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 29, 2024

Digipath, Inc.

(Exact name of registrant as specified in charter)

Nevada

000-54239

27-3601979

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation or Organization)

File Number)

Identification No.)

6450 Cameron Street, Suite 113 Las Vegas, NV		89118
(Address of principal executive offices)		(zip code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	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		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 ☒

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.

(b) On February 28, 2024, Todd Denkin resigned his positions as President of Digipath, Inc. (the “Company”) and its wholly-owned subsidiary, Digipath Labs, Inc., effective the close of business on the same date to pursue other professional opportunities.

(c) The Company appointed A. Stone Douglass, the current Chairman, Chief Financial Officer and Secretary as well as a Director of the Company, to the additional roles of President and Chief Executive Officer of the Company effective February 29, 2024. Mr. Douglass, 76, was appointed a director of the Company on July 1, 2021, as the Company’s Chief Financial Officer on August 16, 2021, and as Chairman of the Board of Directors on October 21, 2021. Mr. Douglass has been: the Chief Executive Officer of GeoSolar Technologies, Inc., a company planning to install natural energy systems, since December 2020; the Chief Financial Officer of David Kind, Inc., a Venice, California based online eyewear brand, since June 2013; the Chairman and Chief Executive Officer of Sealand Natural Resources, Inc., a manufacturer and purveyor of Sealand Birk birch water and other alternative beverages, since March 2016; the Chief Financial Officer of P5 Systems, Inc., a San Diego based technology platform known as the Craig’s List of cannabis, servicing the legal cannabis value chain, from March 2018 through January 2024; and the principal owner of Ducks Nest Investments Inc, a private investment company, since September 1990. The Company has a consulting agreement in place with Mr. Douglass in which it has agreed to pay Mr. Douglass $5,000 per month.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

None.

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.

	Digipath, Inc.

	Date:	February 29, 2024

	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chief Financial Officer

Cover	Feb. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2024
Entity File Number	000-54239
Entity Registrant Name	Digipath, Inc.
Entity Central Index Key	0001502966
Entity Tax Identification Number	27-3601979
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6450 Cameron Street
Entity Address, Address Line Two	Suite
Entity Address, City or Town	113 Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	(702)
Local Phone Number	527-2060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false