Current Report Filing (8-k)
January 13 2020 - 4:25PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Act of 1934
Date
of Report (Date of earliest event reported): January 13, 2020
GENERATION
HEMP, INC.
(Exact
name of Registrant as specified in its charter)
COLORADO
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000-176154
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26-3119496
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
4316
Tennyson Street
Denver,
Colorado 80212
(Address of principal executive offices and Zip Code)
(720)
273-2398
(Registrant's
telephone number including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
JUMPSTART OUR BUSINESS STARTUPS ACT
The Company qualifies as an “emerging
growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (the “JOBS Act”) as we do
not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of December 31, 2019 our last fiscal
year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1) of the JOBS Act.
We may lose our status as an emerging growth
company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $2,000,000,000 or (ii) we issue more
than $2,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at
any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of
our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective
registration statement.
As an emerging growth company, we are exempt
from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and Section 14A(a) and
(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such sections are provided below:
Section 404(b) of the Sarbanes-Oxley Act requires
a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.
Sections 14A(a) and (b) of the Exchange Act,
implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation
and golden parachute compensation.
As long as we qualify as an emerging growth
company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act and Section 14A(a)
and (b) of the Exchange Act.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Current Report on Form 8-K and
other reports filed by us from time to time with the Securities and Exchange Commission (collectively the
“Filings”) contain or may contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, our management as well as estimates and assumptions made by our management. When
used in the filings the words “anticipate”, “believe”, “estimate”, “expect”,
“future”, “intend”, “plan” or the negative of these terms and similar expressions as they
relate to us or our management identify forward looking statements. Such statements reflect the current view of our
management with respect to future events and are subject to risks, uncertainties, assumptions and other factors as they
relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more
of these uncertainties materialize, or should our underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any
of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with
our pro forma financial statements and the related notes that will be filed herein.
Item 7.01 Regulation FD Disclosure.
The Company is furnishing herewith presentation materials
to be used in communications with investors, investment bankers and analysts as Exhibit 99.1 to this report pursuant to Item 7.01
of Form 8-K. The Company undertakes no obligation to update, alter, or otherwise revise these presentation materials,
as a result of written or oral statements that may be made from time to time, whether as a result of new information, future events,
or otherwise.
The information furnished pursuant to this Item
7.01 and the accompanying Exhibits 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item
7.01 and Exhibit 99.1: (i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1)
and (ii) is not to be incorporated by reference into any filings of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description of Exhibit
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99.1
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Investor Presentation
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, Generation Hemp, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GENERATION HEMP, INC.
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Date: January 13, 2020
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By: /s/ Gary C. Evans
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Gary C. Evans
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Chief Executive Officer
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