Item 1.01 – Entry into a Material Definitive Agreement
On November 16, 2020 the Company entered into a Material Definitive Agreement with former majority shareholder Global Health Trust, its corporate trustee GHI Trustees Pty Ltd, former CEO Martin Tindall, Phoenix Life Sciences International Limited (Vanuatu) (“PLSI Vanuatu”) whereby the company agreed to certain terms of settlement and a general release of claims. The key essential terms of the agreement include as follows;
General Terms: A new company (“NewCo”) shall be formed by and owned exclusively by GHI Trustees Pty Ltd, as trustee for the Global Health Trust to replace the former Phoenix Life Sciences International Limited (Canada) that was dissolved as part of the original 18 September 2018 merger.
The below assets will be irrevocably transferred and assigned to NewCo free and clear of any encumbrance;
All ownership, rights and entitlements to PLSI Vanuatu, its contracts, agreements and relationships with the Vanuatu Government and all service providers, irrespective of geolocation.
All ownership, rights and entitlements to PLSI Canada, PLSI Vanuatu or Company products, internet domains, branding and materials including but not limited to;
Trade secrets and knowhow, and concepts to be patented for the creation of a series of formulations, specific genetic plant selection and delivery systems designed by botanists, biologists, chemical and industrial engineers for the purposes of maximizing the efficacy of medical cannabis for the targeted treatment of specific diseases, including diabetes, cancers, neurological and phycological disorders, autoimmune diseases, as well as a series of generic medical cannabis products for doctor prescription. All products are designed to be produced to pharmaceutical (cGMP) standards and to be regulated as a controlled substance. Each Targeted Treatment Medical Cannabis product designed for doctor prescription is based on different and specific ratios of whole plant cannabinoids and terpenes, extracted from specific plant strains and optimized through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system. Each has been designed to replace existing synthetic pharmaceuticals, reducing risk profiles and increasing efficacy in patient care. The products include;
Phoenix Metabolic – designed to maximize efficacy in the treatment of diabetes and its complications through increasing pancreatic function and insulin sensitivity, while improving liver function and reducing neuropathic pain and neuropathy, reducing inflammation and reducing appetite.
Phoenix Onco – includes 2 different formulations, Daytime and Nighttime. The Daytime is designed to actively reduce inflammation, stop metastasis and shrink tumors. The Nighttime is designed to affect apoptosis on cancer cells, while providing significant relaxation and sleep function and increased appetite.
Phoenix Auto – designed to target and treat autoimmune diseases, specifically including rheumatoid arthritis, crohns disease and psoriasis. Providing pain management, anti-inflammatory and greater regulation of the autoimmune diseases, without compromising the autoimmune functions of the body.
Phoenix Neuro – designed for neurological disorders combining neuroprotection, and nerve inflammation reduction.
Phoenix Mood – designed for targeting anxiety and other mood disorders, reducing fear response and providing a level of disconnection with anxiety triggers.
Generic Medical Cannabis product designed for doctor prescription is based on different and specific ratios of whole plant cannabinoids extracted from specific plant strains and optimized through the extraction and recombination process, prior to encapsulation in the precisely dosed delivery system, including;
Phoenix Daytime – a formulation containing specific ratios of cannabidiol and tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for daytime use without impairment.
Phoenix Calm - a formulation containing specific ratios of cannabidiol and tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for anytime use creating the general sense of wellbeing and calmative effect without impairment or too much sedation.
Phoenix Relax – a formulation containing specific ratios of cannabidiol and tetrahydrocannabinol, as well as trace levels of other cannabinoids and terpenes, for anytime use creating the general sense of wellbeing and relaxation with a mid-level of sedation.
Phoenix Sleep - containing specific ratios of cannabidiol and cannabinol, as well as trace levels of other cannabinoids and terpenes, for nighttime use. The Sleep product is designed to create soporific sleep.
All PLSI Vanuatu payables will be assumed by NewCo.
Tindall will retain existing liability for Makris and Yang judgements – Totaling approximately $1.2mil
Confirmation of obligation of the Company to pay debt of $1.5mil owed to Tindall in the form outstanding wages, outstanding expenses and balance of employment contract.
The Company, through its Board of Directors, shall file the notice of termination of merger with the Nevada Secretary of State and file a Form 8k with the Securities and Exchange Commission as soon as reasonably practicable confirming the terms of this agreement.
The Company will, as soon as reasonably practicable, commence any and all actions to complete a rename of the Company and will take appropriate actions to institute a viable business plan and/or a suitable merger candidate. The company will continue to be controlled by the Company Preferred Series B holders.
In the event that the Company fails to reach a reorganization plan suitable to Tindall by December 31, 2020, the parties acknowledge that Tindall intends to file bankruptcy proceedings against the Company. This timeline may be extended by mutual consent of the Company and Tindall.
The Board of Directors of the Company and holders of Preferred Series B Shares (executed as a shareholder meeting and resolution with a waiver of notice), hereby confirm that, the Company and its directors releases NewCo, Trustee, Trust, Shareholder and Tindall, individually and globally, from any claims known or unknown.
NewCo, Trustee, Trust, Shareholder and Tindall, individually and globally hereby releases the Company, its Directors and the holders of the Company Preferred Series B shares from any and all claims regarding the default on the merger and share cancellation and for the subsequent issuance of Preferred shares by the Board Members.
Tindall will officially resign as a board member of the Company: the parties acknowledge no actions have been taken on behalf of the Company by Tindall since June 23, 2019, nor has Tindall been provided with participation or voting rights since that time. Further, Tindall has not be provided with any financials or minutes of meetings nor resolutions since such time.
All other transactions relating to the Merger shall be deemed completed, satisfied or otherwise not subject to further settlement.