Current Report Filing (8-k)

U.S. 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):

March 16, 2020

Cannapharmarx, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware

000-27055

24-4635140

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer ID No.)

3600

888-3^rd Street SW

Calgary, Alberta, Canada T2P5C5

(Address of principal executive offices)

(949) 652-6838

(Issuer’s Telephone Number)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	CPMD	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 1.01 Entry into a Material Definitive Agreement

On or about June 11, 2019, we reported that we, along with a wholly owned subsidiary of our Company, entered into a Securities Purchase Agreement with Sunniva, Inc, a British Columbia, Canada corporation (“Sunniva”) wherein we have agreed to acquire all of the issued and outstanding securities of Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc. and 1167025 B.C. LTD. These companies are the current owners of the Sunniva Canada Campus, which includes construction assets for a planned 759,000 square-foot greenhouse located on an approximately 114-acre property in Okanagan Falls, British Columbia. Thereafter, we also reported that the terms of the relevant agreement, specifically, the purchase price to be paid, had been amended.

On March 16, 2020, we entered into a third amendment to the agreement with Sunniva, again amending the terms of the purchase price and resetting the proposed closing date of this transaction to be on or before March 31, 2020. The purchase price has again been amended to CAD $12.9 million in cash and CAD $7.1 million through the issuance of 3,566,687 of our newly created Series C Convertible, Redeemable Preferred Shares (the “Consideration Shares”) from the previous purchase price of CAD $16.0 million in cash and a note in the principal amount of CAD $4.0 million. The Consideration Shares will pay an 8% cumulative dividend, are convertible into shares of our Common Stock and will give certain retraction rights based on our future capital raises.

Item 7.01 Regulation FD Disclosure

Attached is a copy of a press release being issued relating to the amended terms of acquisition of Sunniva Medical, Inc. and 1167025 B.C. LTD, a copy of which is attached as Exhibit 99.1 and is hereby incorporated.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Number		Exhibit
10.6		Amendment No 3 to Securities Purchase Agreement with Sunniva Inc.
99.1		Press Release of Sunniva Inc Announcing amended terms of sale of Sunniva Medical, Inc. to us.

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.