Current Report Filing (8-k)
January 28 2020 - 9:01AM
Edgar (US Regulatory)
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): January 28, 2020
Kannalife,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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000-55657
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46-2645343
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3805
Old Easton Road
Doylestown,
PA 18902
(Address
of Principal Executive Offices)
(858)
883-2642
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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 (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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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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
On
January 28, 2020, Kannalife, Inc. (the “Company”) issued a letter (the “Stockholder Letter”) to its stockholders
regarding the Company’s recent initiatives and corporate updates (the “Updates”). The Company also issued a
press release regarding the Updates on the same day (the “Press Release”).
A
copy of the Stockholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”)
and is incorporated by reference herein.
A
copy of the Press Release is furnished as Exhibit 99.2 to this Current Report and is incorporated by reference herein.
Exhibit
99.1 and Exhibit 99.2 contain forward-looking statements. These forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions
as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed
in these forward-looking statements.
The
information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this
Current Report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except
as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality
of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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99.1
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Stockholder
Letter, dated January 28, 2020
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99.2
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Press
Release, dated January 28, 2020
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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.
Kannalife, Inc.
Dated: January 28, 2020
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By:
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/s/
Dean Petkanas
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Dean
Petkanas
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Chief
Executive Officer and Chairman
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