between Two Rivers Water & Farming Company and Spotfin Funding LLC


TWO RIVERS WATER & FARMING Co Exhibit
EX-10.1 2 ex10-1.htm EQUITY PURCHASE AGREEMENT   Two Rivers Water & Farming Company 8-K   Exhibit 10.1   EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of September 14,…
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About Two Rivers Water & Farming Company (OTCMKTS:TURV)

Two Rivers Water & Farming Company acquires and develops irrigated farmland and associated water rights and infrastructure. The Company converts irrigated farmland from traditional use to grow marginally profitable feed crops to use for growing fruit and vegetable crops. The Company’s segments include Farms and Water. The Company’s crop production consisted of cabbage, pumpkins and squash grown for human consumption, as well as feed crops, such as alfalfa, corn, oats and sorghum, planted as part of its crop rotation practice. The Company’s business model integrates irrigated farming and water distribution in a manner developed for semi-arid regions in the southwestern United States. The Company’s area of focus is the Arkansas River Basin, on the southern Front Range in Colorado.

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