UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
Current
Report
Pursuant to Section 13 or
15( d )
of the Securities Exchange
Act
November 1,
2018
Date of
Report (Date of Earliest Event Reported)
Phoenix Life
Sciences International Limited.
(Exact name of registrant as specified in its
charter)
Nevada |
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333-167275 |
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46-0525378 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification Number) |
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3000 Lawrence
Street
Denver, CO
80205
1.720.699.7222 or
Investor Relations +1.888.717.5655 |
(Address, including
zip code, and telephone number, including area code,
of
registrant's principal executive offices)
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))
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.
PHOENIX LIFE
SCIENCE INTERNATIONAL LIMITED
Form
8-K
Current
Report
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ITEM 7.01 |
REGULATION FD DISCLOSURE |
On November
1, 2018, the Company’s Board of Directors announced that the
Company’s stock symbol had been formally changed from MJMD to PLSI,
and that the Company had completed its consolidation of businesses
to form an international Cannabis Company. A copy of the press
release is attached hereto as Exhibit 99.1. The information in this
Item 7.01 and the exhibit attached hereto are furnished to, but not
filed with, the Securities and Exchange Commission.
On November
13, 2018, the Company’s Board of Directors announced that it has
retired its Series C Preferred Stock, convertible debt, and has
cancelled its series A and B Preferred Stock. A copy of the press
release is attached hereto as Exhibit 99.2. The information in this
Item 7.01 and the exhibit attached hereto are furnished to, but not
filed with, the Securities and Exchange Commission.
On November
14, 2018, the Company’s Board of Directors announced that it has
received an import certificate from the Republic of Vanuatu’s
Minister of Health to bring its cannabis diabetes drug Phoenix
Metabolic into the country for clinical trials. A copy of the press
release is attached hereto as Exhibit 99.3. The information in this
Item 7.01 and the exhibit attached hereto are furnished to, but not
filed with, the Securities and Exchange Commission.
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ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
(d)
Exhibits.
Exhibit |
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Number |
Description of
Exhibit |
99.1 |
Press Release issued November 1,
2018. |
99.2 |
Press Release issued November 13, 2018. |
99.3 |
Press Release issued November 14, 2018. |
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Phoenix Life
Science International Limited
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Date: November 23,
2018 |
By: |
/s/ Martin Tindall |
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Martin
Tindall |
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Chief Executive
Officer |
Phoenix Life Sciences International
Limited 8-K
Exhibit
99.1
Phoenix Life
Sciences International Receives Approval for Name Change, Symbol
Change, and Completion of Consolidation of
Businesses
DENVER –
November 2, 2018 – Phoenix Life Sciences International Limited
(OTC:
PLSI) (“Phoenix Life”), an international adaptive healthcare
solutions company, today announced it has completed the last stages
the consolidation of businesses and received approval from the
Financial Industry Regulatory Authority (“FINRA”) of the corporate
action completing its name change and change of stock
symbol.
Phoenix Life
Sciences International Limited will now trade under the stock
symbol PLSI.
“After five
years of planning and hard work, we could not be more excited to
have completed this consolidation to build a world changing
organization,” said Martin Tindall, CEO of Phoenix Life Sciences
International. “This marks the end of what has been a long
transitional period for our company and the beginning of a new
chapter of opportunity for Phoenix Life. We have made incredible
progress over the past months towards our goal of creating a truly
international healthcare organization. Our focus on creating global
supply of pharmaceutical and nutraceutical products derived from
medical cannabis and other botanical compounds targeted towards
treating patients across the world with a range of diseases makes
me truly proud.”
The company
has recently announced some of the following milestones:
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- |
Completion
of merger including retiring all convertible notes |
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- |
Appointment of new Board of Directors and executive
team |
|
- |
Received approval to establish operations in the country and
manufacture botanical pharmaceutical products |
|
- |
Medical Advisory Council adds Diabetes Director |
Tindall
continued, “Unlike other companies that are focused on retail or
limited markets, our vision is to bring cannabinoid-based
treatments to a global audience through government-supported
healthcare systems. Starting in the South Pacific, we plan to
create a comprehensive supply chain of cannabinoid-based
pharmaceutical products that healthcare systems across the world
can utilize to improve the health of their people.”
For more
information about Phoenix Life, visit https://www.plsi.co/.
About
Phoenix Life Sciences International Limited
Phoenix Life
Sciences International Limited is an adaptive healthcare solutions
company. Our business is to advance research and integrate programs
and manufacturing of products that target and treat diabetes, pain,
cancer, and address psychological, gastrointestinal, autoimmune,
neurological and sleep disorders. We strive to create partnerships
and integrate these programs for human health into communities
worldwide as part of our Global Health Initiative.
FORWARD-LOOKING
STATEMENTS
Information contained
in this press release regarding Phoenix Life Sciences
International, Limited and its subsidiaries, (the “Companies”) may
constitute forward-looking statements or statements which may be
deemed or construed to be forward-looking statements. The words
“plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”,
“expect”, “should”, “believe,” and similar expressions are intended
to identify forward-looking statements. These forward-looking
statements involve, and are subject to, known and unknown risks,
uncertainties and other factors which could cause the Company’s
actual results, performance (financial or operating) or
achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by
such forward-looking statements. The risks, uncertainties and other
factors are more fully discussed in the Company’s filings with the
U.S. Securities and Exchange Commission. All forward-looking
statements attributable to the Companies herein are expressly
qualified in their entirety by the above-mentioned cautionary
statement. The Companies disclaim any obligation to update
forward-looking statements contained in this press release, except
as may be required by law.
FOOD
AND DRUG ADMINISTRATION (FDA) DISCLOSURE
These
statements have not been evaluated by the FDA and therefore the
products sold by Phoenix Life Sciences International are not
available on U.S.
LEGAL
DISCLOSURE
Phoenix Life
Sciences International does not sell or distribute any products in
the United States that are in violation of the United States
Controlled Substances Act (US.CSA). This company does not grow,
sell, and distribute cannabis-based products in the United States
and is solely involved with the legal distribution of medical
cannabis-based products within certain international markets
outside of the United States.
Investor
Contact:
Phone:
1.888.717.5655 or international +1.720.699.7222
E-mail:
investor.relations@phoenixlife.co
Media
Contact:
Kathryn
Reinhardt
CMW
Media
Kathryn@cmwmedia.com
619-972-3089
Exhibit
99.2
Phoenix Life Sciences International
Announces Significant Retirement of Convertible Debt and
Elimination of Outstanding Preferred
Shares
DENVER , Nov. 13, 2018
(GLOBE NEWSWIRE) — Phoenix Life Sciences International Limited
(“Phoenix Life”) (OTC:
PLSI), an international adaptive healthcare solutions company,
today announced that it has retired additional convertible debt,
positioning the company with no more outstanding preferred shares
or debt that is subject to conversion.
As a part of the
implementation of its fiscal policy aimed at bringing shareholders
value and forwarding the company’s mission of creating a global
platform for plant-based pharmaceuticals, including bringing
medical cannabis products into the mainstream of healthcare, the
company has retired its outstanding Series C debt and canceled its
Series A and B.
“To operate under the
umbrella company Phoenix Life Sciences International, we executed
the consolidation of various entities and focused on eliminating as
much expensive debt as possible,” said Martin Tindall, Chief
Executive Officer of Phoenix Life Sciences International. “Many
companies must deal with this issue in later stages of their
growth. We are confident that addressing these types of fiscal
issues ahead of reaching larger milestones in the ramp up of our
product offering is crucial in building a solid fiscal structure
for the open markets. We are proud that we were able to achieve
this now and focus our attention on our many global healthcare
initiatives.”
The company has recently
announced multiple milestones in its progress including:
|
• |
Completion
of merger including retiring all convertible notes |
|
• |
Appointment
of new Board of Directors and executive team |
|
• |
Received
approval to establish operations in the country and manufacture
botanical pharmaceutical products |
|
• |
Medical
Advisory Council added Diabetes Director |
Currently, Phoenix Life is
working with the government of the Republic of Vanuatu to target
the treatment of diabetes with its cannabis-derived medications.
The company plans to utilize a vertically-integrated supply chain
model and to springboard distribution throughout the Australian and
South Pacific markets, as well as to 30 or more of the countries
that have approved medical cannabis.
For more information
about Phoenix Life, please visit https://www.plsi.co/
.
About Phoenix Life
Sciences International Limited
Phoenix Life Sciences International Limited is an adaptive global
healthcare solutions company. Our business is to advance research
and integrate programs and manufacturing of products that target
and treat diabetes, pain, cancer, and address psychological,
gastrointestinal, autoimmune, neurological and sleep disorders. We
strive to create partnerships and integrate these programs for
human health into communities worldwide as part of our Global
Health Initiative.
FORWARD-LOOKING
STATEMENTS
Information contained
in this press release regarding Phoenix Life Sciences
International, Limited and its subsidiaries, (the “Companies”) may
constitute forward-looking statements or statements which may be
deemed or construed to be forward-looking statements. The words
“plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”,
“expect”, “should”, “believe,” and similar expressions are intended
to identify forward-looking statements. These forward-looking
statements involve, and are subject to, known and unknown risks,
uncertainties and other factors which could cause the Company’s
actual results, performance (financial or operating) or
achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by
such forward-looking statements. The risks, uncertainties and other
factors are more fully discussed in the Company’s filings with the
U.S. Securities and Exchange Commission. All forward-looking
statements attributable to the Companies herein are expressly
qualified in their entirety by the above-mentioned cautionary
statement. The Companies disclaim any obligation to update
forward-looking statements contained in this press release, except
as may be required by law.
FOOD AND DRUG
ADMINISTRATION (FDA) DISCLOSURE
These statements have not
been evaluated by the FDA and therefore the products sold by
Phoenix Life Sciences International are not available on
U.S.
LEGAL
DISCLOSURE
Phoenix Life Sciences
International does not sell or distribute any products in the
United States that are in violation of the United States Controlled
Substances Act (US.CSA). This company does not grow, sell, and
distribute cannabis-based products in the United States and is
solely involved with the legal distribution of medical
cannabis-based products within certain international markets
outside of the United States.
Investor
Contact:
Phone: 1.888.717.5655 or international
+1.720.699.7222
E-mail: investor.relations@phoenixlife.co
Media
Contact:
Kathryn Reinhardt
CMW Media
Kathryn@cmwmedia.com
1-858-283-4005
Phoenix Life Sciences International
Limited 8-K
Exhibit
99.3
Phoenix Life
Sciences Receives Import Certificate for Cannabis Diabetes Drug
from the Republic of Vanuatu
DENVER
-- November 07, 2018 -- Phoenix Life
Sciences International Limited (OTCMarkets:
PLSI) (“Phoenix Life”), an international adaptive healthcare
solutions company, today announced that it has received an import
certificate from the Republic of Vanuatu’s Minister of Health to
bring its cannabis diabetes drug Phoenix Metabolic into the country
for clinical trials.
“With
this certificate, we look forward to playing a pivotal role in
decreasing the size of the global diabetes epidemic,” said Phoenix
Life Sciences International CEO Martin Tindall. “The Republic of
Vanuatu just took its first steps to legalize medical cannabis
throughout the nation, and we are thrilled to be at the forefront
of the industry during this historic time.”
Phoenix
Life can now import its cannabis-based diabetes drug into Vanuatu
and the company hopes to soon announce the launch of clinical
trials for its first 1,000 patients.
In the
Republic of Vanuatu, a South Pacific island nation comprised of
roughly 80 islands, about 13 percent of the population has
diabetes. That translates to about 35,000 of the 265,000 residents,
making diabetes the largest cost to the nation’s healthcare system.
Phoenix Metabolic has the potential to significantly decrease
Vanuatu’s yearly cost of diabetes treatments while providing a
natural, safer alternative to traditional pharmaceutical
medications.
"This
certificate is the first step in transforming the health of an
entire island nation based on a comprehensive, scientific approach
to modern illness and disease prevention," said Dr. Philip Blair,
Diabetes Director of the Phoenix Life Sciences International
Medical Advisory Council.
Phoenix
Life utilizes a vertically-integrated operation to produce its
medical cannabis pharmaceutical products and ensure maximum
efficacy. The company aims to partner with the single-payer
healthcare systems of both established and emerging economies to
conduct medical studies on cannabis for diabetes and establish
programs for diabetes patients to receive the company's botanical
products.
For more
information on Phoenix Life, please visit https://plsi.co/ .
###
About
Phoenix Life Sciences International Limited
Phoenix Life
Sciences International Limited (OTCMarkets: PLSI) is an adaptive
healthcare solutions company. Our business is to advance research
and integrate programs and manufacturing of products that target
and treat diabetes, pain, cancer, and address psychological,
gastrointestinal, autoimmune, neurological and sleep disorders. We
strive to create partnerships and integrate these programs for
human health into communities worldwide as part of our Global
Health Initiative.
FORWARD-LOOKING
STATEMENTS
Information
contained in this press release regarding Phoenix Life Sciences
International, Limited and its subsidiaries, (the “Companies”) may
constitute forward-looking statements or statements which may be
deemed or construed to be forward-looking statements. The words
“plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”,
“expect”, “should”, “believe,” and similar expressions are intended
to identify forward-looking statements. These forward-looking
statements involve, and are subject to, known and unknown risks,
uncertainties and other factors which could cause the Company’s
actual results, performance (financial or operating) or
achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by
such forward-looking statements. The risks, uncertainties and other
factors are more fully discussed in the Company’s filings with the
U.S. Securities and Exchange Commission. All forward-looking
statements attributable to the Companies herein are expressly
qualified in their entirety by the above-mentioned cautionary
statement. The Companies disclaim any obligation to update
forward-looking statements contained in this press release, except
as may be required by law.
FOOD AND
DRUG ADMINISTRATION (FDA) DISCLOSURE
These
statements have not been evaluated by the FDA and therefore the
products sold by Phoenix Life Sciences International are not
available on U.S. markets.
LEGAL
DISCLOSURE
Phoenix Life
Sciences International does not sell or distribute any products in
the United States that are in violation of the United States
Controlled Substances Act (US.CSA). This company does not grow,
sell, and distribute cannabis-based products in the United States
and is solely involved with the legal distribution of medical
cannabis-based products within certain international markets
outside of the United States.
Investor
Contact:
Phone:
1.888.717.5655 or international +1.720.699.7222
E-mail:
investor.relations@phoenixlife.co
Media
Contact:
Kathryn
Reinhardt
CMW
Media
Kathryn@cmwmedia.com
619-972-3089