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):
October 7, 2015
CANNABICS PHARMACEUTICALS INC.
(Exact name of registrant as specified in
its charter)
Nevada |
333-192759 |
20-3373669 |
(State of incorporation) |
(Commission File Number) |
(IRS Employer No.) |
#3 Bethesda Metro Center
Suite 700
Bethesda, Md 20814
(Address of principal executive offices
and Zip Code)
877 424-2429
(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 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))
Item 1.01 |
|
Entry into a Material Definitive Agreement |
On October 7th,
2015, Cannabics Pharmaceuticals Inc. (the “Issuer”) executed an Intellectual Property & Subsidiary Assignment and
an Assignment & Assumption of Debt & Liabilities Agreement with Cannabics, Inc., a Delaware Corporation, related party,
and majority holder of the Issuer.
Said Agreements were
executed as part of a restructuring of the Company, whereby the Research and Development components shall now be separate from
the Issuer’s continuing business operations.
Per the Agreements,
Cannabics, Inc. has Assumed $362,000 of the Issuer’s debts and liabilities in return for Assignment of a provisional patent
related to High Throughput Screening and the Issuer’s subsidiary “Grin Ultra, Ltd.”.
The Issuer believes
that by eradicating significant current debts and liabilities from the Issuer along with this new this division of labor in corporate
structure, it is better enabled to focus its energies on current licensing opportunities and agreements already in place, particularly
in its world-wide licensing of Cannabics SR capsule technology.
ITEM 9.01 EXHIBITS
99.1 Intellectual Property &
Subsidiary Assignment
99.2 Assignment & Assumption of
Debt & Liabilities Agreement
99.3 Debt Cancellation Agreement
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.
Date:
October 8, 2015
|
Cannabics Pharmaceuticals Inc. |
|
|
|
By: |
/s/ Itamar Borochov |
|
|
Itamar Borochov, Director, CEO
|
Exhibit 99.1
INTELLECTUAL PROPERTY & SUBSIDIARY
ASSIGNMENT
This Intellectual Property
& Subsidiary Assignment (the “Assignment” or “Agreement”) is entered on
October 7th, 2014, by and between CANNABICS PHARMACEUTICALS INC., a publicly traded Nevada Corporation in good
standing, (“Assignor”) and CANNABICS INC., a Delaware
Corporation in good standing (“Assignee”). Assignor and Assignee may be referred to herein individually
as a “Party” and jointly as the “Parties.”
WHEREAS, Assignee
has funded Assignor’s endeavors and leant it monies in the amount of $184,484; Assignee has demanded payment to no avail,
as Assignor is bereft of funds to make said payment on said Debt;
WHEREAS, Assignor
is the named inventor and owner of all rights, title, and interest in and to the intellectual property listed in Exhibit A,
attached hereto and incorporated herein as if fully reproduced (the “Transferred Assets”); that is, a
provisional Patent filed 27th May, 2015, for “System and Method for High Throughput Screening of Cancer Cells”;
as well as “Grin Ultra Ltd.”, an Israeli Corporation in good standing and subsidiary to Assignor; and
WHEREAS, In
order to remove said Debts from the financial books and records of the Company, Assignor desires to assign and transfer to Assignee,
and Assignee desires to obtain from Assignor an assignment and transfer of, the Transferred Assets pursuant to this Assignment
and in full Accord & Satisfaction of $150,000 of the $184,484 in said Debts.
WHEREAS, Assignor
has a current total of $380,000 in various related debts and current Liabilities, in order to remove said Debts from the financial
books and records of the Company, Assignor desires to assign and transfer to Assignee, and Assignee desires to obtain from Assignor
an assignment and transfer of the Transferred Assets pursuant to this Assignment and for Assuming $212,000 of said Current Liabilities
which are related to the transferred assets.
NOW THEREFORE,
in consideration of the Assignee’s Eradication of $150,000 (One Hundred Fifty Thousand Dollars) of $184,484 (One Hundred
Eighty Four Thousand Four Hundred Eighty Four Dollars) due and owing to it; as well as its Assumption of $212,000 (Two Hundred
Twelve Thousand) of the $380,000 (Three Hundred Eighty Thousand) of current Liabilities, along with other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged as received, and in consideration of the foregoing and the covenants
and promises contained herein; the Parties agree as follows:
1. Assignment
of Transferred Assets. Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee,
its successors and assigns, all its right, title, and interest in, to, and under the Transferred Assets, said Transferred Assets
set forth herein in Exhibit A, being the Provisional Patent relating to “High Throughput Cell Screening” and
“Grin Ultra Ltd.”, its Israeli subsidiary; and any reissues, reexaminations, renewals, continuations, continuations-in-part,
divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted
thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from
such patent application under the laws of the United States and its territorial possessions, the International Convention for the
Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application
is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment
of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and
entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made. All other current
Patents, IP, business and contracts currently residing with Assignor shall remain therein, and are unaffected by, and not part
of this Agreement.
2. Cooperation
with Assignee. Assignor agrees to cooperate with Assignee to provide the necessary executed assignments and other documents
as required to perfect the assignment set forth in Section 1. Assignor further covenants that Assignee will, upon its request,
be provided promptly with all pertinent facts and documents relating to said inventions and said Letters Patent and legal equivalents
as may be known and accessible to Assignor and will testify as to the same in any interference, litigation, or proceeding related
thereto and will promptly execute and deliver to Assignee or its legal representatives any and all papers, instruments or affidavits
required to apply for, obtain, maintain, issue and enforce said application, said inventions and said Letters Patent and said equivalents
thereof which may be necessary or desirable to carry out the purposes thereof.
3. Issuance
of Future Patents. Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States,
and any officer of any country or countries foreign to the United States, whose duty it is to issue patents or other evidence or
forms of intellectual property protection to issue respective Letters of Patent to Assignee, and the entire right, title, and interest
in and to the same, for its sole use and benefit; and for the use and benefit of its successors and assigns, to the full end of
the term(s) for which said Patent(s) may be granted, as fully and entirely as the same would have been held by me had this assignment
not been made.
4. No
Prior Encumbrance. Assignor hereby covenants that no assignment, sale, agreement, or encumbrance has been or will be made
or entered into which would conflict with the terms of this Assignment.
5. Right
to Sue for Past Infringement. Assignor hereby expressly grants to Assignee all of Assignor’s rights to bring any
necessary action, including, but not limited to lawsuits, against any past, present, or future third party infringers, potential
or actual, of any Transferred Asset as if the Assignor himself were bringing such action. Assignee shall have the right to any
and all recoveries from any such actions and Assignor hereby waives any recovery obtained by Assignee.
6. Eradication
of Debts. Assignee Cannabics Inc., for this transfer of Transferred Assets, does hereby Assume $212,000 of the $380,000
in current Liabilities as well as forgive, release and forever waive Demand upon Assignor & hereby Eradicates and Cancels $150,000
of the $184,484 owed to it, and accepts said transfer in full Accord & Satisfaction of said $150,000.
6. Indemnification.
ASSIGNOR HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE ASSIGNEE FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES,
EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS), AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER,
WITHOUT LIMITS AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR NEGLIGENCE OF ANY PARTY, INCLUDING, BUT NOT LIMITED TO, THE
SOLE, ACTIVE, PASSIVE, JOINT, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY (OF WHATEVER CHARACTER) OF ASSIGNEE, ARISING OUT OF
OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT AND THE TRANSFERRED ASSETS.
ASSIGNEE’S INDEMNITY UNDER THIS PARAGRAPH SHALL BE ABSOLUTE AND WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION
FROM ANY INSURANCE MAINTAINED BY ASSIGNOR.
7. Prior
Agreements; Waiver. No modification of this Assignment shall be of any force or effect unless in writing and signed
by an authorized signatory of both Parties. This Assignment constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and supersedes those provisions of all prior and contemporaneous
agreements, representations and understandings of the parties pertaining to the same subject matter. No waiver of any of the provisions
of this Assignment shall be deemed to, or shall constitute a waiver of, any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
8. Captions
and Headings. Captions and headings used herein are inserted only for convenience of reference only and shall not operate
to modify, interpret, alter, limit or define any provision hereof. Should any question arise relating to what Assets have been
transferred, this Agreement shall be read under the aegis of Expressio Unius.
IN WITNESS WHEREOF, Assignor
hereby assigns the Transferred Assets to the Assignee and the Assignee hereby accepts said assignment and has hereunto set hand
and seal on the following dates.
ASSIGNOR: |
|
ASSIGNEE: |
|
|
|
|
|
|
/s/ Itamar Borochov |
|
/s/ Eyal Barad |
Itamar Borochov, Dir., CEO |
|
Eyal Barad, Director |
|
|
|
|
|
|
/s/ Dr. Eyal Ballan |
|
/s/ Shai Avraham Sarid |
Dr. Eyan Ballan, Dir. |
|
Shai Avraham Sarid, Director |
|
|
|
|
|
|
/s/ Shai Avraham Sarid |
|
/s/ Eyal Ballan |
Shai Avraham Sarid |
|
Eyal Ballan, Director |
|
|
|
|
|
|
|
|
/s/ Itamar Borochov |
|
|
Itamar Borochov, Director |
EXHIBIT A – “TRANSFERRED
ASSETS”
| 1) | Provisional Patent for USPTO Application # 62166716, “System and Method for High Throughput Screening of Cancer Cells”
filed 27th May, 2015. |
| 2) | Subsidiary “Grin Ultra Ltd.”, Israeli Company’s listing #515125557. |
Exhibit
99.2
ASSIGNMENT AND ASSUMPTION
OF LIABILITIES AGREEMENT
THIS ASSIGNMENT AND
ASSUMPTION OF LIABILITIES AGREEMENT (the "Agreement") is made and entered into this October 7th, 2015, by
and between CANNABICS INC., a Delaware Corporation ("Assignee"), and CANNABICS PHARMACEUTICALS INC., a
Nevada Corporation ("Assignor") and is as follows:
RECITALS
WHEREAS, Assignor is
a bio-technology public company with the contractual obligation to fund various current clinical and research studies, which along
with standing corporate liability and debt of $564,000 (Five Hundred Sixty Four Thousand Dollars); and
WHEREAS, Assignor
has with no revenues and has been unsuccessful in attracting suitable funding for said activities;
WHEREAS, Assignor is
the named inventor and owner of all rights, title, and interest in and to the intellectual property listed in Exhibit A,
attached hereto and incorporated herein as if fully reproduced (the “Transferred Assets”); and
WHEREAS, Assignee is
a private bio-technology company intimately knowledgeable in the field of cannabinoid sciences, and currently has no significant
debts;
WHEREAS, In order to
remove a significant amount of its obligation of said Debts and current Liabilities from the financial books and records of the
public Company, Assignor desires to assign and transfer to Assignee, and Assignee desires to obtain from Assignor an Assignment
and Transfer of the Transferred Assets in consideration for its Assumption of $362,000 (Three Hundred Sixty Two Thousand Dollars)
of Assignor’s Debts and current Liabilities pursuant to this Assignment & Assumption of Liabilities Agreement.
NOW, THEREFORE effective
as of this date in consideration of Assignor’s transfer of the Transferred Assets; along with other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged as received, and in consideration of the foregoing and the covenants
and promises contained herein; the Parties agree that Assignee shall assume the obligations of the Assignor in and to the several
debts as more specifically enumerated in Exhibit B, attached hereto and incorporated herein as if fully reproduced, (the
“Assumed Debts”).
1. Incorporation
of Recitals. The recitals above are not mere statements of fact but are contractual in nature and are
incorporated herein by this reference.
2. The
Assignment. Assignor does absolutely and irrevocably TRANSFER, ASSIGN, CONVEY AND DELIVER unto Assignee, its
successors and assigns, all of Assignor's rights, title, interest, and obligations in and to the Transferred Assets, that is,
a provisional Patent filed 27th May, 2015, for “System and Method for High Throughput Screening of Cancer Cells”;
as well as “Grin Ultra Ltd.”, an Israeli Corporation in good standing and subsidiary to Assignor, to include any reissues,
reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and
any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications
and the right to claim for the same the priority rights derived from such patent application under the laws of the United States
and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international
agreement or the domestic laws of the country in which any such application is filed, as may be applicable, to be held and enjoyed
by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors and assigns, to the end of the term
or terms for which such patents may be granted or reissued, as fully and entirely as the same would have been held and enjoyed
by Assignor if this assignment and sale had not been made.
3. The
Assumption. Assignee hereby assumes full obligation for the $362,000 in Assignor’s Debts and current
Liabilities; and agrees to pay, perform, fulfill, and discharge said debts to the best of its ability and within a reasonable
business manner. As such Assignee hereby agrees to be bound by all of the provisions of those accumulated Debts and “Steps
into the Shoes” of Assignor as the sole and ultimate Obligor of said Debts. Assignee understands that this binding Agreement
allows the payees of the Assignor to enforce their monetary claims against it directly; consents and shall contact said payees
to Assume said Debts in direct privity.
4. Indemnification.
ASSIGNOR HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE ASSIGNEE FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES,
EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS), AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER,
WITHOUT LIMITS AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR NEGLIGENCE OF ANY PARTY, INCLUDING, BUT NOT LIMITED TO, THE
SOLE, ACTIVE, PASSIVE, JOINT, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY (OF WHATEVER CHARACTER) OF ASSIGNEE, ARISING OUT OF
OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT AND THE TRANSFERRED ASSETS.
ASSIGNEE’S INDEMNITY UNDER THIS PARAGRAPH SHALL BE ABSOLUTE AND WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM
ANY INSURANCE MAINTAINED BY ASSIGNOR.
5. Prior
Agreements; Waiver. No modification of this Assignment shall be of any force or effect unless in writing and signed
by an authorized signatory of both Parties. This Assignment constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and supersedes those provisions of all prior and contemporaneous
agreements, representations and understandings of the parties pertaining to the same subject matter. No waiver of any of the provisions
of this Assignment shall be deemed to, or shall constitute a waiver of, any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
6. Representations
and Warranties. Assignee and Assignor each represents and warrants to the other that each party has all necessary
power and authority to execute, deliver and perform this Agreement and carry out its obligations hereunder.
7. Successors.
This Agreement will apply to, and be binding in all respects upon, and inure to the benefit of the successors and assigns of the
parties.
IN WITNESS
WHEREOF, Assignor hereby assigns the Transferred Assets to the Assignee and the Assignee hereby accepts said assignment and
has hereunto set hand and seal on the following dates.
ASSIGNOR: |
|
ASSIGNEE: |
|
|
|
|
|
|
/s/ Itamar Borochov |
|
/s/ Eyal Barad |
Itamar Borochov, Dir., CEO |
|
Eyal Barad, Director |
|
|
|
|
|
|
/s/ Dr. Eyal Ballan |
|
/s/ Shai Avraham Sarid |
Dr. Eyan Ballan, Dir. |
|
Shai Avraham Sarid, Director |
|
|
|
|
|
|
/s/ Shai Avraham Sarid |
|
/s/ Eyal Ballan |
Shai Avraham Sarid |
|
Eyal Ballan, Director |
|
|
|
|
|
|
|
|
/s/ Itamar Borochov |
|
|
Itamar Borochov, Director |
SCHEDULE A
TRANSFERRED ASSETS
| 1) | Provisional USPTO Application # 62166716, “System and Method for High Throughput Screening of Cancer Cells”, filed
27th May, 2015. |
| | |
| 2) | Subsidiary “Grin Ultra Ltd.”, Israeli Company’s listing #515125557. |
| | |
Schedule B – Assumed Debts
$112,000 |
- |
Research Study |
$ 80,000 |
- |
Hospital Clinical Trials |
$ 6,000 |
- |
Regulatory Plan fee |
$ 5,000 |
- |
General Expenses Grin Ultra (Subsidiary) |
$ 5,000 |
- |
Office and Laboratory Lease Grin Ultra (Subsidiary) |
$ 4,000 |
- |
Accountants (Israel) Grin Ultra (Subsidiary) |
|
|
|
$212,000 |
- |
TOTAL |
Exhibit
99.3
CANCELATION OF DEBT
CANNABICS INC., over
the past 12 months has funded CANNBICS PHARMACEUTICALS INC. in the amount of approximately $184,484-, which is showing on the books
and records of the Company. Demand for payment having been made, but not fulfilled due to lack of funds.
Consequently, the two
entities have this day entered into an Assumption of Liabilities and Assignment of Assets Agreement, whereby it shall receive the
rights to a certain provisional patent and the subsidiary known as “Grin Ultra Ltd.”.
As part of those Assumption
Agreements, Cannabics Inc., does hereby forever waive, cancel and consider null $150,000 of the $184,484 currently due and owing,
removing it from the debts of the company.
October 7th, 2015
ASSIGNOR: |
|
ASSIGNEE: |
|
|
|
|
|
|
/s/ Itamar Borochov |
|
/s/ Eyal Barad |
Itamar Borochov, Dir., CEO |
|
Eyal Barad, Director |
|
|
|
|
|
|
/s/ Dr. Eyal Ballan |
|
/s/ Shai Avraham Sarid |
Dr. Eyan Ballan, Dir. |
|
Shai Avraham Sarid, Director |
|
|
|
|
|
|
/s/ Shai Avraham Sarid |
|
/s/ Eyal Ballan |
Shai Avraham Sarid |
|
Eyal Ballan, Director |
|
|
|
|
|
|
|
|
/s/ Itamar Borochov |
|
|
Itamar Borochov, Director |
CNBX Pharmaceuticals (QB) (USOTC:CNBX)
Historical Stock Chart
From Jul 2024 to Aug 2024
CNBX Pharmaceuticals (QB) (USOTC:CNBX)
Historical Stock Chart
From Aug 2023 to Aug 2024