Current Report Filing (8-k)
February 23 2021 - 4:02PM
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): February 17, 2021
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):
☐
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))
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
February 10, 2021, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the “Company”), entered into
a letter agreement with Lyons Capital LLC (“Lyons Capital”), pursuant to which the Company agreed to issue and sell
to Lyons Capital 3,500,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
and two warrants to purchase an aggregate of 3,500,000 additional shares of Common Stock, the terms of such warrants are further
discussed below, for an aggregate purchase price of $1,207,500 (the “Transaction”).
On
February 17, 2021, the Company and Lyons Capital executed a Common Stock Purchase Agreement (the “SPA”) and two warrants
(each a “Warrant, and together, the “Warrants”) memorializing the definitive terms of the Transaction. The effective
date of the SPA and Warrants is February 10, 2021.
The
first warrant (“Warrant No. 1) grants Lyons Capital the right to purchase up to 1,750,000 shares of Common stock at an exercise
price of $0.22 per share. The second warrant (“Warrant No. 2,” and together with Warrant No. 1, the “Warrants”)
grants Lyons Capital the right to purchase up to an additional 1,750,000 shares of Common stock at an exercise price of $0.27
per share. The Warrants are exercisable immediately, will expire five years from the date of issuance, and contain
customary provisions allowing for adjustment to the exercise price and number of shares of Common Stock issuable upon exercise
in the event of any stock dividend, recapitalization, reorganization, reclassification, or similar transaction. Lyons
Capital has the right to exercise the Warrants at any time; provided, however, that subject
to limited exceptions, Lyons Capital may not exercise any portion of the Warrants if Lyons Capital, together with any of its affiliates,
would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately
after giving effect to such exercise.
In
addition to the foregoing, the SPA and the Warrants provide Lyons Capital with certain piggyback registration rights with respect
to the shares of Common Stock issued in connection with the Transaction and the shares of Common Stock issuable upon exercise
of the Warrants.
The
foregoing descriptions of the SPA and Warrants are not complete and are qualified in their entirety by references to the full
text of the Common Stock Purchase Agreement, Warrant No. 1 and Warrant No. 2, copies of which are attached as Exhibits 10.1, 10.2,
and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
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
shares of Common Stock and the Warrants, together with any Common Stock issuable upon exercise thereof, were sold and issued without
registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act
as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
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: February 22, 2021
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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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Neuropathix (CE) (USOTC:NPTX)
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