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): September 2, 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 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 2nd, 2020, the Board of Directors dismissed Itamar Borochov as Director and Chairman effective immediately.
ITEM 9.01 – EXHIBITS.
| Exhibit | Description |
| 10.1 | Board of Directors Resolution Dismissing Itamar Borochov |
| 10.2 | Shareholders Resolution Dismissing Itamar Borochov |
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: September 2nd, 2020 | CANNABICS PHARMACEUTICALS, INC. | |
| By: | /s/ Eyal Barad | |
| Name: | Eyal Barad | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
THE BOARD OF DIRECTORS
OF
CANNABICS PHARMACEUTICALS INC.
The following is a true copy of the resolution duly adopted at this Special Meeting of the Corporation, held in Tel Aviv, Israel this 2nd day of September, 2020;
The Board of Directors which was present for this meeting & took active part therein was:
Eyal Barad
Gabriel Yariv
Gil Feiler, as observer
WHEREAS there has been discussion amongst the Board members regarding the stability of the Company, and in particular the uncooperative behavior of Itamar Borochov,
NOW THEREFORE BE IT RESOLVED that the Directors, having considered this matter, and having opened the floor to all those who voice a preference in the issue, the Board has overwhelmingly decided and RESOLVED that:
Itamar Borochov is removed as a Director and Chairman of the Board, effective immediately.
Said Motion is hereby passed and the corporate books, records and the Company shall file this Resolution in the corporate records.
Dated: 2nd September, 2020
_____________________
David E. Price, Esq., Corp Secretary
Exhibit 10.2
RESOLUTION OF THE SHAREHOLDERS
OF
CANNABICS PHARMACEUTICALS INC.
The following is a true copy of the resolution duly adopted by the Board of the Majority Shareholder of the Corporation at a special meeting, notice to this meeting having been waived, held this 2nd day of September, 2020;
WHEREAS there has been presented to and considered by this meeting a Motion from the Board of Directors to remove a Board Member at this time;
NOW THEREFORE BE IT RESOLVED that Cannabics Inc., the majority shareholder of the Company, has considered the Board’s decision and has overwhelmingly decided and RESOLVED:
That Itamar Borochov is hereby removed as Director and Chairman, effective immediately.
Said Motion is hereby passed and the corporate books, records and the Company shall file this Resolution in the corporate records.
Dated: 2nd September, 2020
/s/ Eyal Barad
Eyal Barad
/s/ Gabriel Yariv
Gabriel Yariv
on behalf of Cannabics, Inc., Majority Shareholders