Current Report Pursuant to Regulation a (1-u)
09 Giugno 2020 - 7:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-U
Current
Report Pursuant to Regulation
A
Date of Report: As of May 29, 2020
(Date
of earliest event reported)
HIGHTIMES
HOLDING CORP.
(Exact
name of issuer as specified in its charter)
Delaware
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81-4706993
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2110
Narcissus Ct.
Venice,
California 90291
(Full
mailing address of principal executive offices)
(844)
933-3287
(Issuer’s
telephone number, including area code)
Title
of each class of securities issued pursuant to Regulation A: Class A voting Common Stock, par value $0.0001 per share
This
Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities,
nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item 9. Other Events.
On
May 29, 2020, Hightimes Holding Corp., a Delaware corporation (“Hightimes”) entered into two separate agreements to
acquire J@G Enterprises, Inc. and 530 Collective, two California corporations that own and operate separate cannabis dispensaries,
one located in Redding, California and the other in Shasta Lake, California. The agreements are each structured as Type A reorganizations
and, following the closing of the transactions, J@G Enterprises and 530 Collective would each become wholly-owned subsidiaries
of Hightimes. The consideration payable for the Redding dispensary is $350,000 in cash and 10,150,000 shares of Hightimes common
stock (“Hightimes Common Stock”), and the consideration payable for the Shasta Lake dispensary is $150,000 in cash
and 4,350,000 shares of Hightimes Common Stock.
The
combined revenues of the two corporations for the year ended December 31, 2019 was approximately $10,000,000.
At
each closing, the owners of J@G Enterprises and 530 Collective will enter into a lock-up agreement pursuant to which, the owners
will agree not to effect any sale, assignment, pledge or transfer of the Hightimes Common Stock for a period of six (6) months
following the date our Hightimes Common Stock commences trading, and thereafter may effect public sales into the market of such
Hightimes Common Stock at the rate of 20% of such shares every six (6) months thereafter.
The
closings of the transactions are subject to obtaining approvals from Hightimes’ senior secured lender and approvals to the
change of ownership from the California Department of Consumer Affairs, Bureau of Cannabis Control, and local regulatory authority
approvals where the dispensaries are located. There can be no assurance that such approvals will be obtained.
The
foregoing summaries of the terms of the respective agreements are qualified in their entity by the definitive agreements annexed
to this Form 1-U as Exhibit 6.1 and Exhibit 6.2 which are incorporated by this reference herein.
A
copy of the press release announcing the transactions is attached as Exhibit 15.1 hereto.
The
information contained herein, including Exhibit 15.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information
be deemed incorporated by reference into any of our Securities and Exchange Commission filings, except as shall be expressly set
forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 1-U and Exhibit
15.1 constitutes material investor information that is not otherwise publicly available.
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Hightimes
Holding Corp.
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a
Delaware corporation
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by:
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/s/
Adam E. Levin
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Name:
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Adam
E. Levin
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Its:
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Executive
Chairman of the
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Board
Date: June 9, 2020
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Exhibits
to Form 1-U
Index
to Exhibits
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