Harvest Health & Recreation : Unregistered Sales of Equity Securities (Form 8-K)

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.

Financial Statements and Exhibits.

Exhibit Number

Description

104

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