Form 8-K - Current report

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 14, 2023

AVENIR WELLNESS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-55908	90-1504639
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5805 Sepulveda Blvd., Suite 801

Sherman Oaks, California

91411

(Address of principal executive offices)

(Zip Code)

(424) 273-8675

(Registrant’s telephone number, including area code)

____________________

(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: None.

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 8.01 Other Events.

As previously disclosed, Avenir Wellness Solutions, Inc. (the “Company”), was notified by the OTC Markets Group Inc. (the “OTC Markets Group”) on May 16, 2023 that its common stock, par value $0.001 per share, would be moved from the OTC Market Group’s OTCQB market (the “OTCQB”) to the OTC Pink Market, effective May 17, 2023, because the Company had not timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, failing to comply with the Company’s ongoing disclosure obligations outlined in Section 2.2(2) of the OTCQB Standards. The Company has since regained compliance with the requirements of the OTCQB Standards and fulfilled all of the OTC Markets Group’s requirements for the re-listing of its common stock on the OTCQB. On September 14, 2023, the OTC Markets Group notified the Company that its common stock would be moved from the OTC Pink Market to the OTCQB, effective September 15, 2023. On September 15, 2023, the Company’s common stock was listed on the OTCQB, with an opening price of $0.11 per share.

On September 19, 2023, the Company issued a press release announcing, among other things, the re-listing of its common stock on the OTCQB. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
99.1		Press Release, dated September 19, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVENIR WELLNESS SOLUTIONS, INC.

Date: September 19, 2023	By:	/s/ Joel Bennett
	Name:	Joel Bennett
	Title:	Chief Financial Officer

null

Cover	Sep. 14, 2023
Cover [Abstract]
Entity Registrant Name	AVENIR WELLNESS SOLUTIONS, INC.
Entity Central Index Key	0001643301
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 14, 2023
Entity File Number	000-55908
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	90-1504639
Entity Address Address Line 1	5805 Sepulveda Blvd.
Entity Address Address Line 2	Suite 801
Entity Address City Or Town	Sherman Oaks
Entity Address State Or Province	CA
Entity Address Postal Zip Code	91411
City Area Code	424
Local Phone Number	273-8675
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false