8-K - APHD - Equibles

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): February 5, 2020

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-54524	30-0678378
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

6160 Warren Pkwy, Suite 100 Frisco TX 75034

(Address of Principal Executive Offices)

(972) 217-4080

(Registrant’s Telephone Number, Including Area Code)

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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement. Joint Venture Agreement

Effective February 11, 2020, Appiphany Technologies Holdings Corp. (the “Company”) entered into a Joint Venture Agreement dated February 5, 2020 (“Agreement”) with Tsilaan, LLC (“Tsilaan”) and Kola Venture Group (“Kola”) for the purposes of seed and genetics production for the hemp industry. Pursuant to the terms of the Agreement, Tsilaan shall contribute an initial 2,000,000 seeds to be used for genetics research and for sales purposes. The Company will issue 1,000,000 shares of the Company’s common stock to Tsilaan and 500,000 shares of the Company’s common stock to Kola, both of which are on a post reverse split basis. The Company also agreed to provide $300,000 in cash to the Joint Venture for working capital and expansion opportunities. In consideration for the Company’s common stock issued and the working capital contribution, the Company shall receive a twenty-five percent (25%) equity interest into the Joint Venture, with Kola receiving 25% and Tsilaan receiving the remaining 50%.

A form of the Joint Venture Agreement is filed as Exhibits 10. to this Current Report on Form 8-K.

Item 3.02	Unregistered Sales of Equity Securities.

The information regarding the Joint Venture Agreement and the issuance of the Shares set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Item 8.01****Other Events.

On February 11, 2020 the Company issued a press release regarding the Joint Venture. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01	Financial Statements and Exhibits.

Exhibits. The following exhibits are being filed herewith:

Exhibit Number<br><br><br><br><br><br>10.1<br><br><br><br><br><br>99.1	Description of Exhibits<br><br><br><br><br><br>Joint Venture Agreement<br><br><br><br><br><br>Press Release regarding the Joint Venture dated February 11, 2020

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, on the 11th day of February, 2020.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.
By:	/s/ Scott Cox
	Name:	Scott Cox
	Title:	Chief Executive Officer

Exhibit Index to Current Report on Form 8-K

Exhibit Number<br><br><br><br><br><br>10.1<br><br><br>99.1	Description of Exhibits<br><br><br><br><br><br>Joint Venture Agreement<br><br><br>Press Release

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (“Agreement”) is made and entered into by and among Appiphany Technologies Holdings Corp., a Nevada corporation (“Appiphany”) and Kola Venture Group, LLC, a Wyoming Limited Liability Company (“Kola”), and Tsilaan, LLC (“Tsilaan”), a Washington Limited Liability Company. Appiphany, Kola and Tsilaan are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS**:**

A.The Parties wish to enter into a Joint Venture Partnership in the Hemp seed and genetics industry.

B.Tsilaan is in the business of hemp cultivation, seed propagation and genetics.

C.Kola is in the Hemp Consulting and Administrative management business.

D. Appiphany is a publicly traded company in the business of strategic acquisition and investments across the Hemp sector.

NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals, which the Parties agree are true and correct, and the mutual covenants contained in this Agreement, the Parties agree as follows:

1.Incorporation of Recitals. The recitals set forth at the beginning of this Agreement are incorporated into this Agreement by reference and made a part of this Agreement as if fully set forth herein and constitute an expression of the intent of the Parties and as an aid in the construction of this Agreement.

2.Parties will form a new corporation to act as the JV entity. Appiphany will cause a new corporation to be formed which will be owned by the parties in the following manner:

Appiphany Technologies Holdings Corp. 25%

Kola Venture Group, LLC25%

Tsilaan, LLC50%

3.Contributions to the Joint Venture. The Parties will contribute the following:

Tsilaan will contribute 2,000,000 seeds for the company to use as seed stock, on a to be mutually agreed upon schedule, for genetics research and for sales to outside parties

Appiphany will contribute $300,000 to the Joint Venture on a to be mutually agreed upon schedule. Additionally, will issue to Tsilaan, and/or its assigns, 1,000,000 post reverse split shares of APHD common stock for further value of the seeds and will issue to Kola 500,000 reverse split shares for entering into the management of the Joint Venture.

Kola will contribute operational, scientific and sales expertise and management of the Joint Venture.

4.Governance. The parties will form a Board and all parties to the Joint Venture shall serve on said Board until such time they are no longer a part of the Joint Venture. The Parties will also have operational oversight of the Joint Venture in each Parties field of expertise as defined in the Recitals.

5.Cooperation. The Parties agree to execute further documentation as may be required to effectuate the terms of this Agreement, including but not limited to Corporate documents and any assignment forms necessary to evidence this Agreement.

6.Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any Party without the prior written consent of the other Parties.

7.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties.

8.Timing. The Parties agree that time is of the essence and will endeavor to quickly complete review and execution of all documents to complete the transactions contemplated hereby.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date first written above.

Dated: February 5, 2020 Dated: February 05, 2020 Dated: February 05, 2020

Appiphany Technologies Holdings Corp. By:_____________________________ Name: Scott A. Cox Title: CEO Kola Venture Group, LLC By: __________________ Name: Mark T. Mersman Title: Managing Director Tsilaan, LLC By:_____________________________ Name: Drew Elliot Title: Managing Member

Exhibit 99.1

Appiphany Technologies Holdings (Verde Bio Holdings, Inc.) Forms Hemp Seed and Genetics Joint Venture

Venture with industry professionals positions Appiphany to build foundation in dynamic supply side ˙emp sector

FRISCO, Texas, February 12, 2020-- Appiphany Technologies Holdings Corp. (OTC: APHD), a company focused on the emerging dynamic Hemp industry, today announced that it has signed a joint venture agreement with Tsilaan, LLC and Kola Venture Group, LLC (KVG), providing for the formation of a new joint venture which will cultivate and distribute throughout North America valuable seeds and genetics for the industrial hemp industry.

“We are very excited about this new joint venture which anchors Appiphany in the hemp industry with extremely experienced and successful partners,” commented Scott Cox, Appiphany CEO. “The combination of the scientific seed and genetic experience of Tsilaan and the network and marketing reach of Kola Venture Group, allows Appiphany the opportunity to be a part of what we expect to become a very successful operation.”

The joint venture will operate in Washington and Colorado as part of Tsilaan’s and KVG’s current product and service offerings. It will utilize the initial seed stock of two million seeds provided by Tsilaan to develop advanced genetics for essential oils and fiber applications, produce seed starts and further seed propagation within several regions throughout the U.S. Both KVG and Tsilaan will market seeds, seed starts and clones for use by local farming clientele.

Andrew Elliot, Manager of Tsilaan and an industry pioneer, commented: “We are honored to work with Kola and Appiphany to have the opportunity to showcase the result of our work on the Hemp genome. Our stable, consistent strains of hemp products will undoubtedly separate us from the rest in the space. Under the direction of Dr. Paul Matthews, we have isolated key molecular markers to bring sustainable hemp to regions that haven’t had the opportunity to produce the hemp species until now. This venture is a perfect combination of product, operational management and capital.”

“The timing of this venture could not be more perfect,” commented Mark Mersman, Manager of Kola Venture Group, “as we look to the future of hemp, we must first start by figuring out how to control the quality and cost of the inputs that go into the production cycle. We look forward to a successful partnership with the deep seed and genetics expertise of Tsilaan and the proven leadership in the finance arena that Scott and Appiphany have to offer.”

“The seed and genetics area of the hemp industry is currently a multi-million dollar sector which is growing exponentially We are establishing Verde Bio Holdings to respond to opportunities to fill the gap between capital markets and the hemp industry’s limited access to capital,” Mr. Cox said.”

The joint venture is expected to be operational within the 1^st^ Quarter of 2020.

About Tsilaan, LLC: Tsilaan, LLC is a Seattle, Washington based company deeply rooted in the seed and genetics sector of the hemp industry with production facilities in Washington and Oregon capable of producing 175 billion seeds annually. Tsilaan Hemp is directed by industry veteran Andrew Elliott and is a production platform that produces data and seeds to support the breeding and the genomic work of Canna Biologics, a genomics-based service company controlled by Dr. Paul Matthews and Andrew Elliott.

About Kola Venture Group, LLC: Kola Venture Group is based in Denver, Colorado and focused on authentication of, investing in and administratively supporting the emerging industrial hemp industry. With a world class advisory board, it has curated an objectively vetted “virtual vertical” providing ingredients and access to all aspects of the supply chain for consumer-packaged goods companies pursuing CBD and other cannabinoid product development.

About Appiphany Technologies Holdings Corp.: Appiphany Technologies Holdings Corp. (OTC: APHD) is a growing U.S. public Company engaged in advancing health and wellness through strategic acquisitions, joint ventures and investments in the cultivation, processing and distribution of hemp and hemp related products. Appiphany’s platform allows for the unique ability to acquire and invest across the spectrum of the Hemp industry. Appiphany is pursuing the acquisition of start-up, mature or financially distressed companies to which Appiphany believes it can add significant value. Appiphany has recently filed for a name change to Verde Bio Holdings, Inc as well as a new ticker symbol.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as

amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve a high degree of risk and uncertainty, are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company’s products and services, the ability to complete software development plans in a timely manner, changes in relationships with third parties, product mix sold by the Company and other factors described in the Company’s most recent periodic filings with the Securities and Exchange Commission, including its 2018 Annual Report on Form 10-K and quarterly reports on Form 10-Q.

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Contact:

Paul Knopick E & E Communications

pknopick@eandecommunications.com

940.262.3584