Current Report Filing (8-k)
February 03 2020 - 4:55PM
Edgar (US Regulatory)
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): January 29, 2020
DigiPath,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
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000-54239
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27-3601979
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(State
or other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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6450
Cameron Street, Suite 113 Las Vegas, NV
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89118
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(Address
of principal executive offices)
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(zip
code)
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(702) 527-2060
(Registrant’s
telephone
number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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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N/A
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Edmond
A. DeFrank Appointment as Director
On
January 29, 2020, Edmond A. DeFrank was appointed to the Board of Directors of Digipath, Inc. (the “Company”), filling
the vacancy resulting from the resignation of Dr. Cindy Orser.
Mr.
DeFrank, 52, is an attorney in private practice. There are no arrangements or understandings with Mr. DeFrank pursuant to which
he was appointed as a director of the Company. Mr. DeFrank has been retained by the Company to provide it with patent, trademark
and other intellectual property legal services, at a fixed rate of $5,000 per month for a minimum period of three-months, pursuant
to an Attorney Client Fee Agreement entered into on January 29, 2020. In addition, during 2019, the Company paid Mr. DeFrank $12,775
for legal services. Other than as set forth above and the compensation arrangements discussed below, there are no related party
transactions between the Company and Mr. DeFrank that are subject to disclosure under Item 404(a) of Regulation S-K.
Board
Compensation
On
January 31, 2020, the Company’s Board of Directors approved the following compensation for each of Edmond A. DeFrank
and Dennis Hartmann for serving as directors:
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$18,000
per year of cash compensation, payable in quarterly installments of $4,500; and
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the
issuance of a stock option to purchase 250,000 shares of the Company’s common stock
at an exercise price of $0.10 per share, with each option vesting as to one-quarter of
the shares immediately, and as to the remaining shares in equal amounts on each of the
next three anniversaries of the grant date.
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Chairman
of the Board
On
January 31, 2020, Bruce Raben was appointed by the Company’s Board of Directors to serve as its Chairman of the Board
in a non-executive capacity.
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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Digipath, Inc.
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Date: February 3, 2020
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By:
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/s/
Todd Peterson
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Todd
Peterson
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Chief
Financial Officer
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