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): ~~February~~April 1822, 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 ~~N/A~~None ~~N/A~~None ~~N/A~~None

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On February 188, 2022 ~~(“Issue Date”)~~, Diego Pellicer Worldwide, Inc. (the “Company”) entered into aan ~~securities purchase~~Equity ~~agreement~~Purchase Agreement (the “Purchase Agreement”), with GSHemp ~~Capital~~Choice ~~Partners~~Distribution, LLC ~~(“GS Capital”)~~, ~~pursuant to which GS Capital purchased~~ a ~~convertible~~Colorado ~~promissory~~limited ~~note~~liability ~~(the~~company (“~~Note~~HCD”), ~~from~~its ~~the~~owners ~~Company in~~ (the ~~aggregate principal amount of $165~~“Sellers”),~~000, such principal~~ and ~~the~~Gabriela ~~interest~~Vergara ~~thereon convertible into shares of~~ (the ~~Company~~“Sellers’s ~~common~~Representative”), ~~stock~~pursuant atto ~~the option~~which ~~of GS Capital. The transaction contemplated by~~ the ~~Purchase~~Company ~~Agreement~~had ~~closed~~agreed ~~on February 19, 2022. The Company intends~~ to ~~use~~acquire ~~the~~all ~~net~~of ~~proceeds ($160,000) from~~ the issued ~~Note~~and ~~for~~outstanding ~~general~~equity ~~working~~interests ~~capital~~of ~~purposes~~HCD.

~~The~~On ~~maturity~~April ~~date~~22, ~~of the Note is February 17~~2022, ~~2023 (~~the ~~“Maturity~~Company ~~Date”).~~sent ~~The Note shall bear interest at~~ a ~~rate~~termination ofnotice ~~8% per annum. Principal payments shall be made in ten (10) installments each in the amount~~ of ~~US$17,800 commencing on~~ the ~~ninetieth (90th)~~Purchase ~~day~~Agreement ~~anniversary~~to ~~following the Issue Date and continuing thereafter each thirty (30) days for ten (10) months. Notwithstanding the forgoing~~HCD, the ~~final~~Seller’s ~~payment of principal~~ and ~~interest shall be due on~~ the ~~Maturity~~Sellers’ ~~Date.~~Representative pursuant ~~GS Capital has the option~~ to ~~convert all or any amount of~~ the ~~principal~~terms ~~face amount~~ of the ~~Note~~Purchase ~~from time to time, and at any time following an event of default, at the then-applicable conversion price~~Agreement. The ~~conversion~~foregoing ~~price~~description ~~for~~of the ~~Note~~Purchase ~~shall~~Agreement beis ~~equal~~qualified toin ~~the~~its ~~Variable~~entirety ~~Conversion Price (as defined~~by ~~herein)~~reference ~~(subject~~ to ~~equitable adjustments for stock splits, stock dividends or rights offerings by~~ the ~~Company~~full ~~relating~~text ~~to the Company’s securities or the securities~~ of ~~any subsidiary of~~ the ~~Company,~~Purchase ~~combinations~~Agreement, ~~recapitalization,~~a ~~reclassifications, extraordinary~~copy ~~distributions~~of ~~and~~which ~~similar~~was ~~events).~~filed ~~The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (~~as ~~defined~~Exhibit ~~herein) (representing a discount rate of 35%)~~2.1 ~~“Market~~to ~~Price” means~~ the ~~average~~Current ofReport ~~the lowest three (3) trading prices for the Common Stock during the fifteen (15) trading day period ending~~ on ~~the latest complete trading~~Form 8-K filed 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 common stock beneficially owned by ~~GS Capital and its affiliates, exceeds 4.99% of~~ the ~~outstanding shares of the~~ Company’s ~~common~~on ~~stock.~~February ~~The Note may be prepaid by the Company. Pursuant to the terms of the Purchase Agreement~~14, ~~the Company paid GS Capital’s fees and expenses in the aggregate amount of $5~~2022,~~000. The~~ ~~Note~~which ~~also~~is ~~contains~~incorporated anherein ~~original~~by ~~issue discount of $5,000~~reference. ~~The Company will also issue 1,700,000 shares of the Company’s common stock to GS Capital as additional consideration for the purchase of the Note.~~

The Note contains certain events of default, as well as certain customary events of default, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note. Upon the occurrence and during the continuation of default, Company will be obligated for further payments/interest to GS Capital, dependent on the nature of the 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(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The foregoing description of the Note and the Purchase Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of the Purchase Agreement and the Note, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

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

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 February 18, 2022, issued by the Company to GS Capital Partners, LLC
10.1*		Securities Purchase Agreement, dated February 18, 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: ~~February~~May 244, 2022

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