0001165320 false 0001165320 2023-09-01 2023-09-01



Washington, D. C. 20549





Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 1, 2023


GB Sciences, Inc.

(Exact name of Registrant as specified in its charter)






(State or other Jurisdiction of
Incorporation or organization)

(Commission File Number)

(IRS Employer I.D. No.)


205 W. Russell Road, Suite 240

Las VegasNevada 89148  

(Address of Principal Executive Offices) (Zip Code)


(866) 721-0297

Registrant’s telephone number, including area code)



(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 l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)



Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-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





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 3.02 Unregistered Sales of Equity Securities.


On September 1, 2023, the Registrant issued options for the purchase of 23,000,000 common shares to a total of seven persons who serve as officers, directors and/or consultants to the Registrant.  The options have an exercise price of $0.01 per share, the closing price of the Registrant’s common stock on the date of issuance and have a term of 10 years.  The options were issued in exchange for services.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 1, 2023, Ed DeFrank resigned his position as a member of the board of directors.  Mr. DeFrank will continue to serve as a consultant to the Registrant.




Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



GB Sciences, Inc.
a Nevada corporation




Dated: September 8, 2023


/s/ John Poss



John Poss



Chief Executive Officer



Document and Entity Information
Sep. 01, 2023
Registrant CIK 0001165320
Document Type 8-K
Document Period End Date Sep. 01, 2023
Entity Registrant Name GB Sciences, Inc.
Entity Incorporation, State or Country Code NV
Entity File Number 000-55462
Entity Tax Identification Number 59-3733133
Entity Address, Address Line One 205 W. Russell Road
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89148
City Area Code 866
Local Phone Number 721-0297
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false

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