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

~~September~~November 817, 2020

Date of Report (Date of earliest event reported)

EVIO, Inc.

(Exact name of registrant as specified in its charter)

Colorado

000-12350

47-1890509

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2654 W. Horizon Ridge Parkway, Ste B5-208

Henderson, NV

89052

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (702) 748-9944

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 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
N/A		N/A		N/A

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 [X]

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 1.01 Entry into a Material Definitive Agreement.

On or about ~~September~~November 817, 2020, the company entered into a ~~Contribution~~Settlement ~~Exchange~~ Agreement ~~with~~and ~~Steep~~Mutual ~~Hill,~~General ~~Inc.~~Release Aswith aMC ~~result~~CRE ~~of the transaction~~Investments, ~~EVIO Inc~~ LLC.; ~~and~~pertaining ~~Steep~~to ~~Hill~~the ~~Inc,~~lease ~~will~~for ~~jointly~~real ~~operate~~property aat ~~medical~~72-895 ~~and~~Fred ~~adult~~Waring ~~use~~Drive, ~~cannabis~~Palm ~~testing and analytical testing laboratory at 2448 Sixth Street~~Desert, ~~Berkeley,~~ CA ~~94710~~92260. The ~~joint~~Settlement ~~venture~~Agreement ~~company C3 Labs, LLC, was previously a wholly owned subsidiary~~and Stipulation of ~~EVIO~~Judgement ~~Inc.~~settles ~~Under terms of~~ the ~~Agreement,~~complaint ~~Steep~~filed ~~Hill~~by ~~will~~MC ~~contribute~~CRE ~~specific~~with ~~assets~~the toRiverside C3County ~~Labs~~Superior ~~for~~Court; ~~161,429~~Case ~~Class~~Number ~~A Units constituting~~PSC2000978 ~~a 49% percent interest~~ of C3which ~~Labs.~~the C3Request ~~Labs~~for isDismissal ~~willing~~has tobeen ~~assume~~filed ~~from Steep Hill certain assumed liabilities all upon the terms~~ and ~~subject~~accepted towith the ~~conditions set forth in the Contribution and Exchange Agreement~~Court.

~~Under~~The ~~the~~agreement ~~transaction,~~stipulates C3a ~~Labs~~full ~~will acquire~~ and ~~Steep~~settlement ~~Hill~~of ~~will~~all ~~contribute~~matters between the ~~tangible~~Parties, ~~personal~~Defendants, ~~property~~jointly toand ~~the~~severally, ~~extent~~will ~~used~~pay ~~by Steep~~Plaintiff ~~Hill in~~ the ~~conduct~~total sum of ~~the~~sum ~~business~~of ~~(exclusive~~Two ofHundred ~~the~~and ~~Steep~~Twenty-Eight ~~Hill~~Thousand ~~licensing~~Dollars ~~business)~~($228,000.00) ~~including~~(“Settlement ~~the~~Sum”). ~~equipment,~~The ~~inventory, receivables~~Settlement ~~and~~Sum ~~other~~may ~~tangible~~be ~~property;~~satisfied ~~all~~in ~~rights~~full inby ~~respect~~Defendants making payment of the ~~Leased~~following ~~property~~sums attotaling ~~2448 Sixth Street~~$148,337.75 ~~Berkeley,~~as CAset ~~94710~~forth ~~the~~herein; ~~rights~~first ofdown ~~Steep~~payment ~~Hill~~of ~~under~~$2,500, ~~the~~remaining ~~material~~down ~~contracts~~payment toof ~~the~~$21,837.75 ~~extent~~paid ~~relating~~by toJanuary ~~the~~1, ~~Business~~2021, ~~(to~~and ~~the~~35 ~~extent~~equal ~~such~~payments ~~contracts~~of ~~are~~$3,500 ~~transferable);~~commencing ~~all~~February ~~licenses~~1, ~~permits~~2021, and ~~agreements~~a ~~relating~~35th topayment ~~the~~of ~~Business~~$1,500.

InShould ~~conjunction~~the ~~with~~Company fail to pay the ~~Contribution~~sums ~~Exchange~~set ~~Agreement~~forth above, ~~Steep~~or ~~Hill~~any ~~Inc.~~portion ~~has~~thereof ~~entered~~when ~~into~~due, said failure shall constitute a ~~promissory~~default ~~note~~Defendants’ obligations tohereunder ~~pay~~(“Default”). C3In ~~Labs,~~the ~~LLC~~event of such Default, Plaintiff shall give Defendants notice via email ~~$320,000~~“Notice of Default”. ~~The~~After ~~funds~~notice ~~are~~is ~~due~~given, ~~within~~Defendants 90shall have five (5) calendar days ~~and~~within ~~accrue~~which anto ~~annualized~~cure ~~interest~~the Default ~~rate~~by delivering to Plaintiff the outstanding payment due as of 1the date of the Notice of Default.~~49.~~ IfAcceptance ~~Steep~~of ~~Hill~~a ~~fails~~late payment shall not constitute a waiver nor in any way prejudice Plaintiff’s right to ~~pay~~receive C3and ~~Labs,~~demand timely payments thereafter. ~~LLC~~Should Defendants fail to cure the ~~funds,~~default ~~Steep~~with ~~Hill~~five ~~has~~(5) ~~pledged~~calendar ~~its~~days ~~ownership~~of the date of ~~129~~Plaintiff’s Notice of Default,~~143~~ ~~Class~~Plaintiff may Aenter ~~Units~~judgment ofagainst C3Defendants, ~~Labs.~~jointly ~~Which~~and ~~reduce~~severally, ~~their~~in ~~overall~~the ~~ownership~~total amount of Two Hundred and Twenty-Eight Thousand Dollars ~~from~~($228,000) ~~49%~~less credit for any payments made, pursuant to ~~effectively~~the 9terms of the Stipulation for Entry of Judgment.~~8%.~~

In consideration of the execution of the Contribution Exchange Agreement, C3 Labs LLC has entered into a license agreement with Steep Hill, Inc which includes a Technology License Grant and Service Mark License Grant. The license agreement will be based on 5% of the testing services performed by the C3 Labs LLC. Upon approval of the BCC and local authorities, C3 Labs, LLC will operate at Steep Hill California.

Item 7.01 Regulation FD Disclosure.

In conjunction with the California Cannabis Rules, cannabis licenses are no transferable between addresses. As such, Steep Hill, Inc. when they relocated to 2448 Sixth Street, had initiated the process to obtain a new license from the Bureau of Cannabis Control “BCC”. At this time, that license application is still pending with the BCC. EVIO and C3 Labs will take the lead on completing the application with the BCC. There is no standard time for issuance of the license from the BCC.

Item 8.01 Other Events

InOn ~~conjunction~~November ~~with~~19, 2020, the ~~initial~~Oregon ~~Membership~~Liquor ~~Interest~~Control ~~Purchase~~Commission ~~Agreement~~“OLCC” ~~with~~accepted ~~Green~~a ~~Analytics~~Stipulated toSettlement ~~sell~~Agreement ~~49%~~in regards to accusations of ~~Viridis~~administrative ~~Analytics,~~and MAprocedural violations at Smith Scientific Industries, ~~subject~~ tod/b/a ~~approval~~EVIO ofLabs ~~the~~Medford. ~~Massachusetts~~The ~~Cannabis~~decision to ~~Control~~surrender ~~Commission,~~follows ~~the~~an ~~MIPA~~ongoing ~~has~~investigation ~~been~~by ~~revised~~the toOLCC ~~sell~~for ~~100%~~inadequate tracking of ~~Viridis~~test ~~Analytics, MA~~sample towaste. ~~Green~~The ~~Analytics~~company has until January 31, ~~subject~~2021, to ~~approval~~transfer of the ~~Massachusetts~~license ~~Cannabis~~or ~~Control~~suspend ~~Commission~~operations at this location. ~~Green~~Prior ~~Analytics~~to ~~will~~this ~~assume~~date, ~~certain~~all customer accounts will ~~debts~~be ~~and~~transferred ~~obligations~~to ofthe ~~Viridis~~company’s ~~Analytics.~~locations ~~Green~~in ~~Analytics~~Tigard, isOregon, ~~currently~~and ~~paying~~service ~~all~~will ~~on-going~~be ~~obligations~~uninterrupted. ofHemp ~~Viridis~~and ~~Analytics, with~~CBD ~~certain~~testing ~~obligations,~~will also ~~such~~continue aswithout ~~rent~~interruption. ~~and~~While ~~insurance~~we ~~being~~are ~~off-set~~displeased ~~from~~with the ~~purchase~~decision ~~price.~~of ~~Upon~~ the ~~approval~~OLCC, ofwith the MAongoing ~~CCC~~COVID crisis, ~~will~~unstable apolitical ~~final~~climate, ~~outstanding~~dispersing ~~amount~~of ~~due~~this lab location, will continue to allow EVIO ~~Inc~~to ~~will~~continue beits ~~finalized~~focus on profitable Cannabis, CBD and Hemp Testing.

Forward-Looking Statements

Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

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.

	EVIO, INC.,
Date: September 14, 2020	By:	/s/ William Waldrop
Date: November 23, 2020	By:	/s/ William Waldrop
		William Waldrop
		Chief Executive Officer

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