Form 8-K - Current report

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 15, 2024

CannaPharmaRX, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-251016	27-4635140
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID No.)

Suite 3600, 888-3rd Street SW

Calgary, Alberta, Canada T2P 5C5

(Address of principal executive offices, including zip code)

(949) 652-6838

(Registrant’s Telephone Number, including area code)

Not Applicable

(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:

☐ 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: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CPMD	OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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.

This section describes the material provisions of the Supply Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary and description of the Supply Agreement is qualified in its entirety by reference to the complete text of the Supply Agreement, a copy of which is attached hereto as Exhibit 1.01 and is incorporated herein by reference. Our stockholders and other interested parties are urged to read the Supply Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Supply Agreement.

On February 12, 2024, CannaPharmaRX, Inc. (the “Company,” “we,” “our,” or “us”), entered into a Supply Agreement (the “Supply Agreement”) by and among us and D.N.S. Cantek 2019 Ltd., an Israeli limited corporation (the “Cantek”) whereby we will provide certain products to Cantek.

The Supply Agreement provides that Cantek will purchase a minimum of 1,000 kg each year of certain of our products. The Supply Agreement is for a term of three years, with provisions for renewal. The price for each purchase will be $2.75 CDN per gram of product ordered. Cantek is granted a most-favored nations provision allowing them preferred pricing if we offer better pricing to another customer. There are standard provisions for either party to terminate the Supply Agreement, including failure to pay amounts due under the Supply Agreement and other similar breaches under the Supply Agreement.

Item 9.01.

Financial Statements and Exhibits.

The Supply Agreement is being filed as an exhibit herewith.

Exhibit No.		Description

1.1		Supply Agreement between CannaPharmaRX, Inc. and D.N.S. Cantek 2019 Ltd dated February 12, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CANNAPHARMARX, INC.

February 16, 2024	By:	/s/ Dean Medwid
	Name: Title:	Dean Medwid CEO

Exhibit 1.1

CannaPharmaRx Finalizes Multi-Million Dollar Israeli Supply Agreement with Cantek

CALGARY, AB / ACCESSWIRE / February 15, 2024 / CannaPharmaRx, Inc. (OTC PINK:CPMD), a future leader in ultramodern, highly efficient cannabis production facilities announced today that it has entered into a strategic Supply Agreement (the "Agreement") with Cantek Holdings ("Cantek"), one of Israel's leaders in import and distribution of medical grade cannabis. This agreement will provide direct access to Israel’s burgeoning consumer demand.

Under the terms of the Agreement, CannaPharmaRx will supply Cantek with a minimum of 1,000 kgs of product annually. Having secured all necessary export and import permits and licenses, the initial shipment of cannabis to Cantek, under the Agreement, will begin late Q1 2024.

Cantek is one of the leading Medical Cannabis enterprises in Israel, with a foothold across the entire value chain of the medical cannabis industry in Israel. Cantek holds strategic partnerships with prominent pharmacy chains, distribution companies, clinics and is deeply involved with Israel's growing medical cannabis patient community. Recently passed legislation bolstered the demonstrated market demand and regulatory support for high quality cannabis and is expected to significantly grow the medical cannabis industry.

CannaPharmaRx plans to continue to leverage its recent successes as it further develops its cannabis markets internationally in key markets. The company is now strategically positioned in some of the largest cannabis markets in the world.

"We are excited about our strategic relationship with Cantek, a leader in the Israeli market. This Agreement provides our company with a great opportunity to expand our cannabis brands and industry leading science in one of our key international markets of focus. Today’s announcement validates our position in the world’s cannabis market, and we consider this Agreement to be a major step forward towards making certain our product is pre-sold prior to beginning each planting and harvesting," commented Dean Medwid, CEO of CannaPharmaRx.

About CannapharmaRx, Inc.

CannapharmaRx is focused on the acquisition and development of state-of-the-art cannabis grow facilities in Canada. CPMD is in discussion with other companies regarding potential acquisitions. CannapharmaRx's business strategy is to become a leader in high quality and low-cost production of cannabis through the development, acquisition, and enhancement of existing facilities. CannapharmaRx is committed to operating high-quality facilities utilizing the latest technology in combined heat and power generation to ensure being a low-cost producer of cannabis.

Safe Harbor Statement

Cautionary Note Regarding Forward-Looking Information or Statements

This press release contains forward-looking information or statements. All statements that are or information which is not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance, are 'forward-looking information or statements.' Forward-looking information or statements can be identified by the use of words such as 'plans,' 'expects,' or 'does not expect,' 'is expected,' 'estimates,' 'intends,' 'anticipates,' or 'does not anticipate,' or 'believes,' or variations of such words and phrases or statements that certain actions, events or results 'may,' 'could,' 'would,' 'might' or 'will' be taken, occur or be achieved. With respect to forward-looking information and statements contained herein, Management of CannapharmaRx has made numerous assumptions, including, among other things, assumptions about general business and economic conditions. Such forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, events, or developments to be materially different from any future results, events, or developments expressed or implied by such forward-looking information or statements. Readers are cautioned not to place undue reliance on such forward-looking information or statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking information or statements. CannapharmaRx assumes no obligation to update any forward-looking information or statements, even if new information becomes available as a result of future events, new information, or for any other reason except as required by law.

Contact Information:
Brokers and Analysts
Chesapeake Group
(410) 825-3930

Cover	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2024
Entity File Number	333-251016
Entity Registrant Name	CannaPharmaRX, Inc.
Entity Central Index Key	0001081938
Entity Tax Identification Number	27-4635140
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Suite 3600
Entity Address, Address Line Two	888-3rd Street SW
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	T2P 5C5
City Area Code	(949)
Local Phone Number	652-6838
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CPMD
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false