UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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~~July 241, 2024

Hempacco Co., Inc.

(Exact name of registrant as specified in its charter)

001-41487		83-4231457
(Commission File Number)		(IRS Employer Identification Number)

9925 Airway Road, San Diego, CA		92154
(Address of Principal Executive Offices)		(Zip Code)

(619) 779-0715

(Registrant’s telephone number, including area code)

N/A

(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 CFR240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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

Common Stock, par value $0.001

HPCO

The Nasdaq Stock Market LLC

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. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Effective April 24, 2024,~~ Hempacco Co., Inc., a Nevada corporation (the “Company”), ~~entered~~previously ~~into~~received anotices ~~securities~~from ~~purchase~~The ~~agreement~~Nasdaq ~~(the~~Stock Market (“~~SPA~~Nasdaq”) ~~with~~indicating ~~Mast Hill Fund~~that, ~~L.P.,~~as a ~~Delaware~~result ~~limited~~of ~~partnership~~the ~~(“Mast~~Company ~~Hill”~~not (i), ~~pursuant~~holding toan ~~which~~annual meeting of shareholders within twelve months of the ~~Company~~end ~~sold,~~of ~~and~~the ~~Mast~~Company’s ~~Hill~~fiscal ~~purchased,~~year end, (iii) afiling ~~convertible~~its ~~promissory~~Annual ~~note~~Report inon Form 10-K for the ~~principal~~year ~~amount~~ended ofDecember ~~$379~~31,~~288.88~~ 2023 (the “~~Note~~Form 10-K”), and (iiiii) ~~warrants~~filing toits ~~purchase~~Quarterly ~~113~~Report on Form 10-Q for the quarter ended March 31,~~786~~ ~~shares~~2024 of(the “Form 10-Q”), the Company ~~common~~was ~~stock~~not in compliance with Rules 5620(a) and 5250(c)(1) of Nasdaq’s Listing Rules (the “~~Warrants~~Listing Rules”), ~~for~~which require the Company to have an ~~aggregate~~annual ~~purchase~~meeting ~~price~~of shareholders within twelve months of ~~$341,360~~end of the Company’s fiscal year end (the “~~Transaction~~Annual Meeting Requirement”), and require the Company ~~also~~to ~~entered~~timely ~~into~~file aall ~~registration~~periodic ~~rights~~reports ~~agreement~~ with ~~Mast~~the ~~Hill~~Securities and Exchange Commission (the “~~RRA~~SEC”).

On July 1, 2024, the Company received notice (the “Delisting Notice”) from Nasdaq that the Company's shares would be delisted since the Company has not regained compliance with the Annual Meeting Requirement. The ~~Transaction~~Company’s ~~closed~~delinquencies onin ~~April~~filing ~~24,~~the ~~2024,~~Form 10-K and onForm ~~such~~10-Q ~~date~~were additional and separate bases for delisting. The Company intends to appeal the determination made by Nasdaq pursuant to the ~~SPA,~~procedures ~~Mast~~set ~~Hill’s~~forth ~~legal~~in ~~expenses~~the ofListing $6Rules. The Listing Rules provide that the Company may request a hearing (the “Hearing Request”) before a Nasdaq Hearings Panel (the “Panel”),~~000~~ ~~were~~and ~~paid~~that the request will temporarily stay any suspension or delisting action for 15 days from the ~~gross~~date ~~purchase~~of ~~price~~the Hearing Request. Further, the Listing Rules provide that, in its Hearing Request, the Company’s ~~broker-dealers~~may request that the stay remain in ~~connection~~effect ~~with~~through the ~~transaction~~hearing ~~were~~and ~~paid~~the ~~$27~~expiration of any additional extension period granted by the Panel. Accordingly,~~308~~ the Company intends to make such an extended stay request.80 ~~from~~While the ~~gross~~determination ~~purchase~~on ~~price~~whether to grant the stay will be made by the Panel, the Company ~~receiving~~is ~~net~~focused ~~funding~~on offiling ~~$308~~the Form 10-K prior to the hearing and the Form 10-Q shortly thereafter,~~051.20~~ the Company is planning to hold an annual shareholder meeting shortly thereafter, and the ~~Note~~Company ~~and~~believes ~~Warrants~~that ~~were~~it ~~issued~~will tosatisfy ~~Mast~~the ~~Hill~~standards for the granting of such an extended stay.

~~The~~Disclosure ~~SPA~~Regarding was the third of several securities purchase agreements for the sale of, in the aggregate (the “Financing Transactions”), (i) up to $1,226,000 in convertible promissory notes, and (ii) warrants to purchase up to 367,800 shares of common stock. As disclosed in the Company’s Current Reports on Form 8Forward-KLooking ~~filed on March 28, 2024, and April 2, 2024, the Company previously closed on two tranches of funding under the Financing Transactions.~~ Information

~~The~~This ~~SPA~~Current ~~includes~~Report ~~customary~~on ~~representations,~~Form ~~warranties~~8-K ~~and~~contains ~~covenants~~forward-looking bystatements ~~the~~within ~~Company and customary closing conditions. The SPA requires that~~ the ~~proceeds~~meaning ~~from~~of the ~~Transaction~~Private beSecurities ~~used~~Litigation ~~for~~Reform ~~the~~Act ~~fulfillment~~ of ~~purchase~~1995. ~~orders~~These ~~and~~forward-looking ~~for~~statements ~~business development and operating capital only~~include, but are not ~~for~~limited ~~repayment of indebtedness owed~~ to ~~officers~~, ~~directors~~statements orregarding ~~employees of~~ the Company’s orbeliefs ~~their~~and ~~affiliates,~~expectations relating to the ~~repayment~~filing of ~~any~~the ~~debt~~Form ~~issued~~10-K inand ~~corporate~~Form ~~finance transactions~~10-Q, ~~any~~holding ~~loan~~an toannual orshareholder ~~investment~~meeting, inits ~~any~~appeal ~~other~~to ~~corporation~~Nasdaq, ~~partnership,~~and ~~enterprise~~whether ~~or other person (except in connection with~~ the Company’s ~~currently~~common ~~existing~~stock ~~operations),~~will orremain ~~any~~listed ~~loan,~~on ~~credit,~~Nasdaq. orThese ~~advance~~forward-looking tostatements ~~any~~are ~~officers,~~based ~~directors,~~on ~~employees, or affiliates of~~ the ~~Company.~~current ~~The~~beliefs ~~SPA~~and ~~also~~expectations ~~(i)~~of ~~requires~~ the Company’s tomanagement ~~satisfy~~with ~~the~~respect ~~shareholder~~to ~~approval~~future ~~requirements of Nasdaq Listing Rule 5635~~events, ~~(ii)~~only ~~prohibits~~speak ~~the~~as ~~issuance~~ of ~~more than 724,128 shares of Company common stock (~~the ~~“Exchange~~date ~~Cap”)~~that tothey ~~Mast~~are ~~Hill~~made inand ~~the~~are ~~aggregate~~subject ~~until shareholder approval has been received~~ to ~~issue~~significant ~~shares~~risks ~~in excess of the Exchange Cap~~ and ~~such~~uncertainties. ~~approval~~Such ~~has~~statements ~~become~~can ~~effective~~be ~~pursuant~~identified toby ~~Rule 14c-2 promulgated under~~ the ~~Securities~~use ~~Exchange Act~~ of ~~1934,~~words such as ~~amended~~“future,” ~~and~~“anticipates,” ~~(iii)~~“believes,” ~~requires~~“estimates,” ~~the~~“expects,” ~~Company~~“intends,” to“plans,” ~~file~~“predicts,” a“will,” ~~preliminary~~“would,” ~~information~~“could,” ~~statement~~“continue,” on“can,” ~~Schedule~~“may,” ~~14C~~“look inforward,” ~~connection~~“aim,” ~~with~~“hopes,” ~~the~~and ~~issuance~~similar ofterms, ~~shares~~although innot ~~excess~~all offorward-looking ~~Exchange~~statements ~~Cap~~contain ~~under~~such ~~the~~words ~~Transaction~~or ~~with the U~~expressions.S. ~~Securities~~Actual ~~and~~results ~~Exchange~~could ~~Commission~~differ ~~(the~~significantly ~~“SEC”)~~from ~~within~~those 10set ~~calendar~~forth ~~days~~in ofthe ~~closing,~~forward-looking ~~and file a definitive information statement as soon as permissible~~statements.

~~The~~Important ~~RRA~~factors ~~requires~~that may cause actual results to differ materially from those in the ~~Company~~forward-looking statements include, but are not limited to, ~~file~~a ~~with~~further material delay in the ~~SEC~~Company’s financial reporting, including as a ~~registration~~result ~~statement~~of ~~registering~~unanticipated ~~for~~factors ~~resale~~or byfactors ~~Mast~~that ~~Hill~~the Company currently believes will not cause further delay, the ~~shares~~possibility ofthat the ongoing review may identify errors or control deficiencies in the Company’s ~~common~~accounting ~~stock~~practices, ~~issued~~the likelihood that the control deficiencies identified or ~~issuable~~that may be identified in the future will result in additional material weaknesses in the Company’s internal control over financial reporting, the possibility that the Company is unable to itregain ~~under~~compliance with, or thereafter continue to comply with, the ~~Transaction~~Listing ~~within~~Rules, 90or ~~days~~experience violations of ~~closing~~additional Listing Rules, the possibility that Nasdaq may deny the Company’s appeal and ~~have~~delist ~~such~~the ~~registration~~Company’s ~~statement~~securities ~~effective~~and ~~within~~other ~~120~~factors ~~days~~contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

The Note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the Note), is unsecured, and is generally required to be repaid 1/6th each month ($63,219.87/month for six months, and $12,698.59/month for the following two months), with such repayments beginning 4 months after the issue date (August 23, 2024). The Note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to $2.30/share subject to adjustment as provided in the Note (the “Conversion Price”). The Conversion Price shall be adjusted if an Event of Default (as such term is defined in the Note, and including any failure to pay monthly amortization payments as required by the Note) has occurred, in which case the Conversion Price shall mean the lesser of (i) 75% of $2.30/share (which percentage shall be reduced by 10% for each 30 calendar day period that passes after the Event of Default, but shall not be reduced lower than 50%), or (ii) 90% of the lowest VWAP (as defined in the Note) on any Trading Day (as defined in the Note) during the 5 Trading Days prior to the conversion date (which percentage shall be reduced to 87.5% if the Company has failed to make a required monthly amortization payment); provided, however, that the holders may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally, the holders are entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion, provided that the gross conversion amount in that conversion is at least $25,000.SIGNATURES

~~The~~Pursuant ~~Warrants~~to ~~have~~the arequirements ~~5-year~~of ~~term,~~the ~~are~~Securities ~~exercisable~~Exchange onAct aof ~~cashless basis~~1934, ~~and~~the ~~have~~registrant anhas ~~exercise~~duly ~~price~~caused ofthis ~~$2.30,~~report ~~subject~~ to ~~adjustment~~be assigned ~~provided~~on inits behalf by the ~~Warrants~~undersigned, hereunder duly authorized.

The foregoing descriptions of the SPA, RRA, Note, and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1-10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

	HEMPACCO CO., INC.

Dated: July 5, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~3

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note and Warrants were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuances did not involve a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated April 23, 2024, entered into between the Company and Mast Hill *
10.2		Registration Rights Agreement, dated April 23, 2024, entered into between the Company and Mast Hill *
10.3		Promissory Note, dated April 23, 2024, by the Company to Mast Hill *
10.4		Common Stock Purchase Warrant, dated April 23, 2024, by the Company to Mast Hill *
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Filed herewith.

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, hereunder duly authorized.

	HEMPACCO CO., INC.
Dated: April 30, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

Filing Compare · Hempacco Co., Inc.