Item 8.01 Other Events.
On September 27, 2022, Shareholder Representative Services LLC (the "Plaintiff")
filed in the Connecticut Superior Court (the Court") an Application for
Modification of the Temporary Injunction Order, as amended, and as supplemented
on September 29, 2022 (the "Application") issued by the Court on September 13,
2022 against The Greenrose Holding Company Inc. (the "Company") (the "Court
Order") in response to the amended complaint filed by the Plaintiff on August 3,
2022, as previously reported in the Current Report on Form 8-K that the Company
has filed on August 5, 2022. The amended complaint, as did Plaintiff's initial
complaint disclosed in the Company's Current Report on Form 8-K of July 5, 2022,
generally alleges breach of contract, breach of the covenant of good faith and
fair dealing, and conversion with respect to the Agreement and Plan of Merger
effective as of March 12, 2021 and its Amendments 1 and 2 (collectively, the
"Merger Agreement") between the Plaintiff, as representative of the Selling
Securityholders of Theraplant (as defined in the Merger Agreement), and the
Company. The Court Order issued on September 13, 2022, modified the prior order
104.86 and ordered that that the Company, and its officers, employees and agents
be thereby restrained from disposing of, or voluntarily encumbering, except in
the ordinary course of business, assets received directly or indirectly from TPT
Holdings, LLC and/or Leafline Industries, LLC, until further order of the Court.
The order does not apply to shares of Leafline LLC. In the Application, the
Plaintiff seeks that the Court issue an order restraining and enjoining the
Company (1) from encumbering, disposing of or transferring assets, including all
assets in Connecticut (including all assets of Theraplant, its wholly owned
subsidiary, including Theraplant's bank accounts, facilities, and products or
crops) to anyone other than the Plaintiff pending further order of the Court;
(2) from engaging the services of Messrs. Lynch and/or Bossidy, which the
Company previously disclosed on a Form 8-K dated and filed with the SEC on
September 22, 2022; (3) to take all steps necessary to enable the Plaintiff and
the Selling Securityholders to obtain the Greenrose shares of stock due them;
and (4) from engaging in any other activity that might affect the operation of
Theraplant or the ability of the Plaintiff to enforce any judgment it may obtain
in this matter. In supplemental Application filed in the Court on September 29,
2022, the Plaintiff added information regarding the litigation pending in
Arizona (reported below in this report) alleging that the pending litigation and
application for the appointment of a receiver in Arizona further demonstrate the
need to prevent the assets of the Company located in Connecticut from being
disbursed or pledged or in any way diminished or terminated. The Company intends
to continue to defend itself vigorously.
On September 26, 2022, Next Step Advisors, LLC, a Nevada limited liability
company doing business in Maricopa County, Arizona, M. Sipolt Marketing, LLC, an
Arizona limited liability company doing business in Maricopa County, Arizona,
Sabertooth Investments, LLC, a Delaware limited liability company doing business
in Maricopa County, Arizona, True Harvest, LLC, an Arizona limited liability
company doing business in Maricopa County, Arizona (each a "Plaintiff" and
collectively, the "Plaintiffs") filed in the Superior Court of the State of
Arizona in and for the County of Maricopa a complaint (the "Complaint") against
True Harvest Holdings, Inc. and The Greenrose Holding Company Inc. f/k/a
Greenrose Acquisition Corp. (each a "Defendant" and collectively, the
"Defendants" (as defied in the Complaint) and, for the purposes of this report,
collectively, the "Company") seeking monetary damages and such other and further
relief as the Court might order. The Complaint generally alleges (i) breach of
contract with respect to each Plaintiff pursuant to the promissory note between
such Plaintiff and the Company, (ii) need for protection of Plaintiffs'
interests in the light of the Company's financial condition and the Plaintiffs'
belief that the Company is insolvent, and (iii) a need for a receiver over
Defendants to protect and preserve Plaintiffs' interests with respect to
Defendants. The Company intends to defend itself vigorously.
The information in Item 8.01 of this Current Report on Form 8-K, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section or
Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained in Item 8.01 of this Current Report on Form 8-K, shall not
be incorporated by reference into any filing with the U.S. Securities and
Exchange Commission made by the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing, except
as expressly set forth by specific reference in such a filing. The furnishing of
this information hereby shall not be deemed an admission as to the materiality
of any such information.
1
© Edgar Online, source Glimpses
THE GREENROSE HOLDING COMPANY INC. 
