8-K

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, 2021

VITALITY

BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (530) 231-7800

NotApplicable

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

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

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):

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).

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. ☐

Effective Form S-1 Registration Statement and DTC Eligibility

On September 2, 2021, Vitality Biopharma, Inc. (the “Company”) issued a press release announcing 1) that the Securities and Exchange Commission has declared as effective the Company’s Form S-1 registration statement, as amended, that was filed on August 31, 2021, and 2) that the Depository Trust Company (“DTC”) deemed the Company’s common shares eligible for electronic clearing and settlement through the DTC.

The foregoing description of the press release does not purport to be complete and is qualified in its entirety by reference to the full text of the document. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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.

Exhibit99.1

VITALITYBIOPHARMA ANNOUNCES EFFECTIVE S-1 REGISTRATION STATEMENT AND DTC ELIGIBILITY

2 SEP 2021 / PRESS RELEASE

CLEVELAND, OHIO – (September 2, 2021) – Vitality Biopharma, Inc. (OTC Mkts: VBIO) (“Vitality” or the “Company”), an innovation-driven drug development company dedicated to unlocking the therapeutic powers of cannabinoids, today announced that the Securities and Exchange Commission has declared the Company’s Form S-1 registration statement effective. The registration statement was filed pursuant to the Securities Purchase Agreement, dated as of August 19, 2021, entered into by the Company with Triton Funds LP (“Triton”) and its affiliate, Triton Funds LLC. The registration statement registers for resale the securities to be issued to Triton under an equity line financing of up to $5,000,000. Only Triton may use the related prospectus to resell the shares registered under the registration statement.

The Company anticipates using the proceeds from the equity line financing to advance the Company’s leading prodrug candidate, VBX-100, through its pre-clinical studies and for general corporate purposes. VBX-100, a glycosylated cannabinoid developed using our proprietary enzymatic bioprocessing technologies, was recently granted Orphan Drug Designation by the FDA for the treatment of pediatric ulcerative colitis.

The Company also announced that, effective July 1, 2021, the Depository Trust Company (“DTC”) deemed the Company’s common shares eligible for electronic clearing and settlement through DTC. DTC is a subsidiary of the Depository Trust & Clearing Corporation, a company that manages the electronic clearing and settlement of publicly traded securities. Common stock that is eligible to be electronically cleared and settled through DTC are considered to be “DTC Eligible”. A “DTC eligible security” is one that is freely tradable, qualified to be held by banks and brokerage firms at DTC and traded and serviced through DTC’s electronic book-entry system. The eligibility process enhances capital market efficiencies and reduces costs by enabling eligible securities to be deposited, distributed and, for market transactions, to be settled through DTC’s automated processes.

This press release does not constitute an offer or sale of, or the solicitation of an offer to buy, securities of the Company nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutVitality Biopharma, Inc.

Headquartered in Los Angeles, California, Vitality Biopharma, Inc. (www.vitality.bio) is a company focused on the advancement of pharmaceuticals and innovative technologies that improve the lives of patients. Vitality seeks to achieve this objective through the development of novel glycosylated cannabinoid prodrugs that are engineered to deliver the therapeutic benefits of cannabinoids but without their unwanted side effects. Vitality has developed over 100 novel cannabinoid compounds, including glycosylated tetrahydrocannabinol (THC) and water soluble glycosylated cannabidiol (CBD) prodrugs.

NoticeRegarding Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, timing of clinical trials and product development, business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

**VitalityBiopharma, Inc.**Investor Relations

info@vitality.bio

+1 530.231.7800

www.vitality.bio