Attached files
| file | filename |
|---|---|
| EX-99.6 - PRESS RELEASE - CANNAPHARMARX, INC. | cpmd_ex9906.htm |
| EX-10.5 - AMENDING AGREEMENT NO. 2 TO SHARE PURCHASE AGREEMENT - CANNAPHARMARX, INC. | cpmd_ex1005.htm |
U.S. 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):
November 27, 2019
Cannapharmarx, Inc.
(Exact name of small business issuer as specified in its charter)
| Delaware | 000-27055 | 24-4635140 |
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) | (IRS Employer ID No.) |
3600
888-3rd Street SW
Calgary, Alberta, Canada T2P5C5
(Address of principal executive offices)
(949) 652-6838
(Issuer’s Telephone Number)
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 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not Applicable | Not Applicable | Not Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 |
On or about June 11, 2019, we reported that we, along with a wholly owned subsidiary of our Company, entered into a Securities Purchase Agreement with Sunniva, Inc, a British Columbia, Canada corporation (“Sunniva”) wherein we have agreed to acquire all of the issued and outstanding securities of Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc. and 1167025 B.C. LTD.
On October 2, 2019, we entered into an amendment to the agreement with Sunniva, (the “Amendment”). The material terms of the Amendment are included in that certain Press Release and the Amendment was published in a prior Form 8-K filed on October 3, 2019.
On November 27, 2019, we entered into a further amendment to the agreement with Sunniva, (the “Second Amendment”). The material terms of the Second Amendment are included in that certain Press Release attached hereto and incorporated herein as if set forth as Exhibit 99.6. The Amendment is attached hereto and incorporated herein as if set forth in Exhibit 10.5.
| Item 7.01 | Regulation FD Disclosure |
Attached is a copy of a press release being issued by Sunniva Inc. relating to an extension of the time to close our acquisition of Sunniva Medical, Inc., a copy of which is attached as Exhibit 99.6 and is hereby incorporated.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Exhibit |
| 10.5 | Amendment to Securities Purchase Agreement with Sunniva Inc. |
| 99.6 | Press Release of Sunniva Inc Announcing amended terms of sale of Sunniva Medical, Inc. to us. |
| 2 |
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.
| Dated: February 7, 2020 | CANNAPHARMARX, INC. | |
| By: | /s/ Dominic Colvin | |
| Chief Executive Officer | ||
| 3 |