UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~May 2910, ~~2018~~2019

NOTIS GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~000-54928~~	30000-~~0893689~~54928		30-0893689
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification~~ Number)		(IRS Employer Identification No.)

1715 Highway 35 North, Suite 101

Middletown, New Jersey 07748

(Address of principal executive offices), (including zip code)

Registrant’s telephone number, including area code: (800) 762-1452

~~(Registrant’s telephone number, including area code)~~N/A

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

☐Check the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant under ~~Act~~any ~~(17~~of ~~CFR~~the ~~230.425)~~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))

☐Indicate by ~~Pre-commencement~~check ~~communications~~mark ~~pursuant~~whether tothe registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14d~~12b-2(b of this chapter)).

☐Emerging growth ~~Pre-commencement~~company ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~[X]

~~Section~~If 1an –emerging ~~Registrant’s~~growth ~~Business~~company, ~~and~~indicate ~~Operations~~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~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement~~the Act: None.

~~Effective~~Item as of March 12, 2018, The AEON Group, LLC, a Delaware limited liability company (“AEON”), EWSD I, LLC, a wholly-owned subsidiary of ours (“EWSD”), and we entered into an Investment and Royalty Agreement (the “I & R Agreement”), pursuant to which AEON committed to use its best efforts to invest up to$1~~,000,000~~.~~00 in us (the “Investment “)~~01. ~~As of~~Entry ~~the~~into date of this Current Report, AEON has invested $500,000.00. We intend to use the Investment to grow and harvest 100 acres of industrial hemp at our operations in Pueblo, Colorado (our “Pueblo Farm”), from March 1, 2018 through November 30, 2019 (our “2018-2019 Crop”), and, thereafter, in the processing and marketing our products. For accounting purposes, we will account for and characterize the Investment as debt. However, none of the parties to the I & R Agreement intends that the Investment is a ~~loan~~Material inDefinitive the traditional sense, as AEON’s return, if any, on the Investment is to be accomplished through its potential receipt of periodic payments from us (the “Royalties”), which are to be calculated as a percentage of our Gross Sales (as discussed below) of our 2018-2019 Crop (as discussed below)Agreement.

~~The~~Partner Royalties are to be an amount equal to 50% of our Gross Sales of our 2018-2019 Crop until AEON has received Royalties in an amount equivalent to the amount of the Investment. Thereafter, and until the Gross Sales of our 2018-2019 Crop are equal to $10,000,000, the percentage rate of payment of Royalties shall be reduced to an amount equal to 20% of Gross Sales of our 2018-2019 Crop and, thereafter, to an amount equal to 10% of the Gross Sales of our 2018-2019 Crop. “Gross Sales” means the actual revenues received by us that result from all sales made by us of industrial hemp from our 2018-2019 Crop, net of all taxes related thereto (with the exceptions of real property taxes related to our Pueblo Farm ~~on which the industrial hemp was grown and of our income taxes), discounts, credits, promotional charges or fees, returns, and charge-backs.~~Agreement

WeOn ~~also~~May ~~agreed~~10, ~~that~~2019, atNotis ~~such~~Global, ~~time~~Inc., asa weNevada ~~become~~company ~~legally~~(the ~~permitted~~“Registrant”) ~~under~~through ~~federal~~its ~~and~~subsidiary, ~~state~~EWSD ~~securities~~I, ~~laws~~LLC tod/b/a ~~issue~~Shi Farms, ~~shares~~a ofDelaware ~~our~~company ~~common~~(together with the Registrant, the “Company”) entered into a partner farm agreement (the ~~stock~~“Partner Farm Agreement”) with Mile High Labs, weInc, ~~shall~~a ~~issue~~Colorado tocompany ~~AEON~~(“Mile ~~that~~High”). ~~number~~Pursuant ofto ~~our~~the Partner ~~shares~~Farm asAgreement, isthe ~~then~~Company ~~equivalent~~has agreed to ~~$100~~produce,~~000~~ sell and/or deliver certain dried hemp products (the “~~Shares~~Product”) to Mile High, and Mile High has agreed to purchase such Product from the Company and/or provide certain processing services (the “Processing Services”). ~~The~~Among ~~number~~other obligations, the Company has agreed to provide a physical location to perform ofsuch ~~Shares~~Processing ~~shall~~Services beon ~~based~~the ~~upon~~Company’s property (the ~~10-business~~“Property”), ~~day~~the ~~trailing~~infrastructure ~~VWAP~~necessary to access the Property and the construction of ~~our~~certain ~~common~~structures ~~stock~~for asthe purpose of conducting the ~~date~~Processing Services on ~~which~~the weProperty. Among ~~may~~other ~~first~~obligations, ~~issue~~Mile High is required to provide, transport and install all necessary equipment to operate the processing facilities located on the ~~Shares~~Property, subject to the terms and provisions therein. ~~Lastly,~~Mile weHigh has also ~~granted~~agreed to provide ~~AEON~~the aCompany with priority processing services for the Product specified in the Partner Farm Agreement, of up to twenty five~~-year~~ ~~right~~percent (25%) of ~~first~~the ~~negotiation~~production capacity of the processing facilities operated by Mile High on the Property. The Partner Farm Agreement will have an initial term of five (5) years and shall renew automatically thereafter for one (1) year increments and is terminable by either Mile High or the ~~“First~~Company ~~Right”~~upon sixty (60) indays’ written notice. The Company will receive 20% of all sales of the ~~event~~Product and Mile High will receive 80% of the sales price, subject to the payment schedule and terms attached ~~that~~thereto. weAdditionally, ~~seek~~the Company has agreed to ~~obtain~~indemnify ~~additional~~Mile ~~financing~~High ~~(whether~~against ~~debt~~actual incurred liability arising out of any third party claims of death, ~~equity~~injury or damage to property resulting from the Company’s breach of the agreement, breach of any representation or ~~otherwise)~~warranty, or any negligence or willful act or omission in ~~connection~~the ~~with~~production ~~future~~or ~~crops~~transfer ~~(including~~of ~~growing~~the Product. Mile High has agreed to indemnify the Company from any actual incurred liability arising out of any third party claim for death, ~~harvesting~~injury or damage to property resulting from the use of the Product based upon Processor’s material breach of the Partner Farm Agreement, or from negligent use or willful misuse of the processing, ~~extraction~~machinery on the Property. Mile High will not be responsible for any special, ~~and~~consequential ~~marketing~~or ~~thereof)~~punitive damages or lost profits arising out of a breach of the agreement. The indemnification responsibilities of the parties will survive any termination or expiration of the Partner Farm Agreement.

IfSupply AEON does not tender all of the Investment on or before May 31, 2018, then each of the above-described percentage numbers in respect of the Royalties shall be reduced to a number that is a pro rata percentage number. If, for example, the aggregate Investment remains at $500,000.00, then (i) the 50% Royalties percentage would be reduced to 25%, (ii) the 20% Royalties percentage would be reduced to 10%, and (iii) the 10% Royalties percentage would be reduced to 5%. Further, in the event that the above-referenced percentage numbers in respect of the Royalties are reduced, then the number of Shares otherwise to be issued to AEON would also be reduced on a pro rata basis. If, for example, the aggregate Investment remains at $500,000.00, then the equivalent value of the Shares to be issued would be reduced by 50% to $50,000.00. Finally, the First Right shall be void ab initio. Agreement

~~Item~~In 1connection with, and pursuant to, the Partner Farm Agreement, the Company also entered into a supply agreement, dated May 10, 2019 (the “Supply Agreement” and together with the Partner Farm Agreement, the “Agreements,” and each, an “Agreement”), with Mile High, whereby the Company will produce and sell to Mile High, and Mile High will purchase and accept from the Company the Products enumerated in the Agreements in quantities specified in the Agreements and by Mile High from time-to-time.02 ~~Termination~~Pursuant to the Supply Agreement, following the processing of the Product, the Company and Mile High have agreed, among other things, to sell the finished Product as partners and to co-brand the finished Product with both the Company’s and Mile High’s name and logo. Should Mile High establish a ~~Material~~cooperative ~~Definitive~~advertising and promotional program, the Company will be required to pay a co-op fee equal to 3% of the amount of the purchase order from Mile High. The initial term of the Supply Agreement is five (5) years and shall renew automatically for one (1) year increments thereafter unless earlier terminated in writing by either Mile High or the Company upon sixty (60) days’ written notice. The Company has agreed to indemnify Mile high against any actual incurred liability arising out of any third party claim resulting from farming and the Company’s own marketing and sales of the Product. Mile High has agreed to indemnify the Company against any actual incurred liability arising out of any third party claims resulting from production or its own marketing and sales of the Product. Such indemnification provisions will survive any termination or expiration of the Supply Agreement.

OnThe ~~May~~Agreements ~~31,~~may ~~2017,~~be weterminated ~~disclosed~~by ~~that~~either ~~we,~~party ~~and~~if ~~two~~the ofnon-terminating ~~our subsidiaries~~party, ~~EWSD~~(a) becomes insolvent, ~~and~~or ~~Pueblo~~(b) ~~Agriculture~~upon ~~Supply~~the ~~and~~material breach ~~Equipment~~by ~~LLC,~~a ~~and~~party ~~Trava LLC,~~in athe ~~Florida~~performance ~~limited~~or ~~liability~~observance ~~company~~of ~~that~~any ~~had~~material ~~lent~~provision ~~various~~that ~~sums~~is tonot usresolved within sixty (~~“Trava”~~60), ~~had~~days. ~~entered~~Upon termination ~~into~~of aeither ~~Management Services~~of ~~Agreement (~~the ~~“MS~~Agreements, ~~Agreement”)~~the interminating ~~respect~~party ~~the~~will ~~Pueblo~~be ~~Farm.~~released ~~After~~from ~~having~~all ~~earlier~~obligations ~~modified~~and ~~the~~duties MSunder ~~Agreement~~such ~~through~~breached Agreement. Additionally, in the ~~provisions~~event of ~~the~~a ~~on-going~~termination ~~monthly~~of ~~funding~~the ~~provided~~Partner byFarm ~~Trava~~Agreement, (the ~~“Modification”;~~processing ~~see~~facility ~~discussion below),~~will ~~effective~~remain asaccessible for a reasonable period of ~~January~~time ~~29,~~to ~~2018,~~allow ~~Trava~~Mile ~~and~~High weto ~~entered~~remove ~~into~~all anequipment ~~agreement~~and tomaterials ~~terminate~~from the ~~relationship~~Property, subject ~~among~~to usthe (terms and provisions of the ~~“Termination Agreement”)~~Agreements.

~~Prior~~The toforegoing ~~its~~descriptions ~~termination, the MS Agreement was for a 36-month term with two consecutive 12-month unilateral options exercisable in the sole discretion~~ of ~~Trava.~~each ~~Pursuant to the provisions~~ of the MSAgreements ~~Agreement,~~are ~~Trava~~qualified ~~was~~in totheir ~~collect~~entirety ~~all revenue generated~~ by ~~the~~ ~~Pueblo~~reference ~~Farm operations. Further, Trava was~~ to ~~satisfy~~the ~~all~~complete ~~of our Pueblo Farm-related past due expenses and, subject to~~text ~~certain limitations, to pay all current and future operational expenses~~ of the ~~Pueblo~~Partner Farm ~~operations.~~Agreement ~~Finally, commencing October 2017, Trava was obligated to make the monthly mortgage payments on the Pueblo Farm, although we remained responsible for any~~ and ~~all “balloon payments” due under~~ the ~~mortgage.~~Supply ~~On a cumulative calendar monthly cash-on-cash basis~~Agreement, ~~Trava~~ ~~was~~as ~~obligated to tender to us or~~applicable, atwhich ~~our option, to either or both of our subsidiaries, an amount equivalent to 51% of~~ the ~~net~~Company ~~cash~~intends ~~for each such calendar month. Such monthly payments were~~ to befile onas ~~the~~exhibits 10th calendar day following the end of a calendar month for which such tender is required. Assuming Trava exercised each option, it also had the right, but not the obligation, under certain circumstance to ~~purchase~~ the ~~Pueblo~~Company’s ~~Farm~~next ~~operation~~periodic ~~from us at the expiration of the fifth year~~report.

As a result of the Termination Agreement, the contingent purchase option has been terminated in full and (i) Trava has no further financial obligations to us and no longer has any right to 49% of the monthly net cash generated by the Pueblo Farm operations and (ii) we no longer have any MS Agreement-mandated financial obligations to Trava other than to repay the loans made to us (see a discussion of the Modification, below) and, in lieu of any compensation or reimbursement that otherwise could have been tendered between us, we agreed that, on or before March 31, 2019, we will tender to Trava $250,000.00 (the “In Lieu Funds”). If it turns out that the operation of 12 acres of cultivation the Pueblo Farm in connection with the 2018 harvest season generates revenue in excess of an agreed-upon sum, then the In Lieu Funds due and payable to Trava will be increased by 49% of such excess.SIGNATURE

The Modification provided that, if Trava were to convert, in whole or in part, any one or more of our promissory notes in its favor into shares of our common stock, then, except for certain specific situations, Trava becomes obligated to continue to exercise its conversion rights in respect of those notes (subject to the 4.9% limitations set forth therein) and diligently to sell the underlying conversion in open market or other transactions (subject to any limitations imposed by the Federal securities laws and any “leak-out” type of arrangements in respect of the those shares to which Trava is then a party). That Modification is still in full force and effect, as it was included in substantially all of our promissory notes in favor of Trava.

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.

	NOTIS GLOBAL, INC.
Dated: May 15, 2018	By:	/s/ Ned Siegel
	Name:	Ned Siegel
	Title:	Executive Chairman

Dated: May 16, 2019

	NOTIS GLOBAL, INC.

	By:	/s/ Ned L. Siegel
	Name:	Ned L. Siegel
	Title:	Executive Chairman (Principal Executive Officer)

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