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): ~~June 24~~July 29, 2022

Diego Pellicer Worldwide, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-55815		33-1223037
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6160 Plumas Street, Reno, Nevada 89519

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (516) 900-3799

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 DFR 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 ~~None~~N/A ~~None~~N/A ~~None~~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 ☐

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.

~~Item~~On 4July 29, 2022 (the “Issue Date”), Diego Pellicer Worldwide, Inc.01 ~~Changes~~(the In“Company”) ~~Registrant’s~~entered ~~Certifying~~into ~~Accountant~~a securities purchase agreement (the “Purchase Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a promissory note (the “Note”) from the Company in the aggregate principal amount of $165,000. The transaction contemplated by the Purchase Agreement closed on August 3, 2022. The Company intends to use the net proceeds ($160,000) from the Note for general working capital purposes.

The maturity date of the Note is July 29, 2023 (the “Maturity Date”). The Note shall bear interest at a rate of 8% per annum. Principal payments shall be made in ten (10) ~~Dismissal~~ installments each in the amount of US$17,800 commencing on the ninetieth (90th) day anniversary following the Issue Date and continuing thereafter each thirty (30) days for ten (10) months. Notwithstanding the forgoing, the final payment of ~~Independent~~principal ~~Registered~~and ~~Public~~interest ~~Accounting~~shall ~~Firm~~be due on the Maturity Date.

OnIn the ~~June~~event ~~24,~~of ~~2022~~a default, ~~Diego~~GS ~~Pellicer~~Capital ~~Worldwide,~~has ~~Inc~~the option to convert all or any amount of the principal face amount of the Note at the then-applicable conversion price. (The conversion price for the ~~“Company”)~~Note ~~notified~~shall ~~Macias~~be ~~Gini~~equal &to ~~O’Connell~~the ~~LLP~~Variable Conversion Price (~~“Macias Gini”~~as defined herein) ~~that~~(subject itto ~~was~~equitable adjustments ~~being~~for ~~dismissed~~stock assplits, stock dividends or rights offerings by the Company relating to the Company’s ~~independent~~securities ~~registered~~or ~~public~~the ~~accounting~~securities of ~~firm~~any ~~effective~~subsidiary onof ~~June~~the 24Company, ~~2022~~combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The ~~decision~~“Variable toConversion ~~dismiss~~Price” ~~Macias~~shall ~~Gini~~mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the average of the lowest three (3) trading prices for the Common Stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. Notwithstanding the foregoing, GS Capital shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s ~~independent~~common ~~registered~~stock ~~public~~beneficially owned ~~accounting~~by ~~firm~~GS ~~was~~Capital ~~approved~~and byits affiliates, exceeds 4.99% of the outstanding shares of the Company’s ~~board~~ ofcommon ~~directors~~stock. (The Note may be prepaid by the ~~“Board”)~~Company.

~~During~~Pursuant to the ~~years~~terms ~~ended~~of ~~December~~the 31Purchase Agreement, ~~2021~~the ~~and~~Company ~~2020~~paid ~~and~~GS ~~the~~Capital’s ~~subsequent~~legal ~~interim~~fees ~~period~~in ~~through~~the ~~June~~aggregate ~~24,~~amount ~~2022~~of $5,000. ~~there~~The ~~were~~Note ~~no: (1) disagreements with~~also ~~Macias~~contains ~~Gini~~an onoriginal ~~any~~issue ~~matter~~discount of ~~accounting principles or practices~~$5,000. The ~~financial~~Company ~~statement~~will ~~disclosure,~~also orissue ~~auditing scope or procedures~~4, ~~which disagreements~~500,000 ifshares ~~not~~of ~~resolved~~the toCompany’s ~~their~~common ~~satisfaction,~~stock ~~would have caused them~~ to GS ~~make~~Capital ~~reference~~as inadditional ~~connection~~consideration ~~with~~for ~~their opinion to~~ the ~~subject~~ ~~matter~~purchase of the ~~disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K~~Note.

The ~~Company~~Note ~~provided~~contains ~~Macias~~certain ~~Gini~~events ~~with~~of ~~the~~default, ~~disclosures~~as ~~under~~well ~~this~~as ~~Item~~certain ~~4.01~~customary events of ~~Form~~default, ~~8-K~~including, ~~and~~among ~~requested~~others, ~~Macias~~breach ~~Gini~~of ~~to furnish the Company with~~covenants, arepresentations ~~letter~~or ~~addressed~~warranties, toinsolvency, ~~the~~bankruptcy, ~~Securities~~liquidation and ~~Exchange~~failure ~~Commission~~by ~~stating~~the ~~whether~~Company itto ~~agrees~~pay ~~with~~ the ~~statements~~principal ~~made~~and byinterest ~~the~~due ~~Company in this~~under ~~Item~~the 4Note.01 ofUpon ~~Form~~the ~~8-K~~occurrence and, ifduring ~~not, stating~~ the ~~respects~~continuation inof ~~which~~default, itCompany ~~does~~will ~~not~~be ~~agree.~~obligated ~~Macias~~for ~~Gini’s~~further ~~letter,~~payments/interest ~~dated~~to ~~June~~GS 28Capital, ~~2022, is~~ ~~filed~~dependent ason ~~Exhibit~~the ~~16.1~~nature toof ~~this~~the ~~Current Report on Form 8-K.~~default

The Note was issued, and any shares to be issued pursuant to any conversion of the Note shall be issued, in a private placement in reliance upon an exemption from registration provided by Section 4(ba) ~~Appointment~~ (2) of ~~New~~the ~~Independent~~Securities ~~Registered~~Act ~~Public~~and/or ~~Accounting~~Regulation ~~Firm~~D promulgated thereunder.

OnThe ~~June~~foregoing ~~24,~~description ~~2022, the Board approved the appointment~~ of ~~BF Borgers CPA PC (“Borgers”) as~~ the ~~Company’s~~Note ~~new~~and ~~independent registered public accounting firm for~~ the ~~fiscal~~Purchase ~~year~~Agreement ~~ending~~does ~~December~~not ~~31,~~purport ~~2022,~~to ~~effective~~be ~~immediately. During~~complete ~~the Company’s two most recent fiscal years ended December 31, 2021~~ and ~~2020,~~is ~~and~~qualified ~~the~~in ~~subsequent~~their ~~interim~~entirety ~~periods,~~by ~~neither~~reference ~~the Company nor anyone acting on its behalf consulted with Borgers with respect~~ to: ~~(i)~~ the ~~application~~full oftext ~~accounting principles to a specified transaction, either completed or proposed, or the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company’s~~Purchase ~~consolidated financial~~Agreement ~~statements,~~ and ~~Borgers did not provide either a written report or oral advice to~~ the ~~Company~~Note, ~~that~~which ~~Borgers~~are ~~concluded~~filed ~~was an important factor considered by the Company in reaching a decision~~ as toExhibits ~~any~~4.1 ~~accounting~~and 10.1, ~~auditing~~respectively, orto ~~financial~~this ~~reporting~~Current ~~issue, or (ii)~~Report ~~(a)~~on ~~any~~Form ~~matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S~~8-K and ~~the~~are ~~related~~incorporated ~~instructions) or~~herein ~~(b)~~by ~~a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K~~reference.

Item 92.0103 Creation of Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement by a Registrant.

~~(d)~~The ~~Exhibits~~information set forth in Item 1.01 above is incorporated herein by reference.

Exhibit No.		Description
16.1		Letter of Consent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
4.1*		8% Promissory Note, dated July 29, 2022, issued by the Company to GS Capital Partners, LLC
10.1*		Securities Purchase Agreement, dated July 29, 2022, by and between the Company and GS Capital Partners, LLC
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 thereunto duly authorized.

	Diego Pellicer Worldwide, Inc.

	By:	/s/ Christopher D. Strachan
		Christopher D. Strachan Chief Financial Officer

Dated: ~~June~~ 29August 5, 2022

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