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): ~~March~~June 317, 2023

Veritas Farms, Inc.

(Exact name of registrant as specified in charter)

Nevada		333-210190		90-1254190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 E. Las Olas Boulevard Suite 1400, Fort Lauderdale, FL		33301
401 E. Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 691-4367

(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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Veritas Farms,” “we,” “us” and “our” refer to Veritas Farms, Inc. and its subsidiary.

Item 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~2023~~Credit ~~Equity Incentive Plan~~Line

On ~~March~~June 317, 2023, ~~the Board of Directors of~~ Veritas Farms, Inc. (the “Company”), issued ~~adopted~~a ~~and~~secured ~~approved~~convertible ~~the~~credit ~~Veritas~~line ~~Farms,~~promissory ~~Inc.~~note ~~2023~~in ~~Equity~~the ~~Incentive~~principal ~~Plan~~amount for up to $3,000,000 (the “2023 ~~Plan~~Secured Convertible Promissory Note”), ~~subject~~ to ~~stockholder~~the ~~approval~~Cornelis F. ~~The~~Wit ~~2023~~Revocable ~~Plan~~Living ~~provides~~Trust ~~for~~ (the ~~grant~~“Wit ~~of awards to eligible employees~~Trust”), ~~directors,~~a ~~and~~principal ~~consultants~~shareholder inwho ~~the~~holds ~~form~~securities of ~~stock~~the ~~options,~~Company ~~stock~~that ~~appreciation~~constitute ~~rights~~a ~~(“SARs”),~~majority ~~restricted~~of ~~stock,~~the ~~unrestricted~~voting ~~shares,~~securities ~~restricted~~of ~~stock~~the ~~units~~Company. ~~(“RSUs”), performance~~The ~~units,~~2023 ~~and~~Secured ~~cash-based~~Convertible ~~awards.~~Promissory Note ~~The~~includes ~~purpose~~and ofevidences the ~~2023~~outstanding ~~Plan~~indebtedness isin tothe ~~optimize~~original ~~the~~principal ~~profitability~~amount ~~and~~of ~~growth~~$1,750,000 of the Company ~~through incentives~~to ~~that link~~ the ~~personal~~Wit ~~interests~~Trust pursuant ofto ~~employees,~~previously ~~directors~~executed and ~~consultants~~delivered tosecured ~~those~~convertible ofpromissory notes by the Company’s ~~stockholders,~~for tothe ~~provide participants~~benefit ~~with~~of anthe ~~incentive~~Wit ~~for~~Trust ~~excellence~~pursuant to inthe ~~individual~~Amendment ~~performance,~~to ~~and~~Secured toConvertible ~~promote~~Promissory ~~teamwork~~Notes described below. The 2023 ~~Plan~~Secured isConvertible aPromissory ~~successor~~Note tois secured by the Company’s ~~2017~~assets ~~Stock~~and ~~Incentive~~contains ~~Plan~~certain ~~(the~~covenants ~~“2017 Plan”)~~ and, ~~accordingly,~~customary noevents ~~new~~of ~~grants~~default, ~~will be made under~~ the ~~2017~~occurrence ~~Plan from~~of ~~and~~which ~~after~~could ~~the~~result ~~effective~~in ~~date~~an acceleration of the 2023 ~~Plan~~Secured Convertible Promissory Note. The 2023 ~~Plan~~Secured ~~has~~Convertible aPromissory ~~term~~Note ofis 10convertible ~~years~~as follows: aggregate loaned principal and ~~authorizes~~accrued interest under the ~~issuance~~2023 ofSecured upConvertible toPromissory 40Note may,~~000,000 shares~~ ofat the ~~Company’s~~option ~~common~~of ~~stock.~~the ~~In addition~~holder, ~~the~~be ~~number~~converted ofin its entirety into shares of our common stock ~~available~~at ~~for~~a ~~issuance~~conversion ~~under~~price ~~the~~of ~~2023~~$0.02 per ~~Plan shall~~share. ~~automatically~~The ~~increase~~Note onwill ~~January~~accrue ~~1st~~interest ofon ~~each~~the ~~year~~aggregate amount ~~for~~loaned at a ~~period~~rate of ~~nine~~10% ~~(9)~~per ~~years~~annum. ~~commencing~~All onunpaid ~~January 1~~principal, ~~2024~~together with any then unpaid and ~~ending~~accrued oninterest (and other amounts payable ~~including)~~under ~~January~~the 1,2023 ~~2033~~Secured Convertible Promissory Note, inis andue ~~amount~~and ~~equal~~payable if not converted pursuant to ~~ten~~the ~~percent~~terms ~~(10%)~~and conditions of the ~~total~~2023 Secured ~~number~~Convertible Promissory Note on the earlier of ~~shares~~(i) ~~authorized~~October ~~under~~01, ~~the~~2026, ~~2023~~or ~~Plan~~(ii) following an event of default.

The ~~Compensation~~foregoing ~~Committee~~summary of the ~~Board~~2023 ofSecured ~~Directors~~Convertible ~~will~~Promissory ~~administer~~Note ~~the~~does ~~2023~~not ~~Plan~~purport ~~and has the power~~ to ~~determine~~be ~~the~~complete ~~size~~ and ~~types~~is ofqualified ~~awards granted and may,~~ in its ~~discretion,~~entirety ~~determine the~~by ~~performance~~reference ~~measure(s)~~ to bethe ~~used~~full ~~for~~text ~~purposes~~ of ~~awards that are to be performance-based. The shares of common stock subject to awards granted under~~ the 2023 ~~Plan~~Secured ~~that expire, are forfeited because of a failure to vest, or otherwise terminate without being exercised in~~Convertible ~~full~~Promissory ~~will~~Note ~~return~~attached tohereto ~~the~~as ~~2023~~Exhibit ~~Plan and be available for issuance under the 2023 Plan~~10.1.

InAmendment ~~the event of a change in control, notwithstanding any vesting schedule with respect~~ to anPreviously ~~award~~Issued ~~of options, SARs, phantom stock units or restricted stock, such option or SAR shall become immediately exercisable with respect to 100 percent of the shares subject to such option or SAR,~~ and ~~the restricted period shall expire~~Outstanding ~~immediately~~Promissory with respect to 100 percent of the phantom stock units or shares of restricted stock subject to restrictions. In the event of a change in control, all incomplete award periods in effect on the date the change in control occurs shall end on the date of such change, and the committee shall, (i) determine the extent to which performance goals with respect to each such award period have been met based upon such audited or unaudited financial information then available as it deems relevant, (ii) cause to be paid to each participant partial or full awards with respect to performance goals for each such award period based upon the committee’s determination of the degree of attainment of performance goals, and (iii) cause all previously deferred awards to be settled in full as soon as possible.Notes

~~The~~On ~~Board~~June of7, ~~Directors~~2023, orthe aCompany ~~duly~~and ~~appointed~~the ~~committee~~Wit Trust ~~thereof~~entered ~~may~~into ~~amend~~an orAmendment ~~modify~~to ~~the~~Secured ~~2023~~Convertible ~~Plan~~Promissory ~~at any time~~Notes, ~~subject~~pursuant to ~~any~~which ~~required~~the ~~stockholder~~Company ~~approval.~~and To the ~~extent~~Wit ~~required~~Trust byamended ~~applicable~~the following ~~law~~seven orpreviously ~~regulation,~~executed ~~and~~secured ~~except~~convertible aspromissory ~~otherwise~~notes ~~provided~~held inby the ~~2023~~Wit ~~Plan,~~Trust ~~stockholder~~(the ~~approval~~“Amendment ~~will~~to beSecured ~~required~~Convertible ~~for~~Promissory Notes”): ~~any~~Secured ~~amendment~~Convertible ~~that~~Promissory ~~(a) materially~~Note ~~increases~~dated August 2, 2022 in the ~~number~~original principal amount of ~~shares~~$250,000, ~~available~~the ~~for~~Secured ~~issuance~~Convertible Promissory ~~under~~Note ~~the~~dated ~~2023~~August ~~Plan~~17, ~~(b)~~2022 ~~materially~~in ~~expands~~ the ~~class~~original principal amount of ~~individuals eligible~~$250,000, tothe ~~receive~~Secured ~~awards~~Convertible ~~under~~Promissory ~~the~~Note ~~2023~~dated ~~Plan~~September 6, ~~(c)~~2022 ~~materially~~in ~~increases~~ the ~~benefits~~original ~~accruing~~principal toamount of $250,000, the ~~participants~~Secured ~~under~~Convertible Promissory Note dated October 11, 2022 in the ~~2023~~original ~~Plan~~principal oramount ~~materially~~of ~~reduces~~$250,000, the ~~price~~Secured atConvertible ~~which~~Promissory ~~shares~~Note ofdated ~~common~~November ~~stock~~16, ~~may~~2022 bein ~~issued~~the ororiginal ~~purchased~~principal ~~under~~amount of $250,000, the Secured ~~2023~~Convertible ~~Plan~~Promissory Note dated January 3, ~~(d)~~2023 ~~materially~~in ~~extends~~ the ~~term~~original principal amount of $250,000, and the Secured Convertible Promissory Note dated May 30, 2023 ~~Plan~~in the original principal amount of $250,000, orcollectively which total the aggregate outstanding principal amount of $1,750,000 (ecollectively the “Notes”). ~~expands~~The Amendment to Secured Convertible Promissory Notes amended, replaced and superseded the ~~types~~Notes ofin ~~awards~~their ~~available~~entirety, ~~for~~and ~~issuance~~will ~~under~~be included in and part of the 2023 ~~Plan~~Secured Convertible Promissory Note described above.

The foregoing ~~description~~summary of the ~~terms~~Amendment ofto ~~the~~Secured ~~2023~~Convertible ~~Equity~~Promissory ~~Incentive~~Notes ~~Plan~~ does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~2023~~Amendment ~~Equity~~to ~~Incentive~~Secured ~~Plan~~Convertible Promissory Notes attached hereto as Exhibit 10.~~1 to this Current Report on Form 8-K~~2.

Item 5 2.03 ~~Amendments~~Creation toof ~~Articles~~a ofDirect ~~Incorporation~~Financial Obligation or ~~Bylaws;~~an ~~Change~~Obligation inunder ~~Fiscal~~an ~~Year~~Off-Balance Sheet Arrangement of a Registrant.

~~Amended~~The ~~and~~disclosure ~~Restated~~set ~~Articles~~forth ofunder ~~Incorporation~~Item 1.01 of this Current Report on Form 8-K with respect to ~~Increase~~the ~~Authorized~~issuance ~~Common~~of ~~Stock~~the ~~and~~2023 ~~Preferred~~Secured ~~Stock~~Convertible Promissory Note is incorporated herein by reference.

ToItem enable the Company to meet certain commitments made to stockholders and convertible note holders, and keep available for issuance additional shares of its common stock and shares of its ‘blank check’ preferred stock, the Company’s Board of Directors unanimously approved and adopted a resolution seeking stockholder approval to authorize the Board of Directors to amend the Amended and Restated Articles of Incorporation of the Company dated October 13, 2017 (“Amended and Restated Articles”) to increase the number of authorized shares of common stock from 200,000,000 shares to 800,000,000 shares (the “Authorized Common Share Increase Amendment”) and to increase the number of authorized shares of ‘blank check’ preferred stock from 5,000,000 shares to 20,000,000 shares (the “Authorized Preferred Share Increase Amendment”, and collectively with the Authorized Common Share Increase Amendment, the “Authorized Shares Increase Amendment”)3. Shareholder approval for the Authorized Shares Increase Amendment was obtained on March 31, 2023 by written consent from stockholders that held at least a majority of the voting power of the stock of the Company entitled to vote thereon02. Unregistered ~~The~~Sale ~~consent from the stockholder constituted a sufficient number~~ of ~~votes~~Equity ~~to approve the Authorized Shares Increase Amendment under the Company’s Amended and Restated Articles, bylaws of the Company, and Nevada law~~Securities. ~~The Amended and Restated Articles of Incorporation containing the Authorized Shares Increase Amendment was filed with the Secretary of State of the State of Nevada on April 4, 2023.~~

AThe ~~copy~~disclosure set forth under Item 1.01 of ~~the~~this ~~Amended~~Current ~~and~~Report ~~Restated~~on ~~Articles~~Form ~~of Incorporation~~8-K ~~containing~~with ~~the~~respect ~~Authorized~~to ~~Shares~~the ~~Increase~~issuance ~~Amendment~~of isthe ~~attached~~2023 asSecured ~~Exhibit~~Convertible ~~3.1~~Promissory toNote ~~this~~is ~~Current~~incorporated ~~Report~~by onreference into ~~Form~~this ~~8-K~~Item 3.02. The ~~above description~~2023 isSecured ~~qualified~~Convertible byPromissory ~~reference~~Note issued to the ~~complete~~investor ~~text~~was ofoffered ~~the~~and ~~Amended~~sold ~~and~~in ~~Restated~~a ~~Articles~~transaction ofexempt from ~~Incorporation~~registration ~~containing~~under the ~~Authorized Shares~~Securities ~~Increase~~Act ~~Amendment~~of 1933, as amended, in reliance on Section 4(a)(2) thereof.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 31, 2023, the record date, the stockholder holding a majority of the voting securities of the Company (the “Majority Stockholder”) of Company, took action by written consent (“Written Consent”) in accordance with Article 1, Sections 7 of the Company’s by-laws and Sections 78.320 and 78,390 of the Nevada Revised Statutes. As of such date, the Majority Stockholder held approximately 4,548,401, or approximately 10.9% of the Company’s issued and outstanding common stock (“Common Stock”), 3,635,000 shares, or approximately 90.9% of the Company’s issued and outstanding Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and 1,000,000 shares, or 100% of the Company’s issued and outstanding Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The foregoing described shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock held by the Majority Stockholder represented a majority of the votes entitled to be cast on the matters voted upon.

Pursuant to the Written Consent, the Majority Stockholder approved the following:

● Approval of the Amended and Restated Articles of Incorporation containing the Authorized Shares Increase Amendment; and

● Approval of the 2023 Equity Compensation Plan

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No		Description
3.1		Amended and Restated Articles of Incorporation
10.1		Secured Convertible Credit Line Promissory Note dated June 7, 2023 by and between Veritas Farms, Inc. and the Cornelis F. Wit Revocable Living Trust
10.1		2023 Equity Incentive Plan
10.2		Amendment to Secured Convertible Promissory Notes dated June 7, 2023 by and between Veritas Farms, Inc. and the Cornelis F. Wit Revocable Living Trust
104		Cover Page Interactive Data File (~~formatted~~embedded aswithin the Inline XBRL document)

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.

Dated: April 6, 2023	VERITAS FARMS, INC.
Dated: June 13, 2023	VERITAS FARMS, INC.
	By:	/s/ Ramon A. Pino
		Ramon A. Pino, Chief Financial Officer

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