ITEM 2.01 Completion of Acquisition or Disposition of Assets.
On
? approximately 29% of the outstanding shares ofGrowCo, Inc. , and ? membership interests inGrowCo Partners 1, LLC.
The warrants are exercisable at any time on or before
On
?GrowCo Partners 1, LLC, the only asset of which is approximately 39 acres of land ? approximately 78 acres of land fromGrowCo Partners 2, LLC, and ? approximately 39 acres of land fromGrowCo, Inc.
The 165 acres of land are located in southeastern
The Company will pay 95,000,000 shares of its common stock and
The Company has a direct or indirect interest in the three entities listed above.
ITEM 3.02 Unregistered Sale of
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described above. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing the securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.
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