As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission), on August 4, 2017 Indoor Harvest Corp.(the Company) entered into an Agreement and Plan of Merger and Reorganization (the Agreement) with Alamo Acquisition LLC, a Texas limited liability company (Alamo Acquisition Sub) and Alamo CBD, LLC, a Texas limited liability company (Alamo CBD).
On August 23, 2017, the Company, Alamo Acquisition Sub and Alamo CBD closed the transactions contemplated under the Agreement (the transactions contemplated thereby, the Merger) and filed a Certificate of Merger with the state of Texas. As a result of the Merger, Alamo Acquisition Sub merged with and into Alamo CBD with Alamo CBD surviving the merger as the wholly-owned subsidiary of the Company (the Surviving Sub).
The foregoing description is a summary only, does not purport to set forth the complete terms of the Agreement and the Certificate of Merger, and is qualified in its entirety by reference to the Agreement filed as an exhibit to the Companys Current Report on Form 8-K filed with the Commission on August 4, 2017 and the Certificate of Merger filed as Exhibit 3.1 hereto, each of which are hereby incorporated by reference.
In connection with the closing of the Merger, an aggregate of 7,584,008 shares of the Companys common stock, par value $0.001 per share (the Common Stock) are issuable to shareholders of the Surviving Sub.
Unregistered Sales of Equity Securities.
Pursuant to the terms of the Agreement, an aggregate of 7,584,008 shares of the Companys Common Stock are issuable to shareholders of the Surviving Sub. The details of this transaction are described in Item 2.01, which is incorporated by reference in its entirety into this Item 3.02.
The issuance of the foregoing securities is a transaction by an issuer not involving a public offering and therefore deemed exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section4(a)(2)thereof.
Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Certificate of Merger
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
INDOOR HARVEST CORP.
Date: August 29, 2017
/s/ Rick Gutshall
Interim CEO, CFO and Director
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