8-K

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): August ___, 2020

PHARMAGREEN BIOTECH INC.

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

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):

[  ] 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) [X]

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 [X]

ITEM 1.03    BANKRUPTCY OR RECEIVERSHIP

On August 7, 2020, (the “Petition Date”), Pharmagreen Biotech, Inc., Inc. (the “Company” or the “Debtors”), filed voluntary petitions for reorganization (the “Bankruptcy Petitions” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Court”). The Debtors filing with the Court was designated as Case No. 20-13886. During the pendency of this matter, the Debtors have also filed motions with the Court seeking authorization to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Debtors expect to continue their existing operations without interruption during the pendency of the Chapter 11 Cases. To maintain and continue uninterrupted ordinary course operations during the Chapter 11 Cases, the Debtors have filed a variety of “first day” motions seeking approval from the Court for various forms of customary relief. These motions are designed primarily to minimize the effect of bankruptcy on the Company’s operations, customers and employees.

ITEM 2.04    TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATIONS UNDER AN OFF-BALANCE SHEET ARRANGEMENT

The commencement of the Chapter 11 Cases described in Item 1.03 of this report constitutes an event of default under certain of the Company’s debt instruments, including various Unsecured Convertible Note Agreements (collectively, the “Unsecured Notes”), which results in automatic acceleration of the Company’s obligations under such debt instruments. Any efforts to enforce payment obligations under the aforementioned debt instruments are automatically stayed as a result of the filing of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.

ITEM 7.01    REGULATION FD DISCLOSURE

On August 11, 2020, the Company issued a press release announcing the filing of the Bankruptcy Petitions. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 7.01, including 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”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

ITEM 8.01    OTHER EVENTS.

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

ITEM 9.01****FINANCIAL STATEMENTS AND EXHIBITS.

**(d)**Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

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 thereunto duly authorized.

PHARMAGREEN BIOTECH AIMS TO RESTRUCTURE DEBT, PROTECT THE COMPANY AND ITS SHAREHOLDERS

CARSON CITY, NV, August 11, 2020

Pharmagreen Biotech, Inc. (OTC: PHBI), a company specializing in the development of highest quality tissue cultured starter plantlets for the cannabis and hemp industry, announced today that the Company has voluntarily filed for petitions for relief under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Nevada (the “Court”).

“As we started to execute on our business plan, earlier this year before the spread of COVID-19, we completed financing that carried toxic terms after 6 months. Due to the Pandemic, our ETN process got delayed as Europe shut down for over two months, and these notes became due and as result these lenders are seeking very toxic conversions that would essentially wipe out the company’s valuation. After taking much time to carefully analyze our strategic options, we have decided that a voluntary chapter 11 filing provides the best possible outcome for Pharmagreen,” said Pharmagreen Biotech CEO Peter Wojcik.. “We plan to engage all our lenders to settle debts in a way that is fair and beneficial for all parties going forward.”

The Company has filed customary motions with the Bankruptcy Court that will allow, upon Bankruptcy Court approval, the Company’s ability to continue operations in the ordinary course of business, including, among other things, payment of suppliers and vendors and the use of cash collateral. These motions are typical in the Chapter 11 process and the Company anticipates that they will be approved shortly after the commencement of its Chapter 11 case. The Company plans to use the Chapter 11 process to build a comprehensive restructuring plan that will allow the Company to emerge from Chapter 11 with a manageable balance sheet.

“We are working non-stop on expediting the in-court restructuring that will allow us to maintain our operational momentum and uphold the obligations we have to our shareholders,” says Wojcik. “We could not allow these toxic lenders to harm our company any further and the investments made by our loyal shareholders.”

“We feel that we can secure necessary additional funding and, coupled with  Pharmagreen Inc.’s ETN asset backed bond scheduled to begin trading on the European markets in the near future, we can successfully exit this process with a more successful future.”

About Pharmagreen Biotech, Inc. and WFS Pharmagreen Inc.

WFS Pharmagreen Inc. is a wholly owned Canadian based subsidiary of Pharmagreen Biotech, Inc., a publicly traded (OTC PINKS: PHBI) company.  WFS Pharmagreen Inc. is a cannabis company that is becoming the largest producer of cannabis plantlets through a proprietary tissue culture process with the opportunity to become one of the largest players

globally.  Pharmagreens’ mission is to advance the technology of tissue culture science and to provide the highest quality 100% germ-free, disease-free and all genetically the same plantlets of cannabis and other flora while offering full spectrum DNA testing for plant identification, live genetics preservation using low temperature storage for various cannabis and horticulture plants; extraction of botanical oils mainly CBD oil, and to deliver laboratory based services to the North American Cannabis and agriculture sectors.  For further information on the company progress on the construction of a 63,000 square foot “Cannabis Biotech Complex” please visit www.pharmagreen.ca

Safe Harbor Statement

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward-looking statements include: our inability to obtain additional financing on acceptable terms; risk that our products and services will not gain widespread market acceptance; inability to compete with others who provide comparable products; the failure of our technology; the infringement of our technology with proprietary rights of third parties; inability to respond to consumer demands; inability to replace significant customers; seasonal nature of our business. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions may be used to identify forward-looking statements.

The OTC Markets or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

Contact Information: www.pharmagreen.ca Tel: (702) 803 9404 Email: info@pharmagreen.ca