SECURITIES AND EXCHANGE COMMISSION
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 Vegas, Nevada 89148
(Address of Principal Executive Offices) (Zip Code)
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
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
Chief Executive Officer