Attached files
| file | filename |
|---|---|
| EX-99.1 - GSRX INDUSTRIES INC. | ex99-1.htm |
| EX-3.1 - GSRX INDUSTRIES INC. | ex3-1.htm |
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): July 18, 2018 (July 16, 2018)
GSRX INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-141929 | 14-1982491 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Building No. 3, P.E. 606, int. Jose Efron Ave.
Dorado, Puerto Rico 00646
(Address of principal executive offices) (zip code)
(214) 808-8649
(Registrant’s telephone number, including area code)
Green Spirit Industries Inc.
(Former name or former address, if changed since last report)
Copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (see General Instruction A.2. below):
| [ ] | 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 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2018, the Board of Directors (the “Board”) of Green Spirit Industries Inc. (the “Company”) unanimously approved a change in the name of the Company to “GSRX Industries Inc.” (the “Name Change”). On the same day, the holder of a majority of the Company’s issued and outstanding stock entitled to vote also approved the Name Change by written consent.
On June 25, 2018, the Company filed an Issuer Notification Form with the Financial Industry Regulatory Authority, Inc. (“FINRA”) requesting confirmation of the Name Change.
On July 12, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company’s name from “Green Spirit Industries Inc.” to “GSRX Industries Inc.” (the “Amendment”).
Effective July 13, 2018, FINRA announced the Company’s Name Change.
Effective July 16, 2018, the Name Change took effect on OTC Markets. The new CUSIP number for the Company’s common stock is 36255V 107.
The Name Change does not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTCQB tier of the OTC Markets under the symbol “GSRX”. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid and need not be exchanged in connection with the Name Change.
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company is furnishing presentation materials (the “Investor Presentation”) that management intends to use, possibly with modifications, in one or more meetings from time to time with current and potential investors. The Investor Presentation includes an update on the Company’s current operations and major projects, as well as information relating to the Company’s strategic plans, goals, growth initiatives and outlook, and forecasts for future performance and industry development.
The foregoing description of the Investor Presentation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Investor Presentation attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in the Investor Presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Investor Presentation speaks as of the date of this Report. While the Company may elect to update the Investor Presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so.
By furnishing this Current Report on Form 8-K and furnishing the Investor Presentation, the Company makes no admission as to the materiality of any information in this Report, including without limitation the Investor Presentation. The Investor Presentation contains forward-looking statements. See Page 2 of the Investor Presentation for a discussion of certain forward-looking statements that are included therein and the risks and uncertainties related thereto.
The information set forth in this Item 7.01 of this Report, including without limitation the Investor Presentation, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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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 hereunto duly authorized.
| GREEN SPIRIT INDUSTRIES INC. | ||
| Dated: July 18, 2018 | By: | /s/ Thomas Gingerich |
| Name: | Thomas Gingerich | |
| Title: | Chief Financial Officer | |
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