Current Report Filing (8-k)
November 19 2020 - 9:01AM
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): November 17, 2020
Neuropathix,
Inc.
(Exact
name of Registrant as specified in its charter)
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))
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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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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.
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
Estate”) of Advanced Neural Dynamics, Inc. (“AND”) and Fox Chase Chemical Diversity Center, Inc. (“Fox
Chase”).
As
provided in the Binding Letter of Intent, the Company plans to acquire the IP Estate from AND and Fox Chase for a $600,000 aggregate
purchase price payable in restricted common stock of the Company. In addition, 1% royalties on net sales up to $500,000 per year
per participation are payable to Fox Chase and AND (for an aggregate maximum of 2% and up to $1,000,000) (the “Royalty Fee”)
and 1% reversion rights to each of AND and Fox Chase (for 2% aggregate). The principals of AND and Fox Chase would also become
members of the Company’s scientific advisory board (SAB) and received 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.
A
copy of the Binding Letter of Intent is filed in Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
November 19, 2020, the Company issued a press release regarding the Binding Letter of Intent. 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: November 19, 2020
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By:
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/s/
Dean Petkanas
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Dean
Petkanas
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Chief
Executive Officer and Chairman
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