Item 3.02 Unregistered Sales of Equity Securities
During the period August 16, 2021 through August 20, 2021, holders of Multiple
Voting Shares, no par value per share ("MVS"), of Harvest Health & Recreation
Inc. (the "Company"), converted an aggregate of 105,648.70 MVS to Subordinate
Voting Shares, no par value ("SVS"), of the Company resulting in the issuance of
10,564,870 SVS by the Company. In accordance with their terms, MVS are
convertible into SVS on a 1:100 basis. The holders of certain shares of SVS
remain subject to individually negotiated lock-up agreements. The Company did
not receive any cash proceeds as a result of the exchange of the MVS for the
SVS, and the shares of MVS exchanged have been retired and cancelled. The
issuance of SVS was made by the Company pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended, contained
in Section 3(a)(9) of such act on the basis that these offers constituted an
exchange with existing holders of the Company's securities, and no commission or
other remuneration was paid to any party for soliciting such exchange.
This current report on Form 8-K does not constitute an offer to exchange any
securities of the Company for SVS, MVS or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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