Current Report Filing (8-k)
April 03 2020 - 12:20PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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 30, 2020
CANNABIS GLOBAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
Nevada
(State or other jurisdiction of incorporation
or organization)
|
Commission File Number
333-146404
|
99-0539775
(I.R.S. Employer
Identification Number)
|
520 S. Grand Avenue, Suite 320, Los
Angeles, CA 90071
(Address of Principal Executive Offices
and Zip Code)
(310) 986-4929
(Issuer's telephone number)
MCTC HOLDINGS, INC.
(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:
Title of Each Class
|
Trading Symbols
|
Name of Exchange on Which Registered
|
Common
|
MCTC
|
None
|
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).
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. ☒
Section 5 - Corporate Governance
and Management
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective
March 30, 2020, the Registrant filed Articles of Conversion with the Delaware Secretary of State, electing to convert and re-domicile
the Registrant from a Delaware corporation to a newly formed Nevada corporation named Cannabis Global, Inc. Concurrently, the Registrant
filed Articles of Incorporation and Articles of Domestication with the Nevada Secretary of State incorporating the Registrant in
Nevada under the name Cannabis Global, Inc. and accepting the re-domicile of Registrant’s Delaware corporation. There is
no change to the Registrant’s fiscal year end.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
(a)
On December 4, 2019, a majority of the shareholders eligible to vote met in a special meeting pursuant to Sections 2.03, 2.07 and
2.11 of the Company's By-Laws, and Chapter 1, Delaware General Corporation Law § 228. The shareholders approved and authorized
(i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Company from MCTC Holdings, Inc. to Cannabis
Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol for the Company with FINRA.
Section 8 - Other Events
Item 8.01 Other Events.
Consistent with the approval of the
shareholders, the Registrant will file a Notice of Corporate Action with FINRA to formally change its name to Cannabis Global,
Inc. and its trading symbol. The Registrant will update shareholders and the public upon an expected completion date for these
matters.
Section 9 – Financial
Statement and Exhibits
Item 9.01 Financial Statements and
Exhibits
Exhibit No. Document Location
3(i) Articles
of Incorporation, Cannabis Global, Inc. Filed Herewith
20.1 Articles
of Domestication, Cannabis Global, Inc. Filed Herewith
20.2 Articles
of Conversion, MCTC Holdings, Inc. Filed Herewith
20.3 Majority Consent, Shareholders Filed
Herewith
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.
Dated April 2, 2020
CANNABIS GLOBAL, INC.
By: /s/ Arman Tabatabaei
Arman Tabatabaei
(Principal Executive Officer)
Cannabis Global (PK) (USOTC:CBGL)
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