8-K - CPMD - 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): June 1, 2023

CannaPharmaRX, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-251016	27-4635140
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID No.)

Suite

3600, 888-3rd Street SW

Calgary**,Alberta** , Canada

T2P5C5

(Address of principal executive offices, including zip code)

(949) 652-6838

(Registrant’s Telephone Number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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: None

Securities registered pursuant to Section 12(g)of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CPMD	OTC Pink Sheets

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 5.02	Departure of Directors or Certain Officers;; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

Pursuant to notice provided on June 1, 2023, Dominic Colvin stepped down as the Chief Executive Officer (“CEO”) of CannPharmaRX, Inc. (the “Company”) effective June 1, 2023. There was no disagreement between Mr. Colvin and the Company on any matter related to the Company’s operations, policies or practices that led to Mr. Colvin’s resignation as CEO.

On June 1, 2023, the Company’s Board of Directors appointed Dean Medwid as Chief Executive Officer. Mr. Medwid’s. Mr. Medwid is a dynamic senior operation executive with more than 30 years of experience in both public and private markets with a focus on scalable process engineering, brand development and strategic partnerships.

He has been recognized with numerous business awards and accolades, including Profit 100’s Top 100 in Canada, five years in a row while a partner in Seattle’s Best Coffee, additionally was a awarded the recognition of being one of Vancouvers Top 40 Under 40.

Mr. Medwid has a demonstrated history of increasing corporate performance through the management of process design, customer relationships, strategic planning along with a focused initiative of data-driven change management and utilized these skills as President of New Leaf Ventures, a publicly trade cannabis company with operations in both Canada and the USA. He has been in the cannabis industry for several years focused on mergers and acquisitions and harnessing the health and wellness benefits of plant material and distillates.

In connection with Mr. Medwid’s appointment as CEO, the Company entered into an agreement with Mr. Medwid (the “Employment Agreement”), setting forth the terms of his employment and compensation. Pursuant to the Employment Agreement, effective June 1, 2023, Mr. Medwid will receive a base salary of up to CDN $17,325.00 per month. Further, Mr. Medwid is entitled to annual bonuses as recommended by the Board of Director’s Compensation Committee and other reimbursement of certain expenses.

The description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no other arrangements or understandings between Mr. Medwid and any other persons pursuant to which Mr. Medwid was appointed as the Company’s Chief Executive Officer. There are no family relationships between Mr. Medwid and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.	Financial Statements and Exhibits.

(c) Exhibits.

Number	Exhibit
10.1	Employment Agreement between CannaPharmaRX, Inc. and 1082900 BC Ltd. (Dean Medwid) dated May 22, 2023
104	Cover Page Interactive Data File formatted in inline XBRL

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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.

	CANNAPHARMARX, INC.
June 23, 2023	By:	/s/ John Cassels
		John Cassels<br>Chief Financial Officer

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Exhibit 10.1

CannaPharmaRxAppoints Dean Medwid as New CEO

**CALGARY, AB / ACCESSWIRE / June 23, 2023/**CannaPharmaRx, Inc. (OTC PINK:CPMD), a future leader in ultramodern, highly efficient cannabis production facilities announced today that the company has appointed a new CEO. Dean Medwid succeeds Domenic Colvin, who will stay with the company providing leadership and vision. Mr. Medwid assumed CEO duties earlier this month and will guide the company through its rapid growth phase.

Mr. Medwid is a dynamic senior operations executive with more than thirty years of experience in both public and private markets with a focus on scalable process engineering, brand development and strategic partnerships. He has been recognized with numerous business awards and accolades, including Profit 100’s Top 100 in Canada, five years in a row while a partner in Seattle’s Best Coffee, additionally was a awarded the recognition of being one of Vancouver’s Top 40 Under 40. Mr. Medwid recently exited his prior company in the retail cannabis sector and looks forward to bringing that background to the company as they target new revenue opportunities this year.

His strengths include driving growth through the expansion of market segments and geography resulting in multi-year growth. Mr. Medwid also has extensive experience creating internal processes for departmental budgets, technology standards and human resource policies resulting in an engaged workforce as well as developing corporate governance aligned to generally accepted accounting principles.

“I feel privileged to lead the company as it begins large-scale production and distribution. I look forward to working with the team to accelerate the growth trajectory and expanding or footprint,” said Medwid.

About CannapharmaRx, Inc.

CannapharmaRx is focused on the acquisition and development of state-of-the-art cannabis grow facilities in Canada. CPMD is in discussion with other companies regarding potential acquisitions. CannapharmaRx's business strategy is to become a leader in high quality and low-cost production of cannabis through the development, acquisition, and enhancement of existing facilities. CannapharmaRx is committed to operating high-quality facilities utilizing the latest technology in combined heat and power generation to ensure being a low-cost producer of cannabis.

Safe Harbor Statement

Cautionary Note Regarding Forward-LookingInformation or Statements

This press release contains forward-looking information or statements. All statements that are or information which is not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance, are 'forward-looking information or statements.' Forward-looking information or statements can be identified by the use of words such as 'plans,' 'expects,' or 'does not expect,' 'is expected,' 'estimates,' 'intends,' 'anticipates,' or 'does not anticipate,' or 'believes,' or variations of such words and phrases or statements that certain actions, events or results 'may,' 'could,' 'would,' 'might' or 'will' be taken, occur or be achieved. With respect to forward-looking information and statements contained herein, Management of CannapharmaRx has made numerous assumptions, including, among other things, assumptions about general business and economic conditions. Such forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, events, or developments to be materially different from any future results, events, or developments expressed or implied by such forward-looking information or statements. Readers are cautioned not to place undue reliance on such forward-looking information or statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking information or statements. CannapharmaRx assumes no obligation to update any forward-looking information or statements, even if new information becomes available as a result of future events, new information, or for any other reason except as required by law.

ContactInformation:

Brokers and Analysts

Chesapeake Group

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