SEC Info - Greenfield Groves Inc. - ‘1-A’ on 11/23/20

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Greenfield Groves Inc. – ‘1-A’ on 11/23/20 – ‘EX1A-2A CHARTER’

On: Monday, 11/23/20, at 11:10am ET · Accession #: 1594062-20-110 · File #: 24-11369

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/23/20  Greenfield Groves Inc.            1-A                   23:7.2M                                   Ideal Connection, Inc/FA

Offering Statement — Form 1-A — Reg. A/A+
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- primary_doc.xml               HTML      9K 
 2: PART II AND III  Offering Statement - Parts II and III          HTML    776K 
 3: EX1A-2A CHARTER  Amended and Restated Articles of               HTML     24K 
                Incorporation of Greenfield Groves Inc.                          
 4: EX1A-2B BYLAWS  Second Amended and Restated Bylaws of           HTML     86K 
                Greenfield Groves Inc.                                           
 5: EX1A-3 HLDRS RTS  Amended and Restated Certificate of           HTML     88K 
                Designation of Series A Preferred Stock of                       
                Greenfield Groves Inc.                                           
 6: EX1A-4 SUBS AGMT  Form of Subscription Agreement                HTML     76K 
 9: EX1A-6 MAT CTRCT  Amendment to 2019 Equity Incentive Plan       HTML     14K 
12: EX1A-6 MAT CTRCT  Asset Purchase Agreement Dated October 1,     HTML     46K 
                2019 Between Greenfield Groves Inc. and William                  
                Joshua White                                                     
14: EX1A-6 MAT CTRCT  Asset Purchase Agreement Dated September 2,   HTML    120K 
                2020 Between Greenfield Groves Inc. and Healthcare               
                Technologies LLC                                                 
15: EX1A-6 MAT CTRCT  Broker-Dealer Agreement Dated September 9,    HTML     43K 
                2020 Between Greenfield Groves Inc. and Dalmore                  
                Group, LLC                                                       
10: EX1A-6 MAT CTRCT  Employment Agreement Dated February 19, 2019  HTML     76K 
                Between Greenfield Groves Inc. and Lindsay                       
                Giguiere                                                         
11: EX1A-6 MAT CTRCT  Employment Agreement Dated October 1, 2019    HTML     77K 
                Between Greenfield Groves Inc. and William Joshua                
                White                                                            
 7: EX1A-6 MAT CTRCT  Form of Indemnification Agreement for         HTML     92K 
                Officers and Directors                                           
 8: EX1A-6 MAT CTRCT  Greenfield Groves Inc. 2019 Equity Incentive  HTML    130K 
                Plan                                                             
20: EX1A-6 MAT CTRCT  Loan Authorization and Agreement, Note and    HTML    112K 
                Security Agreement Dated August 11, 2020 Between                 
                the Company and the U.S. Small Business                          
                Administration.                                                  
16: EX1A-6 MAT CTRCT  Promissory Note Dated December 31, 2019 in    HTML     15K 
                the Principal Amount of $285,728, Made by the                    
                Company in Favor of Lindsay Giguiere.                            
17: EX1A-6 MAT CTRCT  Promissory Note Dated January 29, 2020 in     HTML     15K 
                the Principal Amount of $30,000, Made by the                     
                Company in Favor of Lj Direction LLC.                            
18: EX1A-6 MAT CTRCT  Promissory Note Dated June 18, 2020 in the    HTML     15K 
                Principal Amount of $27,500, Made by the Company                 
                in Favor of William Joshua White.                                
19: EX1A-6 MAT CTRCT  Promissory Note Dated May 5, 2020 in the      HTML     12K 
                Principal Amount of $127,495, Made by the Company                
                in Favor of Bank of the West.                                    
21: EX1A-6 MAT CTRCT  Promissory Note Dated September 16, 2020 in   HTML     15K 
                the Principal Amount of $100,000, Made by the                    
                Company in Favor of Lindsay Giguiere.                            
13: EX1A-6 MAT CTRCT  Strategic Relationship Agreement Dated June   HTML     40K 
                22, 2020 Between Greenfield Groves Inc. and Eagle                
                Hemp, LLC                                                        
22: EX1A-11 CONSENT  Consent of Independent Auditor                 HTML     11K 
23: EX1A-12 OPN CNSL  Opinion of Greenberg Traurig LLP              HTML     15K

‘EX1A-2A CHARTER’ — Amended and Restated Articles of Incorporation of Greenfield Groves Inc.

This is an HTML Document rendered as filed. [ Alternative Formats ]

EX 2.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

GREENFIELD GROVES INC.

1. Name of Corporation. The name of the corporation (hereinafter referred to as the “Corporation”) is Greenfield Groves Inc.

2. Registered Agent for Service of Process. The name of the commercial registered agent for service of process of the Corporation is Legalinc Corporate Services Inc.

3. Authorized Stock

The aggregate number of shares that the Corporation will have authority to issue is five hundred million (500,000,000), of which four hundred fifty million (450,000,000) shares will be common stock, with a par value of $0.00001 per share (“Common Stock”), and fifty million (50,000,000) shares will be preferred stock, with a par value of $0.00001 per share (“Preferred Stock”).

Shares of Preferred Stock may be issued from time to time in one or more classes or series. The Board of Directors of the Corporation shall have the authority, to the fullest extent permitted by the Nevada Revised Statutes, to designate, by resolution, one or more classes or series of Preferred Stock and the number of each class or series, and the voting powers, designations, preferences, limitations, restrictions and relative rights of the classes and series of stock, as provided in Sections 78.195 and 78.1955 of the Nevada Revised Statutes. The Board of Directors shall have the authority to fix the number of shares constituting each such class or series, and to increase or decrease the number of shares of any such class or series, provided that no such increase shall increase the number of authorized shares of all classes and series of Preferred Stock above the total number of then authorized shares of Preferred Stock, and no such decrease shall reduce the number of authorized shares of any class or series below the number of shares of such class or series then outstanding. Before the issuance of any shares of any class or series of Preferred Stock, a certificate of designation with respect to such class or series, properly signed and filed pursuant to Section 78.1955 of the Nevada Revised Statutes, must become effective. Except as otherwise required by law, holders of any class or series of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by the Articles of Incorporation, including the certificate of designation relating to such class or series of Preferred Stock, or the Nevada Revised Statutes.

4. Benefit Corporation. The Corporation is a benefit corporation, as contemplated by Chapter 78B of the Nevada Revised Statutes, or any successor provisions, and is intended to create a material positive impact on society and the environment, taken as a whole. If the Nevada Revised Statutes are amended to alter or further define the management and operations of benefit corporations, then this Corporation shall be managed and operated in accordance with the Nevada Revised Statutes, as so amended.

5. Purpose.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized and incorporated under the laws of the State of Nevada.

The Corporation shall have the purpose of creating general public benefit (as defined in Section 78B.040 of the Nevada Revised Statutes), and is to be managed in a manner that balances the interests of the Corporation’s stockholders, the interests of those materially affected by the Corporation’s conduct, and the general and specific public benefit purposes identified in these Amended and Restated Articles of Incorporation. The Corporation shall have the specific public benefit purposes of (i) while remaining environmentally committed, giving priority to improving the access to quality personal care and health care for Women and those who rely on them, and (ii) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.

6. Board of Directors.

The business and affairs of the Corporation shall be conducted by a Board of Directors. The Board of Directors is expressly authorized to make, alter or repeal bylaws of the Corporation. Except as otherwise provided by the resolution or resolutions adopted by the Board of Directors designating the powers, designations, preferences, limitations, restrictions and relative rights of any Preferred Stock, the number of directors of the Corporation shall be fixed as set forth in the bylaws of the Corporation and may be increased or decreased from time to time as set forth in the bylaws of the Corporation. Any director chosen to fill a vacancy or newly created directorship shall hold office until the next election of directors or until his or her earlier death, resignation, disqualification, or removal.

In discharging their duties in accordance with Section 78B.150 of the Nevada Revised Statutes, directors of the Corporation must consider the impacts of any action or inaction upon: (a) the stockholders of the Corporation; (b) the employees and workforce of the Corporation and its subsidiaries and suppliers; (c) the interests of customers of the Corporation as beneficiaries of the general public benefit purpose or any specific public benefit purpose of the Corporation; (d) community and societal factors; (e) the local and global environment; (f) the short-term and long-term interests of the Corporation; and (g) the ability of the Corporation to accomplish its general public benefit purpose and any specific public benefit purpose, giving priority to the specific public benefit purposes set forth in the Corporation’s Articles of Incorporation.

Liability. The Corporation is authorized to indemnify and to advance expenses to each current, former or prospective director, officer, employee or agent of the Corporation to the extent permitted by Sections 78.7502 and 78.751 of the Nevada Revised Statutes, or any successor provision of Nevada law allowing greater indemnification or advancement of expenses. To the fullest extent permitted by Section 78.138 of the Nevada Revised Statutes or any successor provision of Nevada law, no director or officer shall be individually liable to the Corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer. No repeal, amendment, or modification of this provision, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director or officer of the Corporation occurring prior to such repeal, amendment, or modification.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the exclusive forum for any or all actions, suits, proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim (each, an “Action”), (a) brought in the name or right of the Corporation or on its behalf; (b) asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders; (c) arising or asserting a claim pursuant to any provision of Nevada Revised Statutes Chapters 78, 78B or 92A or any provision of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation; (d) to interpret, apply, enforce or determine the validity of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation; or (e) asserting a claim governed by the internal affairs doctrine. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such Action, then any other state district court located in the State of Nevada shall be the exclusive forum for such Action. In the event that no state district court in the State of Nevada has jurisdiction over any such Action, then a federal court located within the State of Nevada shall be the exclusive forum for such Action. Any person or entity that acquires any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to all of the provisions of this Article 8.

Amendments. The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in these Amended and Restated Articles of Incorporation from time to time in accordance with the laws of the State of Nevada, and all rights conferred on stockholders herein are granted subject to this reservation.

EXECUTED this 3^rd day of August, 2020.

GREENFIELD GROVES INC.

By:/s/Lindsay Giguiere

Name: Lindsay Giguiere

Title:Chief Executive Officer, President,

Secretary, Treasurer and Chairwoman

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/19/21  Greenfield Groves Inc.            1-SA        6/30/21    2:456K                                   Ideal Connection, Inc/FA
 4/30/21  Greenfield Groves Inc.            1-K        12/31/20    4:631K                                   Ideal Connection, Inc/FA
 1/12/21  Greenfield Groves Inc.            1-A/A¶      1/12/21    4:1.1M                                   Ideal Connection, Inc/FA
12/31/20  Greenfield Groves Inc.            1-A/A¶     12/31/20    8:1.3M                                   Ideal Connection, Inc/FA

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