Current Report Filing (8-k)
February 02 2021 - 11:20AM
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): January 27, 2021
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)
(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
|
CBGL
|
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 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On January
27, 2021 Cannabis Global, Inc. (the “Registrant”) closed a material definitive agreement (MDA) with Edward Manolos,
a director and related party.
Pursuant
to the MDA, the Registrant purchased from Mr. Manolos 266,667 shares of common stock in Natural Plant Extract of California Inc.,
a California corporation (“NPE”), representing 18.8% of the outstanding capital stock of NPE on a fully diluted basis.
NPE operates a licensed psychoactive cannabis manufacturing and distribution business operation in Lynwood, California. NPE is
a privately held corporation. Under the terms of the MDA, the Registrant acquired all beneficial ownership over the NPE shares
in exchange for a purchase price of two million forty thousand dollars ($2,040,000).
In lieu
of a cash payment, the Registrant agreed to issue Mr. Manolos 11,383,929 restricted common shares, valued for purposes of the
MDA at $0.1792 per share.
In connection
with the MDA, the Registrant became a party to a Shareholders Agreement by and among Alan Tsai, Hymers, Betterworld Ventures,
LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customary rights and obligations, including
restrictions on the transfer of the Shares. Additionally, the Registrant intends, upon completion of the terms and conditions
of the Material Definitive Agreement, to control the production, manufacturing and distribution of both NPE and the Registrant’s
products
Section
9 – Financial Statement and Exhibits
Item
9.01 Financial Statements and Exhibits
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: February 2, 2021
CANNABIS GLOBAL, INC.
By: /s/ Arman Tabatabaei
Arman Tabatabaei
(Principal Executive Officer)
Cannabis Global (PK) (USOTC:CBGL)
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