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): ~~December~~March 3117, ~~2023~~2025

Veritas Farms, Inc.

(Exact name of registrant as specified in charter)

Nevada		333-210190		90-1254190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 E. Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 691-4367

(Former name or former address, if changed since last report)

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 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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Veritas Farms,” “we,” “us” and “our” refer to Veritas Farms, Inc. and its subsidiary.

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Credit~~On ~~Line~~March 12, 2025, the Board of Directors of the Company (“Board”) appointed Jeremy White, age 45, to serve as the Company’s Chief Executive Officer effective March 17, 2025. Prior to joining the Company, from 2021 to 2024, Mr. White was President of Four Sigmatic, a private wellness company developing and offering coffees, elixirs and supplements that focus on the functional benefits of mushrooms. Prior to joining Four Sigmatic, Mr. White was the COO/CFO for Belcampo Meat Company for several months in 2021. From 2016 to 2021, Mr. White served as CFO/COO for Country Archer Provisions. From 2014 to 2016 Mr. White served as the Senior Director Strategic Initiatives for MS International. Mr. White holds a Bachelor of Science degree in Economics from the University of Pennsylvania, Wharton School and a Bachelor of Arts in International Studies and Spanish degree from University of Pennsylvania.

OnThere ~~December~~are ~~31,~~no ~~2023,~~family ~~Veritas~~relationships ~~Farms,~~between ~~Inc~~Mr. ~~(the~~ ~~“Company”)~~White ~~issued~~and aany ~~secured~~other ~~convertible~~director ~~credit~~or ~~line~~executive ~~promissory~~officer note in the principal amount for up to $3,000,000 (the “December 2023 Secured Convertible Promissory Note”), to the Cornelis F. Wit Revocable Living Trust (the “Wit Trust”), a principal shareholder who holds securities of the Company. There ~~that~~are ~~constitute~~no aunderstandings ~~majority~~or ofarrangements ~~the~~between ~~voting securities of the Company~~Mr. ~~The~~White ~~December 2023~~and ~~Secured~~any ~~Convertible~~other ~~Promissory~~person ~~Note~~pursuant isto ~~secured by the Company’s assets and contains certain covenants and customary events of default, the occurrence of~~ which ~~could result in an acceleration of the December 2023 Secured Convertible Promissory Note~~Mr. ~~The~~White ~~December~~was ~~2023~~appointed ~~Secured Convertible Promissory Note is convertible~~ as ~~follows:~~Chief ~~aggregate~~Executive loaned principal and accrued interest under the December 2023 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of our common stock at a conversion price of $0Officer.~~02 per~~ ~~share~~Mr. ~~The~~White ~~Note~~has ~~will~~no ~~accrue~~direct ~~interest~~or onindirect ~~the~~material ~~aggregate amount loaned at a rate of 10% per annum. All unpaid principal,~~interest ~~together~~in ~~with~~ any ~~then~~transaction ~~unpaid~~required ~~and~~to ~~accrued~~be ~~interest~~disclosed ~~and other amounts payable under the December 2023 Secured Convertible Promissory Note, is due and payable if not converted~~ pursuant to ~~the~~Item ~~terms and conditions of the December 2023 Secured Convertible Promissory Note on the earlier of~~ 404(ia) ~~January 01, 2027, or (ii) following an event~~ of ~~default~~Regulation S-K.

~~The~~Employment foregoing summary of the December 2023 Secured Convertible Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the December 2023 Secured Convertible Promissory Note attached hereto as Exhibit 10.1.Agreements

~~Second~~On ~~Amendment~~March 17, 2025, the Company entered into an employment agreement with Jeremy White to ~~Previously~~serve ~~Issued~~as the Company’s Chief Executive Officer. The employment agreement is for an initial term of one (1) years commencing on March 17, 2025 and will automatically renew for successive one (1) year terms unless the employment ~~Outstanding~~agreement ~~Secured~~is ~~Convertible~~expressly ~~Promissory~~cancelled ~~Note~~by either Mr. White or the Company sixty (60) days prior to the end of the then current term. Under the terms of the employment agreement, Mr. White receives an annual base salary of $120,000, which may be increased from time to time with the approval of the Board. Subject to the Board’s determination, Mr. White will also be eligible to receive an incentive performance bonus based upon the Company’s performance with respect to applicable performance targets as determined by the Board. In addition, Mr. White is entitled to participate in the Company’s employee benefit plans and programs applicable to employees and executives. The employment agreement contains certain rights of Mr. White and the Company to terminate Mr. White’s employment, including a termination by the Company for “Cause” as defined in the employment agreement, and termination by Mr. White for “Good Reason” as defined in the employment The employment agreement contains customary non-compete, non-disclosure and non-solicitation provisions.

On December 31, 2023, the Company and the Wit Trust entered into an Second Amendment to Secured Convertible Promissory Note originally signed October 21, 2021, which was then amended and restated March 9, 2022, pursuant to which the Company and the Wit Trust amended the Secured Convertible Credit Line Promissory Note in order to extended the maturity date of the Secured Convertible Credit Line Promissory Note from October 1, 2024 to January 1, 2027.

The foregoing summary of the Second Amendment to Secured Convertible Promissory Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to Secured Convertible Promissory Note attached hereto as Exhibit 10.2.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the December 2023 Secured Convertible Promissory Note is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the December 2023 Secured Convertible Promissory Note is incorporated by reference into this Item 3.02. The December 2023 Secured Convertible Promissory Note issued to the investor was offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No		Description
10.1		~~Secured~~Employment ~~Convertible~~Agreement ~~Credit~~with ~~Line~~Jeremy ~~Promissory~~White ~~Note~~ dated ~~December~~March 3117, ~~2023 by and between Veritas Farms, Inc. and the Cornelis F. Wit Revocable Living Trust~~2025
10.2		Second Amendment to Secured Convertible Promissory Note dated December 31, 2023 by and between Veritas Farms, Inc. and the Cornelis F. Wit Revocable Living Trust
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: January 5, 2024	VERITAS FARMS, INC.
Dated: March 25, 2025	VERITAS FARMS, INC.
	By:	/s/ Thomas E. Vickers
		Thomas E. Vickers, Interim Chief Executive Officer
		Thomas E. Vickers, Chairman of the Board

Filing Compare · Veritas Farms, Inc.