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Form 8-K Healing Co Inc. For: Nov 30

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December 3, 2021 8:37 AM EST
thcc_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) November 30, 2021

    

THE HEALING COMPANY INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-152805

 

26-2862618

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

711 S. Carson Street, Suite 4

Carson City, NV

 

89701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (905) 430-6433

 

___________________________________________

(Former name or former address, if changed since last report.)

 

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))

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares

 

THCC

 

OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

    

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 30, 2021, The Healing Company Inc. (the "Company" or "we") entered into share purchase agreements and share restriction agreements with investors and issued a second tranche of our Seed Preferred Shares, $0.001 par value per share (the “Seed Preferred Shares”), in the private placement described under Item 3.02 below. The disclosure set forth in Item 3.02 of this Current Report is incorporated by reference into this Item 1.01.

 

The forms of the share purchase agreements and share restriction agreements were filed as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed on October 15, 2021. The summaries of the terms of these documents contained herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On November 30, 2021, we entered into definitive agreements with non-U.S. persons to issue a second tranche of our Seed Preferred Shares in a private transaction (the “Transaction”). Under the terms of the Transaction, we agreed to sell an aggregate of 4,675,000 Seed Preferred Shares at $2.00 per share for aggregate proceeds of $9,350,000.00. The Seed Preferred Shares sold in the Transaction will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) under Regulation S promulgated under the Securities Act in that offers, sales and issuances under the scope of the Transaction were not made to persons in the United States and no directed selling efforts were made in the United States.

 

Item 9.01 Financial Statements and Exhibits.

 

10.1

 

Form of share purchase agreement (incorporated by reference to our Current Report on Form 8-K filed on October 15, 2021)

10.2

 

Form of share restriction agreement (incorporated by reference to our Current Report on Form 8-K filed on October 15, 2021)

104

 

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

THE HEALING COMPANY INC.

 

/s/ Larson Elmore

 

Larson Elmore

President, Director

 

Date: December 3, 2021

  

 

3

 


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