CNBX 8-K
CNBX Pharmaceuticals Inc. (CNBX)
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):
November 16th, 2020
CANNABICS PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-192759 | 20-3373669 |
| (State of incorporation) | (Commission File Number) | (IRS Employer No.) |
#3 Bethesda Metro Center
Suite 700
Bethesda, Md 20814
(Address of principal executive offices and Zip Code)
877 424-2429
(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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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 7.01 REGULATION FD DISCLOSURE
The Company has established a subsidiary named Digestix Bioscience Inc. This new subsidiary is specifically dedicated to the development of medical devices and pharmaceutical compositions for the treatment of precancerous and early stage neoplastic local tumors. The new company’s initial focus is in developing a device and a pharmaceutical composition with inhibitory effects for preventing recurrence of certain adenomatous colorectal polyps.
Gabriel Yariv, Company Director and COO, was also chosen to assume the role of interim chairman and CEO for Digestix Bioscience Inc. during this initial phase. Additionally, there is a Service Agreement, by which the Company shall be paid a service fee by Digestix of Cost +15%.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS,
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 10.1 | Service Agreement |
| 99.1 | Press Release re Digestix |
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: November 16th, 2020 | CANNABICS PHARMACEUTICALS, INC. | |
| By: | /s/ Eyal Barad | |
| Name: | Eyal Barad | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
SERVICE AGREEMENT
This SERVICE AGREEMENT (this “Agreement”) is entered into as of this 9th day of November, 2020, by and between Digestix Bioscience Inc., a company organized under the laws of Delaware (the “Company”) and Cannabics Pharmaceuticals Inc., a company organized under the laws of Nevada (“CNBX”).
WITNESSETH
WHEREAS, the Company wishes to use certain equipment of CNBX and CNBX agrees to provide such for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Company and CNBX, intending to be legally bound, agree to the terms set forth below.
| 1. | DUTIES AND SERVICES. |
1.1. CNBX shall provide the Company and its subsidiaries and affiliates for the purposes of conducting research and development activities and pre-clinical experiments in the field of treatment of pre-cancerous and early stage neoplastic local tumors, such as polyps, and the treatment of the local tissue post tumor removal (the “Field of Business”), focusing initially on treatment of gastrointestinal polyps and post polypectomy tissue (i) use if its HTC facility and (ii) qualified personnel (the “Services”). The Services will be provided on a need basis and the scope of the Services will be defined from time to time, for which CNBX will provide a detailed price quote, to be approved in advance by Digestix. The Services provided to date under this Agreement are outlined in Exhibit A hereto.
1.2. The parties hereby acknowledge that CNBX has obtained Helsinki approval for collection of polyps from the Souraski Medical Center in Tel Aviv under the name of Grin Ultra Ltd., and on behalf of the Company (Study Protocol: 0194-20-TLV Evaluation of Cytotoxic Effect of Cannabinoid Formulations on Cell Cultures Produced from Intestinal Polyp Tissue; approval date July 7, 2020). The parties further acknowledge that, to date, CNBX has performed experiments on seven (7) gastrointestinal polyps collected under above-referenced Study Protocol, on behalf of the Company. The parties agree that the above constitutes part of the Services under this Agreement and CNBX will be compensated in accordance with the terms of Section 2.1. below.
1.3. CNBX represents and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of this Agreement. In addition, CNBX represents and warrants that it has all necessary regulatory approvals and permits needed for the performance of the Services.
1.4. The Company represents and warrants that it has all necessary regulatory approvals and permits needed for the acceptance of the Services.
| 2. | COMPENSATION. |
2.1. In consideration for the Services, the Company shall pay to CNBX for all Services on a “cost plus 15%” basis plus applicable Value Added Tax (the “Compensation”).
2.2. The Compensation shall be paid to CNBX against an invoice issued in accordance with applicable law.
2.3. The Compensation shall constitute the total compensation due to CNBX under this Agreement and CNBX shall not be entitled to any other form of compensation, commission, fee, bonus, reimbursement or any other form of payment for the provision of Services hereunder.
| 1 |
2.4. The amounts properly due and payable under each of CNBX's invoices will accrue and their payment by the Company will be deferred until completion of the next financing round with aggregate proceeds of at least $1M USD. Thereafter, the Company will pay the amount properly due and payable under each of CNBX’s invoices within thirty (30) days after the Company’s receipt of the applicable invoice.
2.5. CNBX shall pay any and all taxes, duties, fees and/or other impositions that may be levied pursuant to applicable law upon CNBX with regard to the provision of the Services under this Agreement, including, but not limited to, Value Added Tax and Income Tax, and the amounts of the aforesaid payments shall be deemed to have been included in the Compensation.
| 3. | INTELLECTUAL PROPERTY AND NON-COMPETE. |
3.1. CNBX acknowledges and agrees that the Company will be the exclusive owner of Work Product and all patents, trademarks, copyrights, mask works, moral rights and other statutory or common law protections in any and all countries (“IP Rights”) covering or otherwise associated with any Work Product. For the purposes of this Agreement “Work Product” shall mean any and all tangible materials resulting from CNBX’ Services to the Company and all ideas, inventions, improvements, discoveries, know-how, techniques and works of authorship (including but not limited to computer programs, software, logic design and documentation) and other information and materials, whether or not patentable, copyrightable or otherwise registrable under applicable statutes, that CNBX may make, conceive, reduce to practice, develop, learn or work on, either alone or jointly with others, whether or not reduced to drawings, written description, documentation, models or other tangible form, as a result of provision of Services to the Company under this Agreement in the Company’s Field of Business.
3.2. The Company acknowledges and agrees that it will not directly or indirectly, either alone or jointly with others, anywhere in the world, engage in any activities involving cannabinoid based cancer treatments for cancer patients. This provision shall survive the termination of this Agreement.
3.3. In the event the Company develops and commercializes cannabinoid based formulations in its Field of Business, CNBX shall be entitled to receive royalty payments, as will be determined in a separate agreement between the parties.
| 4. | TERM; TERMINATION. |
4.1. The term of this Agreement shall be for a period of 24 months, effective as of the date hereof.
4.2. Notwithstanding Section 4.1, either party may terminate this Agreement upon prior written notice of 30 (thirty) days (the “Notice Period”). During such Notice Period and, unless the Company has instructed otherwise, CNBX will be required to continue the provision of the Services and will be entitled to receive the consideration for such period.
| 5. | MISCELLANEOUS. |
5.1. Waiver. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by the Company shall be in writing.
5.2. Amendments. This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto.
5.3. Governing Law. This Agreement shall be governed by the laws of the State of Israel without reference to principles and laws relating to the conflict of laws. The competent courts of the District of Tel Aviv shall have exclusive jurisdiction over any matter in connection with this Agreement.
5.4. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto relating to the subject matter of this Agreement.
5.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on and as of the Effective Date.
| Digestix Bioscience Inc. | Cannabics Pharmaceuticals Inc. | |||||
| By: | By:______________________ | |||||
| Name: | Name:____________________ | |||||
| Title: | Title:_____________________ | |||||
| 3 |
Exhibit 99.1
Cannabics Pharmaceuticals Founds Digestix Bioscience Inc., a Subsidiary for Treatment of Precancerous and Early Stage Neoplastic Local Tumors
TEL AVIV, Israel and BETHESDA, Maryland, Nov. 16, 2020 /PRNewswire/ -- Cannabics Pharmaceuticals Inc. (OTCQB: CNBX), a global leader in the development of cancer related cannabinoid-based therapeutic formulations and medicines, announced today that it has established a subsidiary, Digestix Bioscience Inc., a company dedicated to the development of medical devices and pharmaceutical compositions for the treatment of precancerous and early stage neoplastic local tumors. The new company’s initial focus is in developing a medical device and a pharmaceutical composition with inhibitory effects for preventing recurrence of certain adenomatous colorectal polyps.
Adenomatous colorectal polyps are found in approximately 25-30% of colonoscopies performed on men and women over the age of 50, and according to iData Research, approximately 19 million colonoscopies are performed in the US annually. The new company is founded by Professor Eitan Scapa, Dr. Erez Scapa, Gabriel Yariv and Cannabics Pharmaceuticals as a majority shareholder. Gabriel Yariv, who currently serves as Director and COO of Cannabics Pharmaceuticals, will also serve as interim Chairman and CEO of Digestix Bioscience during initial setup.
Prof. Eitan Scapa, Co-Founder of Digestix Bioscience, said: “While the polyps themselves often do not exhibit symptoms, they have the potential to develop into colorectal cancer. Moreover, some of the more aggressive polyps have a tendency for recurrence after having been removed, thus increasing the chances for the tumor turning cancerous. Digestix Bioscience has come up with what we believe is a novel and proprietary treatment solution to potentially reduce the recurrence of these more aggressive polyp types”.
Prof. Scapa specializes in gastroenterology and liver diseases and is a Full Professor of Medicine at Tel Aviv University. He has completed a Fellowship at Harvard University Medical School, as well as having held numerous key positions in his field over the years, including: Head of Gastroenterology and Liver Diseases Unit at Asaf Harofe Medical Center; President of the Israeli Association of Gastroenterology (IGA); Chairman of the Helsinki Committee at Asaf Harofe Medical Center; and Chief R&D, Medical Corps, in the IDF (Lieutenant Colonel). Prof. Scapa is also the originator of the PillCam™ Capsule Endoscopy technology developed by Given Imaging (Medtronic), and the CMO and Co-Founder of ART Medical.
Eyal Barad, Cannabics Pharmaceuticals' CEO said: "The establishment of Digestix Bioscience is a great example of how Cannabics can stay focused on its core activities while leveraging its knowhow and expertise to establish new ventures and partnerships in order to tap adjacent markets such as that of medical devices and pre-cancerous and early stage local tumors in this case”.
About Cannabics Pharmaceuticals:
Cannabics Pharmaceuticals Inc. (OTCQB: CNBX) is a U.S. public company and a global leader in the development of cancer related cannabinoid-based therapeutic formulations and medicines. The Company's R&D is based in Israel, where it is licensed by the Ministry of Health to conduct scientific and clinical research on cannabinoid formulations and cancer. For more information, please visit www.cannabics.com. For the latest updates on Cannabics Pharmaceuticals follow the Company on Twitter @Cannabics, Facebook @CannabicsPharmaceuticals, LinkedIn, and on Instagram @Cannabics_Pharmaceuticals.
Disclaimer:
Certain statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. Such statements include but are not limited to statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. The statements in this release are based upon the current beliefs and expectations of our Company's management and are subject to significant risks and uncertainties. Actual results may differ from those outlined in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission including, without limitation, our latest 10-K Report filed November 4th, 2020. We undertake no duty to update any forward-looking statement or any information contained in this press release or other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about Cannabics Pharmaceuticals Inc., which are condoned by the Company, must emanate from the Company itself and bear our name as its source.
For more information
about Cannabics:
Cannabics Pharmaceuticals Inc.
Phone: +1-(877)-424-2429
[email protected]
http://www.Cannabics.com
Related Links
https://cannabics.com
SOURCE Cannabics Pharmaceuticals Inc.