Current Report Filing (8-k)
February 22 2021 - 05:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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 16,
2021
CANNABIS GLOBAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or other jurisdiction of incorporation or organization)
|
Commission File Number
333-146404
|
99-0539775
(I.R.S. Employer
Identification Number)
|
520 S. Grand Avenue, Suite 320, Los Angeles, CA 90071
(Address of Principal Executive Offices and Zip Code)
(310) 986-4929
(Issuer's telephone number)
(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:
Title
of Each Class |
Trading
Symbols |
Name
of Exchange on Which Registered |
Common |
CBGL |
None |
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. ☒
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 16, 2021, the Registrant purchased 266,667 shares of
common stock of Natural Plant Extract of California Inc., a
California corporation (“NPE”), from Alan Tsai, in exchange for the
issuance of 1,436,368 common shares. Other than with respect to the
transaction, there was no material relationship between Mr. Tsai
and the Registrant. By virtue of the transaction, the Registrant
acquired 18.8% of the outstanding capital stock of NPE, bringing
its total beneficial ownership in NPE to 56.5%.
As a result of the transaction, the Registrant also became party to
a Shareholder Agreement with respect to its ownership over the NPE
Shares, dated June 5, 2020, by and among Alan Tsai, Robert Hymers
III, Betterworld Ventures, LLC (“BWV”), Marijuana Company of
America, Inc. and NPE. The Joinder Agreement contains terms and
conditions including, but not limited to: the ownership and
management of NPE, rights of shareholders concerning the transfer
of shares in NPE, pre-emptive rights, drag-along rights,
confidentiality, and term and termination.
Section 9 – Financial Statement
and Exhibits
Item 9.01 Financial Statements and
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.
Dated: February 22, 2021
CANNABIS GLOBAL, INC.
By:
/s/ Arman
Tabatabaei
Arman Tabatabaei
(Principal Executive Officer)