0001761088-19-000027.txt : 20190305 0001761088-19-000027.hdr.sgml : 20190305 20190304184030 ACCESSION NUMBER: 0001761088-19-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190305 DATE AS OF CHANGE: 20190304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STWC. Holdings, Inc. CENTRAL INDEX KEY: 0001400683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 208980078 STATE OF INCORPORATION: UT FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52825 FILM NUMBER: 19655873 BUSINESS ADDRESS: STREET 1: 1350 INDEPENDENCE ST. STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: (303) 736-2442 MAIL ADDRESS: STREET 1: 1350 INDEPENDENCE ST. STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: Strainwise, Inc. DATE OF NAME CHANGE: 20141008 FORMER COMPANY: FORMER CONFORMED NAME: 4th Grade Films Inc DATE OF NAME CHANGE: 20070523 8-K 1 stwc8k12072018.htm STWC HOLDINGS, INC. 8-K DECEMBER 7, 2018

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): December 7, 2018

 

STWC Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Colorado


000-52825


20-8980078

(State or other jurisdiction of
incorporation)

(Commission File Number)


(I.R.S. Employer
Identification No.)

 

1350 Independence St., Suite 300
Lakewood, CO 80215

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (303) 736-2442

 

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 (§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            ☒

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.   ☐  

 Forward Looking Statements

Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements.” Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based, including but not limited to, the Company securing funding, entering into management and/or licensing agreements, acquiring direct interests in cannabis businesses, or providing cannabis compliance services to third parties. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

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 Item 1.01              Entry into a Material Definitive Agreement.

 Loan

On December 7, 2018, STWC Holdings, Inc., a Colorado corporation (the “Company”) issued a 15% Promissory Note in the face amount of $126,100 (the “Note”) to Richland Fund, LLC (“Richland”).  Richland provided the following funds for the Note:  $25,000 on December 7, 2018; $76,100 on December 13, 2018; and $25,000 on December 31, 2018.  The Note matures on March 7, 2019, and bears interest at 15% per annum, payable monthly, which increases to 20% upon an event of default.  In the event of a capital raise by the Company, all proceeds raised will be first applied to repayment of the Note.  The Note is unsecured.

Item 2.03           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above with respect to the Note is incorporated herein by reference.

Item 3.02              Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to the issuance of the Note is incorporated herein by reference. The issuance of the Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.  No selling commissions or other remuneration was paid in connection with the issuance of the Note.

Item 8.01              Other Events

The Company announced that effective February 22, 2019, the Company’s common stock was approved for quotation on the OTCQB Venture Market.  Since 2014, the Company’s common stock had been quoted on OTC Pink.  U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com. The trading symbol for the common stock is “STWC”.

 Item 9.01.             Financial Statements and Exhibits

 (d) Exhibits.

 

Exhibit No.


Description

99.1

 

15% Promissory Note dated December 7, 2018

 

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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.

 


STWC Holdings, Inc.

 

 

Date: February 28, 2019

By:

/s/ Erin Phillips



Erin Phillips, Chief Executive Officer

 

3
EX-99.1 2 stwc8kpromnote120718.htm STWC HOLDINGS, INC. 15% SECURED PROMISSORY NOTE

THIS Note HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

 

15% Secured PROMISSORY NOTE

 

Original Issuance Date:  December 7, 2018

 

                    Principal Amount: 
Up to $126,100.00  

 

 

Maturity Date:  June 7, 2019

 

STWC Holdings, Inc., located at 1350 Independence Street Suite 300, Lakewood, CO 80215 (the “Borrower”), for value received, hereby promises to pay to Richland Fund, LLC, or registered assigns (the “Note Holder”) the principal sum of up to One Hundred Twenty Six Thousand One Hundred Dollars ($126,100) (the “Principal Amount”) together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below.  This 15% Secured Promissory Note (the “Note”) is issued between the Borrower and the Note Holders (the “Loan Agreement”), which is incorporated herein by reference.
 
1.                   Maturity.  The Principal Amount and all accrued and unpaid interest on the unpaid Principal Amount is fully due and payable on March 7, 2019 (the “Maturity Date”).
 
2.                   Interest.  The Borrower promises to pay simple interest in arrears on the first day of each month on the Principal Amount at the rate of fifteen percent (15%) per annum from the Original Issuance Date set forth above, and thereafter until the Note is paid in full. Interest shall be calculated on the basis of a 365-day year.
 
3.                   Payment.  The Principal Amount and interest accrued thereon will be payable in U.S. dollars or in such other coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. All payments on this Note shall be applied first to accrued interest and thereafter to the Principal Amount. Payment of the Principal Amount and any accrued interest thereon shall be made at the location of the Note Holder, which shall be the address specified in the Loan Agreement, provided that the Borrower may make such payment by mailing a check or making a wire transfer in the amount of such payment, payable to or upon the written order of the Note Holder.
 
4.                   Repayment. In the event of any capital raised subsequent to this note via debt or equity offerings, all proceeds raised will first go to repayment of this note in full to include all principal and interest outstanding.
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 5.                   Default.
 
(a)                Events of Default.  Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
 
(i)                 a default in the payment of any interest on the Note when it becomes due and payable;
 
(ii)               a default in the payment of the Principal Amount (unless extended pursuant to the terms herein) of the Note when it becomes due and payable;
 
(iii)             a default of the Loan Agreement
 
(iv)              the entry by a court of competent jurisdiction of (A) a decree or order for relief in respect of the Borrower in an involuntary case or proceeding under any applicable bankruptcy, insolvency or moratorium law or any other law for the relief of, or relating to, debtors (each a “Bankruptcy Law”), now or hereafter in effect, or (B) a decree or order adjudging the Borrower bankrupt or insolvent, or seeking arrangement, adjustment or composition of or in respect of the Borrower under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Borrower or of any substantial part of its properties or ordering the winding up or liquidation of its affairs, and any such decree, order or appointment pursuant to any Bankruptcy Law for relief shall continue to be in effect, or any such other decree, appointment or order shall be unstayed and in effect, for a period of 60 consecutive days;
 
(v)                (A) the Borrower (x) commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent or (y) consents to the filing of a petition, application, answer or consent seeking relief under any applicable Bankruptcy Law, (B) the Borrower consents to the entry of a decree or order for relief in respect of the Borrower in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or (C) the Borrower (x) consents to the appointment of, or taking possession by, a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee or sequestrator (or other similar official) of the Borrower or of any substantial part of its properties, (y) makes an assignment for the benefit of creditors or (z) admits in writing its inability to pay its debts generally as they become due.
 
(b)                Acceleration.  Except as provided in Section 6(c) below, if an Event of Default specified in Section 6(a)(iii) or (iv) above occurs and is continuing, then the Principal Amount of, and the accrued and unpaid interest on, this Note shall ipso facto become and be immediately due and payable without any declaration or act on the part of the Note Holder. Borrower accepts and agrees that this Note is a full recourse Note and that Holder may exercise any and all remedies available to it under law.
 
(c)                Cure of Defaults.  For Events of Default pursuant to Section 6(a)(i)-(iii) hereof, Borrower shall have a cure period of ten (10) days prior to cure the default.
 
(d)                Default Interest Rate.  Upon the occurrence of an uncured Event of Default, the interest rate on all outstanding unpaid amounts shall become twenty percent (20%) which shall continue until full satisfaction of the Note.
 
(e)                Waiver of Past Defaults. The Note Holder may waive any past Event of Default hereunder, and its consequences. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Note.
 
(f)                 Expenses. In the event of any Event of Default, the Borrower shall pay all reasonable attorneys’ fees and court costs incurred by the Note Holder in enforcing and collecting the Note.
2

 6.               Waiver of Presentment. The Borrower hereby waives demand, notice, presentment, protest and notice of dishonor.
 
7.                   Replacement of Note. If this Note becomes mutilated, destroyed, stolen or lost, it shall be replaced by the Borrower at the expense of the Note Holder upon delivery to the Borrower of the mutilated Note or evidence of the lost, theft or destruction thereof satisfactory to the Borrower. In the case of a lost, stolen or destroyed Note, the Borrower may require that the Note Holder provide to the Borrower indemnity, satisfactory to the Borrower and at the Note Holder’s expense, before a replacement Note is issued.
 
8.                   Transfer. This Note may be transferred only upon its surrender to the Borrower for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Borrower. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like Principal Amount and interest shall be issued to, and registered in the name of, the transferee. This Note may be presented for registration of transfer at the principal office of the Borrower, which shall be the address specified in the Loan Agreement. The Borrower shall not impose any service charge for any registration of transfer of this Note, but it may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Notwithstanding any other provision of this Section 10, the Borrower shall not be obligated to effect any transfer of this Note unless the Borrower is satisfied, in its sole discretion, that such transfer is being effected in accordance with all applicable federal and state securities laws.
 
9.                   Amendments and Waivers. Any term of this Note may be amended or waived with the written consent of the Borrower and the Note Holder.
 
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed by its duly authorized signatory.
 

 

 

By                                                               
      STWC Holdings, Inc.


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SCHEDULE A

[LOAN ADVANCES AND PAYMENTS OF PRINCIPAL]


                                                                                                                                                  

 

 

Amount of

 

 

 

Amount of Term

Principal Paid or

Unpaid Principal

Notation Made

Date

Loan Advance

Prepaid

Balance

By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4