Farmhouse, Inc. Reports Material Agreements & Officer Changes

TL;DR

Farmhouse Inc. filed an 8-K detailing new deals, stock sales, and exec changes. Keep an eye on this one.

AI Summary

Farmhouse, Inc. filed an 8-K on September 16, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers. The filing also covers submission of matters to a vote of security holders and shareholder nominations. The company's principal executive offices are located at 1355 Market St. Ste 488, San Francisco, CA 94103.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in directors/officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• Farmhouse, Inc. (company) — Registrant
• 0001551163-24-000036 (document_id) — Accession Number
• September 10, 2024 (date) — Date of earliest event reported
• September 16, 2024 (date) — Date of Report
• 1355 Market St. Ste 488, San Francisco, CA 94103 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $5 million — a financing agreement to raise between $5 million and $10 million, with 80% of the procee
• $10 m — reement to raise between $5 million and $10 million, with 80% of the proceeds allocat
• $0.75 m — es or provide financial compensation. A $0.75 minimum share price is set as the floor f
• $108,000 — s will receive an annual base salary of $108,000, with an option to defer a portion of t
• $75,000 — t stipulated that the equity deposit of $75,000 would be issued in shares of Farmhouse
• $0 — parties agreed to a price per share of $0.40, and accordingly, Farmhouse issued 1
• $0.1396 — es of common stock on July 6, 2024, was $0.1396 per share, or $26,175 in total. On Sep
• $26,175 — July 6, 2024, was $0.1396 per share, or $26,175 in total. On September 10, 2024, Farmh

Filing Documents

• 8k.htm (8-K) — 38KB
• 10.1shareexchangeagreement.htm (EX-10) — 178KB
• 10.2earnoutagreement.htm (EX-10) — 32KB
• 10.3votingagreement.htm (EX-10) — 34KB
• 10.4investorsrightsagreement.htm (EX-10) — 61KB
• 10.5exemplyagmt.htm (EX-10) — 71KB
• 10.6rsaagreement.htm (EX-10) — 55KB
• 99newsrelease.htm (EX-99) — 10KB
• 0001551163-24-000036.txt ( ) — 480KB

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. Share Exchange Agreement On September 10, 2024, Farmhouse, Inc. ("Farmhouse") entered into a Share Exchange Agreement (the "SEA") with Thrown, LLC ("Thrown") and its members. Under the SEA, attached hereto as Exhibit 10.1 , Farmhouse will acquire all membership interests of Thrown in exchange for 5,130,000 newly issued shares of Farmhouse common stock. This represents approximately 25% of Farmhouse's total issued and outstanding shares following the closing of the transaction. As part of the SEA, Thrown's management team, including key executives, will continue to operate the business under Farmhouse's ownership. The transaction also includes an Earnout Agreement that provides performance-based incentives, a Voting Agreement that outlines provisions concerning the voting rights related to Farmhouse's board composition and matters surrounding the SEA, and an Investor Rights and Management Agreement that will govern future operations and establish ongoing governance structures. The transaction is subject to customary closing conditions, including Farmhouse entering into a financing agreement to raise between $5 million and $10 million, with 80% of the proceeds allocated to Thrown for working capital purposes. Additionally, the transaction is structured to qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code. On September 12, 2024, Farmhouse issued a news release announcing the execution of the SEA, which is attached hereto as Exhibit 99.1 . Earnout Agreement On September 10, 2024, as part of the SEA, Farmhouse entered into an Earnout Agreement with Thrown and its members. The Earnout Agreement, attached as Exhibit 10.2 , establishes performance-based incentives, allowing Thrown's management to earn additional compensation based on achieving specific financial and operational milestones post-closing. Should Thrown meet the established targets, Farmhouse will issue additional s

02 – Unregistered Sales of Equity Securities

Item 3.02 – Unregistered Sales of Equity Securities. On July 6, 2024, Farmhouse and Thrown executed an Amendment to the Memorandum of Understanding ("Amendment") to clarify the terms of the equity deposit. The Amendment stipulated that the equity deposit of $75,000 would be issued in shares of Farmhouse common stock based on the price per share of Farmhouse's stock "then in effect as of the Effective Date." Under the Amendment, the parties agreed to a price per share of $0.40, and accordingly, Farmhouse issued 187,500 shares of its common stock to Thrown as the equity deposit valued at $75,000, as provided in the MOU. The fair market value of the Farmhouse shares of common stock on July 6, 2024, was $0.1396 per share, or $26,175 in total. On September 10, 2024, Farmhouse entered into the SEA with Thrown and its members. Pursuant to the SEA, Farmhouse acquired all membership interests of Thrown in exchange for 5,130,000 newly issued shares of Farmhouse common stock, representing approximately 25% of Farmhouse's total issued and outstanding shares post-closing. As previously stated, Farmhouse issued 187,500 shares of its common stock to Thrown on July 6, 2024, and those shares will be included in the total shares issued pursuant to the SEA. Accordingly, on September 10, 2024, Farmhouse issued the remaining 4,942,500 shares of Farmhouse common stock to the members of Thrown. The issuance of the shares of Farmhouse common stock described above was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve any public offering. SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 13, 2023, Farmhouse announced that Mr. Scott Bosick, a member of the Board of Directors, tendered his resignation from the Board,

07 – Submission of Matters to a Vote of Security Holders

Item 5.07 – Submission of Matters to a Vote of Security Holders. On September 10, 2024, holders of approximately 52.7% of the voting power of Farmhouse, Inc. approved via written consent the following agreements: the Share Exchange Agreement, Earnout Agreement, Voting Agreement, Investor Rights and Management Agreement, and Executive Employment Agreements with Thrown, LLC and its members, including key executives T-Pain (CEO), Jason Tucker (President), and Melissa Tucker (COO). These approvals were made in accordance with Farmhouse's bylaws and Nevada law.

08 – Shareholder Director Nominations

Item 5.08 – Shareholder Director Nominations. As a condition to the closing of the SEA between Farmhouse and Thrown, the Farmhouse Board will appoint two additional directors to the Board, effective upon the Closing Date. The appointed directors will include a nominee from Thrown and a nominee from Farmhouse, as detailed in Section 5.1(h) of the agreement. Upon the closing, FMHS's management will consist of the following individuals: Evan Horowitz, Chairman and CEO Michael Landau, Director Leslie Katz, Director Thrown Nominee, Director Farmhouse Nominee, Director Additionally, Farmhouse will have received letters from its current officers and directors, effective upon the Closing Date, confirming that they have no claims against Farmhouse related to any outstanding remuneration or fees. SECTION 7 - REGULATION FD

01 – Regulation FD Disclosure

Item 7.01 – Regulation FD Disclosure. On September 12, 2024, Farmhouse issued a news release announcing the execution of the SEA, which is attached hereto as Exhibit 99.1 . The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed incorporated by reference into any of the Company's reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by 6 reference into this Item 7.01, shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K. Exhibit Number Description 10.1 Share Exchange Agreement, dated September 10, 2024, by and among Farmhouse and Thrown, and the members of Thrown named therein. 10.2 Earnout Agreement, dated September 10, 2024, by and among Farmhouse and Thrown, and the members of Thrown named therein. 10.3 The Voting Agreement, dated September 10, 2024, with certain shareholders (the "Stockholders") of Farmhouse. 10.4 Investor Rights and Management Agreement, dated September 10, 2024, by and among Farmhouse and Thrown, and the members of Thrown named therein, as well as certain Stockholders of Farmhouse. 10.5 The Executive Employment Agreements, dated September 10, 2024 by and among Thrown and T-pain, CEO, Jason Tucker, President and Melissa Tucker, COO (the "Executives". 10.6 Restricted Stock Award ("RSA") Agreement between Farmhouse and Ms. Leslie Katz dated October 13, 2023, for 200,000 shares of Farmhouse common stock, subject to vesting as set forth in the RSA. 99.1 Press Release issued by Farmhouse, Inc., dated September 12, 2024. 7

SIGNATURES

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. FARMHOUSE, INC. Date: September 16, 2024 By: /s/ Evan Horowitz EVAN HOROWITZ Chief Executive Officer, Director (Principal Executive Officer) 8

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View this 8-K filing on SEC EDGAR