UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________ )*
Generation Hemp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37149E103
(CUSIP Number)
Amitabha Banerjee
Cadila Pharmaceuticals Ltd
Sarkhei - Dholka
Road
Bhat, Ahmedabad - 382 210
Gujarat, INDIA
With a copy
to
Lawrence R. Bard, Esq.
Shulman Rogers
12505 Park Potomac Avenue , 6th Floor
301-945-9242
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications)
August 31, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240. l3d-l (e), 240.13d-1 (f) or 240. 13
d-1 (g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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Satellite Overseas (Holdings) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Isle of Man, UK
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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26,263,144 (See Item 5)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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26,263,144 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,263,144 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.8%* (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Computed on the basis of 110,451,684 which, the Reporting Persons have been advised by the
Company, is the number of shares of Common Stock outstanding on September 8, 2021.
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1
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NAMES OF REPORTING PERSONS
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Cadila Pharmaceuticals, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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26,263,144 (See Item 5)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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26,263,144 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,263,144 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.8%* (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Computed on the basis of 11 0,451,684 which, the Reporting Persons have been advised by the Company, is the number of shares of Common Stock outstanding on
September 8, 2021.
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1
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NAMES OF REPORTING PERSONS
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IRM Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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26,263,144 (See Item 5)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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26,263,144 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,263,144 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.8%* (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Computed on the basis of 110,451,684 which, the Reporting Persons have been advised by the Company, is the number of shares of Common Stock outstanding on September 8, 2021.
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1
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NAMES OF REPORTING PERSONS
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Dr. Rajiv I. Modi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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26,263,144 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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26,263,144 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,263,144 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.8%* (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Computed on the basis of 110,451,684 which, the Reporting Persons have been advised by the Company, is the number of shares of Common Stock outstanding on September 8, 2021.
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1
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NAMES OF REPORTING PERSONS
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Amitabha Banerjee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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26,263,144 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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26,263,144 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,263,144 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.8%* (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Computed on the basis of 110,451,684 which, the Reporting Persons have been advised by the Company, is the number of shares of Common Stock outstanding on September 8, 2021.
lntroductory Statement
This Statement on Schedule 13D is filed with respect to 26,263,144 shares (the "Shares") of the Common Stock, no par value, of Generation Hemp, Inc . (the "Company") held by Satellite Overseas (Holdings) Limited ("SOHL" ). SOHL is a wholly owned subsidiary of
Cadila Pharmaceuticals Ltd ("Cadila"). Cadila and SOHL are referred to herein collectively as the "Cadila Entities."
Cadila is owned by the IRM Trust. Rajiv I. Modi, Ph. D. ("Dr. Modi") and Amitabha Banerjee ("Mr. Banerjee") are the trustees of the IRM Trust. As trustees of the IRM Trust, Dr. Modi and Mr. Banerjee have shared voting and dispositive power with respect to these shares. The information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Cadila Entities and not included below is set forth in Annex A hereto.
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Item 1.
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Security and Issuer.
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The name of the subject company is
Generation Hemp, Inc., and the address of its principal executive office is 8533 Midway Road, Dallas, Texas 75209.
The class of securities to which this Statement relates is the common stock of the Company, no par value ("Common Stock").
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Item 2.
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Identity and Background.
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This Statement is filed by the Cadila Entities, by the IRM Trust and by Dr. Modi and Mr. Banerjee (all as defined and described above in the Introductory Statement), who, as the trustees of the IRM Trust share voting and dispositive power with respect to the Shares.
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b.
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Residence or Business Address
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Dr. Modi's business address is, and the principal offices of the Cadila Entities are, located at Dholka Road, Bhat, Ahmedabad - 382 210,
Gujarat, INDIA. The address of the IRM Trust is l3, Sanjiv Baug, New Sharda Mandir Road, Paldi, Ahmedabad, Gujarat, India - 380007 and Mr. Banerjee's address is A 902, Prestige Tower, Off.. Judges Bunglow Road, Yastrapur, Ahmedabad, Gujarat, India-380015.
Dr. Modi's principal occupation is acting as Chairman and Managing Director of Cadila Pharmaceuticals
Limited, Mr. Banerjee's principal occupation is acting as the President of Cadila.
During the last five years, none of the
Cadila Entities, the IRM Trust, Dr. Modi or Mr. Banerjee, or, to their knowledge, any of the directors or executive
officers of the Cadila Entities, has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors)
During the last five years, none of the Cadila Entities, the IRM Trust, Dr. Modi or Mr. Banerjee, or, to their knowledge, any of the directors or executive officers
of the Cadila Entities, is or was a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Satellite Overseas (Holdings) Limited is a private limited company organized under the laws of the Isle of Man.
Cadila Pharmaceuticals Ltd is a public limited company organized under the laws of India.
IRM Trust is a Trust organized under the
laws of India.
Dr. Modi is a citizen of India.
Mr. Banerjee is a citizen of India .
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Item 3.
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Source or Amount of Funds or Other Consideration.
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The Shares were acquired directly from the Company as follows:
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(i)
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25,263,144 Shares on August 31, 2021, upon conversion of 2,105,262 shares of Class A Preferred Stock of the Company originally issued to SOHL in November 2019
in accordance with a stock purchase agreement by Home Treasure Finders, Inc., predecessor to the Company, in exchange for a like number of shares of the common stock of Energy Hunters Resources, Inc. purchased by SOHL September 2016 at a price of $2,000,000. In accordance with the
terms of the Series A Preferred, each share converted into 12 shares of Common Stock and
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(ii)
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1,000,000 Shares on March 9, 2021, upon contribution to the Company by SOHL of the total principal, interest and accrued fees ($1,942,500.00)
under a $3,000,000 12% Senior Secured Promissory Note originally issued by the Company to SOHL on March 31, 2017.
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Item 4.
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Purpose of Transaction.
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SOHL acquired the Shares for investment purposes. One or more of the reporting persons filing this Schedule may determine to purchase additional shares of the Company's Common Stock or other securities in the open
market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. One or more of the reporting persons could determine, based upon the same set of factors listed
above with respect to purchases, to sell some or all of the Shares. Except as set forth above, the Cadila Entities, the IRM Trust, Dr. Modi and Mr. Banerjee have no intention to effect any of the transactions specified in Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a) SOHL is the beneficial owner of the Shares, which constitute 23.8% of the Company's outstanding Common Stock, as of September 8, 2021, based upon 110,451,684 total shares which, the Reporting Persons have been advised by the Company,
is the number of shares of Common Stock then outstanding. Dr. Modi and Mr. Banerjee control the IRM Trust, which may be deemed to control Cadila, which controls SOHL. Thus, all of Dr. Modi, Mr. Banerjee and Cadila
may be considered to have beneficial ownership of the Shares.
(b) SOHL has both voting and investment power with respect to the Shares. However, Dr. Modi and Mr. Banerjee may be deemed to control the !RM Trust, which in tum controls Cadila. Therefore, each of the reporting persons has voting and investment power with respect to the Shares.
(c) Except for the conversion of Series A Preferred Stock into Shares described
elsewhere herein, neither of the Cadila Entities, Dr. Modi or Mr.
Banerjee or, to their knowledge, any executive officer or director of the Cadila Entities, has engaged in any transaction in any shares of the Company's Common Stock during the sixty days immediately preceding the date hereof.
(d); (e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to Be Filed as Exhibits.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 10, 2021
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SATELLITE OVERSEAS (HOLDINGS) LIMITED
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By:
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* /s/ Rajiv I. Modi
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Name:
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Dr. Rajiv I. Modi, Ph. D
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Title:
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Director
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CADILA PHARMACEUTICALS LIMITED
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By:
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* /s/ Rajiv I. Modi
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Name:
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Dr. Rajiv I. Modi, Ph. D
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Title:
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Chairman & Managing Director
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IRM TRUST
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By:
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* /s/ Rajiv I. Modi
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Dr. Rajiv I.
Modi, Ph. D
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Trustee
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/s/ Amitabha Banerjee
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Mr. Amitabha Banerjee
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Trustee
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Annex A
To Schedule 13D
Directors and Executive Officers of Cadila Entities
The following table sets forth the name, present principal occupation or employment and the principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each Director and
Executive Officer of Satellite Overseas (Holdings) Limited (“SOHL) and Cadila Pharmaceuticals Ltd (“Cadila”).
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Name
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Position(s) with Reporting Person(s)
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Other Present Principal
Occupation or
Employment
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Citizenship
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Dr. Rajiv I. Modi
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Chairman and Managing Director, Cadila and
Director, SOHL
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India
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Maj. Gen. Daya Nand Khurana
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Independent Director, Cadila
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India
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Mr. Pradip Navin Khandwalla
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Director, Cadila
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India
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Mr. Amitava Mukherjee
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Independent Director, Cadila
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India
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Mr. Girdhar Prem Balwani
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Independent Director, Cadila
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India
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Mrs. Pratima Ram
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Independent Director, Cadila
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India
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Mr. Jaswinder Matharu
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Director, Cadila
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USA
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Dr. Ajit Singh
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Director, Cadila
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USA
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Dr. Abhijat Chandrakant Sheth
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Director, Cadila
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India
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Mr. Ramesh Ratilal Choksi
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Whole Time Director, Cadila
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India
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Mr. Vinod Jain
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Chief Financial Officer, Cadila
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India
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Mr. Amitabha Banerjee
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President, Cadila and Director, SOHL
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India
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Mr. Simon Paul Lees
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Director, SOHL
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Isle of Man
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Mrs. Maria Lourdes Rivas Mingorance
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Director, SOHL
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Isle of Man
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