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): December 17,
2020
Neuropathix,
Inc.
(Exact
name of Registrant as specified in its charter)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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| ☐ |
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:
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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
1.01 Entry into a Material Definitive Agreement.
As
previously reported on the Current Report on Form 8-K (the “Prior
8-K), on November 17, 2020, Neuropathix, Inc. (f/k/a Kannalife,
Inc.), a Delaware corporation (the “Company”), entered into a
binding letter of intent (the “Binding Letter of Intent”) to
acquire certain intellectual property assets (the “IP Rights”) of
Advanced Neural Dynamics, Inc. (“AND”) and Fox Chase Chemical
Diversity Center, Inc. (“Fox Chase”).
On
December 17, 2020, the Company entered into definitive
documentation to acquire the IP Rights. Specifically, the Company
entered into an Intellectual Property Rights Purchase and Transfer
Agreement (the “IP Purchase Agreement”) by and between AND, Fox
Chase, Dr. Douglas Brenneman (“Brenneman”) and the Company to
acquire the IP Rights and concurrently entered into a
Pharmaceutical Royalty Agreement (the “Royalty Agreement”) with AND
and Fox Chase (collectively, the “Transaction”).
Pursuant
to the IP Purchase Agreement, the Company acquired the IP Assets
for a $600,000 aggregate purchase price payable in restricted
common stock of the Company to Fox Chase, Brenneman and AND,
payable as follows:
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• |
1,000,000
shares of restricted common stock of the Company were issued to Fox
Chase at a price per share of $0.30 for an aggregate of $300,000;
and |
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• |
$300,000
in common stock will be issued to AND/Brenneman in five annual
installments which shall be calculated as $60,000 divided by the
average ten (10) day closing price prior to each installment date
with the initial installment date occurring on January 5, 2021;
provided, however, that for the initial installment issuance price
only, the price per share shall not be below $0.30 or above $0.60
per share. |
In
addition, AND/Brenneman shall receive cash payments of $15,000
annually, payable in quarterly installments to offset against tax
payments, netted out against actual tax costs incurred. In the
event such payments are not made, there will be a 10% penalty
assessed on said late tax offset payment.
Pursuant
to the Royalty Agreement, the following royalties and license fees
are payable to Fox Chase and AND as well:
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1%
royalties on net sales up to $500,000 per year per participant (for
an aggregate maximum of 2% and up to $1,000,000) (the “Royalty
Fee”); |
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1%
upfront sublicense fees per participant; and |
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1%
reversion rights to each participant (for 2% aggregate), which
rights include future milestone payments. |
Dr.
Allen Reitz and Brenneman, the principals of AND and Fox Chase,
respectively, will also become members of the Company’s scientific
advisory board (SAB) and will receive options to acquire 100,000
shares of common stock of the Company for each year of SAB service,
which is initially a 2-year term.
The
foregoing descriptions of the IP Purchase Agreement, the Royalty
Agreement and the Transaction contemplated thereby does not purport
to be complete and is qualified in its entirety by reference to the
full text of the agreements, copies of which are attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively,
and are incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
3.02.
The
issuance of the shares of the Company’s common stock pursuant to
the Transaction is exempt from registration under the Securities
Act of 1933, as amended (the “Act”), in reliance on exemptions from
the registration requirements of the Act in transactions not
involved in a public offering pursuant to Section 4(a)(2)
and/or Regulation D of the Act.
Item
7.01 Regulation FD Disclosure
On
December 21, 2020, the Company issued a press release regarding the
Transaction. A copy of this press release is attached hereto as
Exhibit 99.1 and is being furnished with this Current Report on
Form 8-K (“Current Report”).
The
information set forth under Item 7.01 of this Current Report,
including Exhibit 99.1 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, 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.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact contained
in this Current Report, are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other
important factors that may cause the Company’s actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. In addition, projections,
assumptions and estimates of the Company’s future performance and
the future performance of the markets in which the Company operates
are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “would,” “could,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” or
“continue” or the negative of these terms or other similar
expressions. The forward-looking statements in this Current Report
are only predictions. The Company has based these forward-looking
statements largely on its current expectations and projections
about future events and financial trends that the Company believes
may affect its financial condition, operating results, business
strategy, short-term and long-term business operations and
objectives. These forward- looking statements speak only as of the
date of this Current Report and are subject to a number of risks,
uncertainties and assumptions. The events and circumstances
reflected in such forward-looking statements may not be achieved or
occur and actual results could differ materially from those
projected in the forward-looking statements. Moreover, the Company
operates in a very competitive and rapidly changing environment.
New risks and uncertainties may emerge from time to time, and it is
not possible for the Company to predict all risks and
uncertainties. Except as required by applicable law, the Company
does not plan to publicly update or revise any forward-looking
statements contained herein, whether as a result of any new
information, future events, changed circumstances or
otherwise.
Item
9.01 Financial Statements and Exhibits
(d)
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.
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NEUROPATHIX,
INC. |
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| Dated:
December 21, 2020 |
By: |
/s/
Dean Petkanas |
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Dean
Petkanas |
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Chief
Executive Officer and Chairman |
