8-K

 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

April 1, 2021

Date of Report (Date of earliest event reported)

Generation Hemp, Inc.

(Exact name of registrant as specified in its charter)

Colorado	000-55019	26-3119496
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5128 Horseshoe Trail Dallas, Texas	75209
(Address of principal executive offices)	(Zip Code)

(469) 209-6154

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐ 

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 (including the risks contained in the section of this report entitled “Risk 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 the events described in these risk factors 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.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2021, the Company announced that Chad Burkhardt has joined the Company as its Vice President and General Counsel, effective April 1, 2021. Mr. Burkhardt, age 47, most recently served as Vice President, General Counsel and Corporate Secretary at TransAtlantic Petroleum Ltd, a publicly traded energy exploration and production company, focused on applying North American drilling and exploration technologies and practices to underdeveloped reserves in Turkey and Eastern Europe. At TransAtlantic, Mr. Burkhardt oversaw the company’s overall legal function while focusing in particular on capital markets activities and corporate finance transactions. He was also intimately involved in matters related to acquisitions and divestitures, crisis management, and labor and employment. Prior to working at Transatlantic Petroleum, Mr. Burkhardt was a partner at Baker Botts LLP, a global law firm whose headquarters is located in Houston, Texas. At Baker Botts, Mr. Burkhardt had a diverse set of clients ranging from technology start-ups to oil and gas and alternative-energy companies. Mr. Burkhardt began his legal career as an associate at Thompson Knight LLP. Mr. Burkhardt received his Juris Doctor from Duke University School of Law and he has a Bachelor of Arts Degree from Texas A&M University.

In connection with his appointment as General Counsel of the Company, Mr. Burkhardt will receive a base annual salary of $250,000 and an initial stock grant of 750,000 common stock options, which will vest over a three-year period. Mr. Burkhardt will be entitled to participate in the Company’s various incentive compensation programs, payable at the discretion of the Board of Directors of the Company

There are no arrangements or understandings between Mr. Burkhardt and any other person pursuant to which Mr. Burkhardt was selected as an officer of the Company. Mr. Burkhardt has no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer.

Item 7.01 Regulation FD Disclosure.

On April 6, 2021, the Company issued a press release announcing the appointment of (a) Mr. Burkhardt as Vice President and General Counsel and (b) Ms. Brada Wilson as Controller, both effective April 1, 2021.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 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.

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Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release.

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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.

	GENERATION HEMP, INC.
Date: April 6, 2021	By:	/s/ Gary C. Evans
	Gary C. Evans
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

GENERATION HEMP, INC. ANNOUNCES

APPOINTMENTS OF NEW MANAGEMENT PERSONNEL

DALLAS, TX – April 6, 2021, Generation Hemp, Inc. (OTCQB: GENH), a Dallas-based hemp company, announced today that it has appointed Chad Burkhardt as Vice President and General Counsel and Brada Wilson as Corporate Controller.

Gary C. Evans, Chairman and CEO of Generation Hemp, Inc., said, “I am pleased to announce the appointment of Mr. Chad Burkhardt to the position of Vice President and General Counsel of the Company. Chad’s successful track record of working on legal issues as they pertain to capital markets initiatives, financial reporting requirements with the SEC, as well as his indepth experience of working on numerous mergers, acquisitions and divestitures, will further assist our existing management team in our growth initiatives as we expand our operational footprint in the hemp industry and move toward a NASDAQ or NYSE listing this year.”

“At the same time, it is my pleasure to announce the appointment of Ms. Brada Wilson to the position of Corporate Controller at Generation Hemp. Brada is a known quantity having worked with me for over fifteen years in prior businesses. She has experience in managing complex financial and accounting issues at previous publicly traded companies that I ran and will be most helpful as we navigate the financial landscape and grow, build and acquire new companies within the hemp sector.”

Prior to joining Generation Hemp, Inc., Chad Burkhardt served as Vice President, General Counsel and Corporate Secretary at TransAtlantic Petroleum Ltd., a publicly traded company. Among his responsibilities at TransAtlantic, Burkhardt managed the company’s legal obligations as they pertained to capital markets initiatives and corporate finance transactions. He was also intimately involved in matters related to acquisitions and divestitures, crisis management issues and labor and employment concerns. Prior to working at Transatlantic Petroleum, Burkhardt was a partner at Baker Botts L.L.P., a multi-national law firm based in Houston, Texas. At Baker Botts, Burkhardt was responsible for working with a diverse client base ranging from high-tech companies, to start-ups, to alternative-energy and oil and gas companies. Responsibilities at the firm included, but were not limited to, mergers, acquisitions and dispositions, venture capital financings and corporate finance/securities offerings, including initial public offerings and public and private offerings of equity and debt. In addition, Burkhardt regularly engaged in general business matters, including SEC reporting, general securities compliance, and board and board committee advice. Prior to his work at Baker Botts, Burkhardt served as associate counsel at Thompson & Knight LLP. Burkhardt received his Juris Doctorate from Duke University School of Law and a Bachelor of Arts Degree from Texas A&M University.

Brada Wilson, prior to joining Generation Hemp, Inc., was most recently employed at Exxon in their accounting department. Prior to her work with Exxon, Brada served as the Controller at Energy Hunter Resources, a private E&P company. As Controller, Wilson was responsible for all phases of GAAP Oil & Gas Accounting, including, but not limited to, accounts payable, accounts receivable, analysis of financial statements, forecasting and budgeting. Prior to Energy Hunter, Wilson worked for Magnum Hunter Resources, Inc. a New York Stock Exchange listed E&P company, from 2010 to 2016. As the company’s special projects accountant, Wilson managed the administration of the company’s stock option plan in accordance GAAP accounting, as well as acted as a liaison between the company’s accounting department and the Chief Executive Officer. Additionally, Wilson previously worked as a Controller with CWF Energy and Henry Energy Corp.

About Generation Hemp, Inc.

Generation Hemp, Inc. is a Dallas-based hemp company that operates in the mid-stream sector. With operations in Hopkinsville, Kentucky and Denver, Colorado, the company uses its proprietary technology to dry, clean and store hemp. In addition, Generation Hemp also owns and leases real estate to cannabis companies located within the greater Denver area.

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Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” “proposes,” “should,” “likely” or similar expressions, indicates a forward-looking statement. These statements and all the projections in this press release are subject to risks and uncertainties and are based on the beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from a conclusion, forecast or projection in the forward- looking information. The identification in this press release of factors that may affect the company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive.

Contact

Anthony D. Andora

Generation Hemp, Inc.

Phone: 720-317-8927

Email: Aandora@GenHempinc.com

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