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) April 1419, 2021

Green Hygienics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54338

26-2801338

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

13795 Blaisdell Place, Suite 202, Poway, CA		92064
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 802-0299

______________________________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 ☐

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. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On April 1419, 2021 ~~(the “Agreement Date”)~~, Green Hygienics Holdings, Inc. (the “~~GRYN~~Company” or ~~the~~ “~~Company~~GRYN”), a Nevada corporation, entered into ana ~~Asset~~Letter ~~Purchase~~of ~~Agreement~~Intent (the “~~APA~~LOI”) with ~~Admay,~~Bohemian ~~Inc~~Beverage Co (“~~Admay~~Bohemian”), a ~~Wyoming~~ privately-held Virginia company. ~~Pursuant~~The toLOI ~~the~~sets ~~APA,~~forth the ~~Company~~non-binding ~~will~~headline ~~acquire~~terms ~~from~~of ~~Admay~~a ~~certain~~proposed ~~assets~~transaction ~~per~~of ~~the~~either ~~APA~~100% inof ~~exchange~~the ~~for~~equity upof toBohemian ~~$2,822,000~~or ~~(the~~of ~~“Purchase~~their ~~Price”).~~assets ~~The Purchase price~~ will be exchanged for a combination of cash and restricted shares of the Company’s common stock, ofvalued in the ~~Company.~~aggregate at $15,000,000.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofLOI, the ~~APA~~parties ishave ~~qualified~~45 indays ~~its~~from ~~entirety~~the byLOI ~~reference~~to conduct due diligence on each other and to ~~the~~negotiate ~~APA,~~and complete a ~~copy~~Definitive ofAgreement, ~~which~~and isup ~~filed~~to as60 ~~Exhibit~~days ~~10.1~~thereafter to ~~this~~close ~~Current~~the ~~Report~~transaction. onThe ~~Form~~Definitive ~~8-K~~Agreement will contain customary representations, warranties, indemnities and ~~incorporated~~other byconditions ~~reference~~customary ~~herein~~in this type of transaction. The Company may form a new wholly owned subsidiary to be part of any transaction with Bohemian.

~~Item~~The 2foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, which is attached hereto as Exhibit 99.011 and is incorporated herein by reference. ~~Completion~~The LOI is included with this filing only to provide investors with information regarding the terms of ~~Acquisition~~the LOI, and not to provide investors with any factual information regarding Bohemian, their respective affiliates or ~~Disposition~~their ofrespective ~~Assets~~businesses.

OnSection ~~April~~9 ~~15,~~– ~~2021,~~Financial ~~the~~Statements ~~APA was consummated~~ and ~~the Company paid $122,400 to the shareholders of Admay. The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.~~Exhibits

Item 29.~~03.~~01 ~~Creation of Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~On April 15, 2021, Alita Capital~~ (~~“Alita”~~d), ~~a company controlled by the Company’s Chief Executive Officer, advanced $550,000 cash as an unsecured, interest free shareholder loan to the Company~~Exhibits. ~~The proceeds were used for the initial cash payment of $122,400 pursuant to the Admay APA, with the balance to be used for general working capital of the Company.~~

Item 3.02. Unregistered Sales of Equity Securities.

Exhibit Number		Description

99.1		Letter of Intent dated April 19, 2021 by and between Green Hygienics Holdings Inc. and Bohemian Beverage Co.

~~The information set forth in Item 1.01 is incorporated herein by reference. The Company intends to rely on the exemption afforded by Section 4(a)(~~2~~) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder for the issuance of shares to the Admay shareholders pursuant to the APA.~~

~~Section 9 – Financial Statements and Exhibits~~SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

	GREEN HYGIENICS HOLDINGS INC.

	(Registrant)

Date: April 20, 2021	By:	/s/ Ron Loudoun
		Ron Loudoun
		President and Chief Executive Officer

Exhibit Number		Description
10.1		Asset Purchase Agreement with Admay, Inc.

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.

	GREEN HYGIENICS HOLDINGS INC.
	(Registrant)
Date: April 18, 2021	By:	/s/ Ron Loudoun
		Ron Loudoun
		President and Chief Executive Officer

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