UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

_____________________

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): August 914, 2024

Hempacco Co., Inc.

(Exact name of registrant as specified in its charter)

001-41487		83-4231457
(Commission File Number)		(IRS Employer Identification Number)

9925 Airway Road, San Diego, CA		92154
(Address of Principal Executive Offices)		(Zip Code)

(619) 779-0715

(Registrant’s telephone number, including area code)

N/A

(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 CFR240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each ~~Exchangeon~~Exchange on Which Registered
Common Stock, par value $0.001		HPCO		The Nasdaq Stock Market LLC

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. ☐

Item 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On August 914, 2024, Hempacco Co., Inc. (the ~~Board~~“Company”) ofreceived ~~Directors~~a written notice (the “~~Board~~Notice”) from the Listing Qualifications Department of ~~Hempacco~~The ~~Co.,~~Nasdaq ~~Inc.~~Stock ~~(the~~Market (“~~Company~~Nasdaq”) ~~appointed~~indicating ~~Paul~~that ~~Glavine~~the ~~and~~Company ~~Harrison~~no ~~Newlands~~longer asmeets ~~members~~the alternatives of ~~the~~stockholders’ ~~Board~~equity, market value of listed securities, or net income from continuing operations in Nasdaq’s listing rules (since the Company’s tomost ~~fill~~recent ~~two~~annual ~~vacancies~~report on Form 10-K reported a stockholder deficit instead of the ~~Board.~~minimum ~~Mr.~~required ~~Glavine~~stockholder ~~and~~equity), ~~Mr.~~that ~~Newlands~~this ~~are~~matter ~~both~~therefore ~~considered~~serves ~~“independent”~~as ~~directors~~an ~~under~~additional ~~relevant~~basis ~~SEC~~for ~~and~~delisting ~~Nasdaq~~the ~~rules~~Company’s securities from the Nasdaq, and ~~they~~that Nasdaq’s hearing panel will ~~each~~consider ~~serve~~this ~~with~~matter ~~Jerry~~in ~~Halamuda~~their ondecision regarding the Company’s ~~Audit~~continued ~~Committee~~listing on the Nasdaq. The Nasdaq listing rules (Rule 5550) require the Company to have stockholders’ equity of at least $2.5 million, ~~Compensation~~$35 ~~Committee~~million in market value of listed securities, ~~and~~or ~~Nominating~~$500,000 ~~and~~in ~~Corporate~~net ~~Governance~~income ~~Committee~~from continuing operations. The Company intends to present its views with respect to this deficiency to the hearing panel by August 21, 2024.

~~Paul~~If ~~Glavine, age 35, is~~ the ~~Co-founder,~~Company’s ~~and~~common ~~has~~stock ~~served~~ultimately aswere ~~the~~to ~~Chief~~be ~~Growth~~delisted ~~Officer~~for ~~and~~any ~~Director~~reason, ofit ~~Cybin~~could ~~Inc.~~negatively ~~since~~impact ~~October~~the ~~2019.~~Company ~~With~~by a(i) ~~wealth~~reducing ofthe ~~experience~~liquidity and amarket ~~proven~~price ~~track~~of ~~record,~~the ~~Mr.~~Company’s ~~Glavine~~common ~~has~~stock; ~~been~~(ii) ~~instrumental~~reducing ~~in driving~~ the ~~growth~~number ~~and innovation~~ of ~~several~~investors ~~pioneering~~willing ~~companies.~~to ~~Starting~~hold ~~his~~or ~~impactful~~acquire ~~journey~~the asCompany’s ~~CEO~~common ~~of Cybin Inc. (from October 2019 through August 2020)~~stock, ~~Mr.~~which ~~Glavine~~could ~~has~~negatively ~~led~~impact the ~~charge~~Company’s inability ~~developing~~to ~~psychedelic~~raise ~~therapeutics~~equity ~~aimed~~financing; at(iii) ~~addressing~~limiting ~~critical~~the ~~mental~~Company’s ~~health~~ability ~~challenges. In addition~~ to ~~his~~use ~~role at Cybin, Mr. Glavine co-founded Truverra,~~ a ~~company~~registration ~~dedicated~~statement to ~~developing~~offer ~~cannabinoid-based therapies for pain disorders. His strategic insights~~ and ~~leadership~~sell ~~have~~freely ~~propelled~~tradable ~~Truverra to the cutting edge of cannabis-based medical solutions. After this~~securities, itthereby ~~led~~preventing ~~him~~the toCompany ~~Co-Found~~from ~~Harts~~accessing ~~Cannabis,~~the apublic ~~designated~~capital ~~preroll~~markets; ~~manufacturer in Canada. As a serial entrepreneur~~ and ~~astute~~(iv) ~~investor,~~impairing ~~Mr.~~the ~~Glavine~~Company’s ~~has~~ability ~~successfully~~to ~~raised~~provide ~~and~~equity ~~completed~~incentives ~~mergers~~to ~~and~~its ~~acquisitions totaling over $450 million in the past six years~~employees.

~~Harrison~~Item ~~Newlands, age 33, has a diverse understanding of capital markets, having invested, advised, and help co-found dozens of mid-cap companies spanning close to a decade of experience in the industry~~3. Mr02. ~~Newlands~~Unregistered ~~started~~Sales ~~his career working on Bay Street as a Research Associate at MacNicol & Associates, thereafter he jumped into the fast-growing cannabis industry, and was one~~ of ~~the~~Equity ~~co-founders of Fire & Flower, one of Canada’s first retail-focused cannabis companies, where he led its early growth and served as Director of Business Development from March 2017-April 2019~~Securities. Shortly thereafter, he helped take the first EV company public in Canada through a SPAC (Taiga Motors, where he served as strategic advisor from July 2019-March 2020), as well as launched Hoshi International, a producer of medical cannabis with a state-of-the-art facility in Portugal, focusing on the emerging European market (where he served as Director of Strategic Relations from April 2019-August 2022, and Vice President of Strategy and Investor Relations from August 2021-December 2022). Mr. Newlands then went on to co-found Hypercharge Networks, Canada’s first publicly traded EV charging company (where he was a strategic advisor from January 2021-July 2024). Mr. Newlands was formerly a partner at Rockbank Capital, a Vancouver based Merchant Bank (from July 2021-September 2023), and, since January 2018, he has been the managing partner of North King Capital, an independent Toronto-based consulting firm, where he focuses on providing advisory services to companies throughout North America, helping guide companies through the capital markets landscape. Mr. Newlands currently sits on the board of a local Ontario-based charitable foundation and mentors students and start-ups at the University of Guelph.

~~The~~On August 19, 2024, the Company ~~has~~issued ~~not~~1,590,498 ~~yet~~shares ~~entered~~of ~~into~~Company ~~any~~common ~~agreements~~stock ~~with~~to MrGreen Globe International, Inc., ~~Glavine~~in orsettlement Mrof $763,439.04 ~~Newlands~~owed by the Company to Green Globe International, ~~and~~Inc. These shares were issued in reliance on the ~~terms~~exemption from registration provided by Section 4(a)(2) of ~~their~~the ~~compensation~~Securities ~~have~~Act of 1933, as amended, as there was no general solicitation, and the issuance did not ~~yet~~involve ~~been~~a ~~determined~~public offering.

~~Item~~Disclosure ~~9.01.~~Regarding ~~Financial~~Forward-Looking ~~Statements and Exhibits.~~Information

~~The~~This ~~exhibits~~Current ~~listed~~Report inon Form 8-K contains forward-looking statements within the ~~following~~meaning ~~Exhibit~~of ~~Index~~the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are ~~filed~~not limited to, statements regarding the Company’s beliefs and expectations relating to the Company’s stockholder equity (deficit), Nasdaq’s listing rules, Nasdaq’s hearing panel, and whether the Company’s common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as ~~part~~of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of ~~this~~words ~~report:~~such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

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

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules, or experience violations of additional listing rules, the possibility that Nasdaq may deny the Company’s pending appeal and delist the Company’s securities and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

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, hereunder duly authorized.

	HEMPACCO CO., INC.
Dated: August 12, 2024	By:	/s/ Sandro Piancone
Dated: August 19, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

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