On August 30, 2021, Veritas Farms, Inc. (the “Company”)
issued a secured convertible promissory note in the principal amount of $500,000 (the “Secured Convertible Promissory Note”)
in exchange for $500,000, which Secured Convertible Promissory Note was issued to the Cornelis F. Wit Revocable Living Trust (the “Wit
Trust”), a principal shareholder who holds securities of the Company that constitute a majority of the voting securities of the
Company. The Secured Convertible Promissory Note is secured by the Company’s assets and contain certain covenants and customary
events of default, the occurrence of which could result in an acceleration of the Secured Convertible Promissory Note. The Secured Convertible
Promissory Note is convertible as follo ws: prior to the Company closing a financing through the sale and issuance of the Company’s
equity securities, debt, convertible debt, a combination of the foregoing or otherwise (“Conversion Securities”), on or prior
to the due date of the Secured Convertible Promissory Note (the “Financing”), the Holder has the right, in its sole discretion,
to convert in whole or in part the principal and accrued but unpaid interest thereon through and as of the date of the closing of the
Financing, into the identical Conversion Securities issued at such Financing. The Note will accrue interest at 8% per annum, which is
payable upon payment or conversion of the Secured Convertible Promissory Note into the Financing, at the option of the Holder. All unpaid
principal, together with any then unpaid and accrued interest and other amounts payable under the Secured Convertible Promissory Note,
is due and payable if not converted pursuant to the terms and conditions of the Secured Convertible Promissory Note on the earlier of
(i) April 01, 2022, or (ii) following an event of default. In addition, the Secured Convertible Promissory Note issued to the Wit Trust
provides that $500,000 of principal will be due and payable if not converted pursuant to the terms and conditions of the Secured Convertible
Promissory Note at such time as the Company raises a minimum amount of $1,000,000 in additional capital.
The foregoing description of the terms of the Secured
Convertible Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Form
of Secured Convertible Promissory Note attached hereto as Exhibit 10.1.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under
this Current Report on Form 8-K is incorporated herein by reference.
Unregistered Sale of Equity Securities.
The disclosure set forth under
of this Current Report on Form 8-K with respect to the issuance of the Secured Convertible Promissory Note is incorporated by reference
into this Item 3.02. The Secured Convertible Promissory Note issued to the investor was offered and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.
Financial Statements and Exhibits.
Form of Secured Convertible Promissory Note dated August 30, 2021
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.
Dated: September 01, 2021
VERITAS FARMS, INC.
/s/ Ramon A. Pino
Ramon A. Pino, Chief Financial Officer
makes a similar move, sign up!
Other recent filings from the company include the following:
Entry into a Material Definitive - Oct. 15, 2021
Unregistered Sale of Equity - Oct. 4, 2021
Cornelis F. Wit TTEE, Cornelis F. Wit Revocable Trust just provided an update on share ownership of Armeau Brands Inc - Sept. 29, 2021