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): June 324, 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~~.01 Entry into a Material Definitive Agreement.~~

OnItem ~~June 3, 2022 (the “Issue Date”), Diego Pellicer Worldwide, Inc~~4.01 ~~(the~~Changes ~~“Company”)~~In ~~entered~~Registrant’s ~~into~~Certifying a securities purchase agreement (the “Purchase Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a promissory note (the “Note”) from the Company in the aggregate principal amount of $165,000. The transaction contemplated by the Purchase Agreement closed on June 6, 2022. The Company intends to use the net proceeds ($160,000) from the Note for general working capital purposes.Accountant

~~The maturity date of the Note is June 3, 2023~~ (~~the “Maturity Date”). The Note shall bear interest at~~ a ~~rate of 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) day anniversary following~~ Dismissal ~~the Issue Date and continuing thereafter each thirty (30) days for ten (10) months. Notwithstanding the forgoing, the final payment~~ of ~~principal~~ ~~and~~Independent ~~interest~~Registered ~~shall~~Public beAccounting ~~due on the Maturity Date~~Firm.

~~In the~~On ~~event~~June of24, ~~a default~~2022, GSDiego ~~Capital~~Pellicer ~~has~~Worldwide, ~~the option to convert all or any amount of the principal face amount of the Note at the then-applicable conversion price~~Inc. ~~The conversion price for~~ (the ~~Note~~“Company”) ~~shall~~notified beMacias ~~equal~~Gini to& ~~the~~O’Connell ~~Variable~~LLP ~~Conversion Price~~ (~~as defined herein~~“Macias Gini”) ~~(subject~~that toit ~~equitable adjustments~~was ~~for~~being ~~stock~~dismissed ~~splits,~~as ~~stock dividends or rights offerings by~~ the Company ~~relating to the Company~~’s ~~securities~~independent orregistered ~~the~~public ~~securities of~~accounting ~~any~~firm ~~subsidiary~~effective ofon ~~the~~June ~~Company~~24, ~~combinations, recapitalization, reclassifications, extraordinary distributions and similar events)~~2022. The ~~“Variable~~decision ~~Conversion~~to ~~Price”~~dismiss ~~shall~~Macias ~~mean~~Gini ~~65% multiplied by the Market Price (~~as ~~defined herein) (representing a discount rate of 35%). “Market Price” means~~ the average of the lowest three (3) trading prices for the Common Stock during the fifteen (15) trading day period ending on the latest complete trading 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~~independent ~~stock~~registered ~~beneficially owned~~public byaccounting GSfirm ~~Capital~~was ~~and~~approved ~~its~~by ~~affiliates, exceeds 4.99% of~~ the ~~outstanding shares of the~~ Company’s board ~~common~~of ~~stock.~~directors ~~The Note may be prepaid by~~ (the ~~Company~~“Board”).

~~Pursuant~~During to the ~~terms~~years ofended ~~the~~December ~~Purchase Agreement~~31, ~~the~~2021 ~~Company~~and ~~paid~~2020 GSand ~~Capital’s~~the ~~fees~~subsequent ~~and~~interim ~~expenses~~period inthrough ~~the~~June ~~aggregate~~24, ~~amount~~2022, ofthere ~~$5,000.~~were ~~The Note~~no: ~~also~~(1) ~~contains~~disagreements anwith Macias ~~original~~Gini ~~issue~~on ~~discount~~any matter of $5accounting principles or practices,~~000. The~~ ~~Company~~financial ~~will~~statement ~~also~~disclosure, ~~issue~~or 2auditing scope or procedures,~~500~~ which disagreements,~~000~~ ~~shares~~if ofnot ~~the~~resolved ~~Company’s~~to ~~common stock~~their satisfaction, would have caused them to GSmake ~~Capital~~reference asin ~~additional~~connection ~~consideration~~with ~~for~~their opinion to the subject ~~purchase~~matter of the ~~Note.~~disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K

The ~~Note~~Company ~~contains~~provided ~~certain~~Macias ~~events~~Gini ofwith ~~default,~~the asdisclosures ~~well~~under asthis ~~certain~~Item ~~customary~~4.01 ~~events~~ of ~~default,~~Form ~~including,~~8-K ~~among~~and ~~others,~~requested ~~breach~~Macias ofGini ~~covenants,~~to furnish the Company with ~~representations~~a orletter ~~warranties,~~addressed ~~insolvency,~~to ~~bankruptcy,~~the ~~liquidation~~Securities and ~~failure~~Exchange byCommission ~~the~~stating ~~Company~~whether toit ~~pay~~agrees with the ~~principal~~statements ~~and~~made ~~interest~~by ~~due~~the ~~under~~Company in this ~~the~~Item ~~Note~~4.01 ~~Upon~~of ~~the~~Form ~~occurrence~~8-K and, ~~during~~if not, stating the ~~continuation~~respects ofin ~~default,~~which ~~Company~~it ~~will~~does benot ~~obligated~~agree. ~~for~~Macias ~~further~~Gini’s ~~payments/interest~~letter, todated GSJune ~~Capital~~28, 2022, is ~~dependent~~filed onas ~~the~~Exhibit ~~nature~~16.1 ofto ~~the~~this ~~default~~ Current Report on Form 8-K.

~~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~~(ab)~~(2)~~ Appointment of ~~the~~New ~~Securities~~Independent ~~Act~~Registered ~~and/or~~Public ~~Regulation~~Accounting ~~D promulgated thereunder~~Firm.

~~The~~On ~~foregoing~~June ~~description~~24, 2022, the Board approved the appointment of BF Borgers CPA PC (“Borgers”) as the ~~Note~~Company’s ~~and~~new independent registered public accounting firm for the ~~Purchase~~fiscal ~~Agreement~~year ~~does~~ending ~~not~~December ~~purport~~31, to2022, beeffective ~~complete~~immediately. During the Company’s two most recent fiscal years ended December 31, 2021 and is2020, ~~qualified~~and inthe ~~their~~subsequent ~~entirety~~interim byperiods, ~~reference~~neither the Company nor anyone acting on its behalf consulted with Borgers with respect to: (i) the ~~full~~application ~~text~~of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the ~~Purchase~~Company’s ~~Agreement~~consolidated financial statements, and Borgers did not provide either a written report or oral advice to the ~~Note,~~Company ~~which~~that ~~are~~Borgers ~~filed~~concluded aswas ~~Exhibits~~an important ~~4.1~~factor ~~and~~considered ~~10.1~~by the Company in reaching a decision as to any accounting, ~~respectively~~auditing, toor ~~this~~financial ~~Current~~reporting ~~Report~~issue, or (ii) on(a) ~~Form~~any 8matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and ~~are~~the ~~incorporated~~related ~~herein~~instructions) or by(b) ~~reference~~a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.

Item 29.0301 ~~Creation of Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement by a Registrant.~~Exhibits

~~The~~(d) ~~information set forth in Item 1.01 above is incorporated herein by reference.~~Exhibits

Item 3.02 Unregistered Sales of Equity Securities.

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

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 June 3, 2022, issued by the Company to GS Capital Partners, LLC
10.1*		Securities Purchase Agreement, dated June 3, 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: June 1029, 2022

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