Current Report Filing (8-k)
September 28 2018 - 3:32PM
Edgar (US Regulatory)
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): September 28, 2018
GSRX
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-141929
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14-1982491
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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Building
No. 3, P.E. 606, int. Jose Efron Ave.
Dorado,
Puerto Rico 00646
(Address
of principal executive offices) (zip code)
(214)
808-8649
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copy
to:
Darrin
M. Ocasio, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37th Floor
New
York, New York 10036
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On September 19, 2018, GSRX Industries Inc.
(the “
Company
”) and So-Cal MM Patients Association, LLC, a California limited liability company,
dba The Coughy Shop (the “
Seller
”), executed a binding letter of intent (the “
LOI
”), whereby
the Company and the Seller have agreed to execute a purchase agreement (the “
Definitive Agreement
”) in which
the Company will acquire all of the assets relating to a licensed retail cannabis dispensary currently operating in Desert Hot
Springs, California (the “
Business
”).
The
LOI provides that the Company shall purchase from the Seller all assets used in the Business, both tangible and intangible, including
licenses and permits covering medical and adult-use cannabis sales, leases, equipment, inventory, and other assets (the “
Proposed
Transaction
”) in exchange for total cash consideration of $1,500,000 (the “
Purchase Price
”). In consideration
of the LOI, on September 24, 2018, the Company deposited into escrow a one-time, refundable security deposit of $100,000 (the
“
Deposit
”), to secure the Company’s exclusivity over the Proposed Transaction during the due diligence
period as set forth in the LOI. In the event the Proposed Transaction closes, the Deposit shall be applied to the Purchase Price.
However, in the event that the Company elects not to proceed with the Proposed Transaction as a result of its due diligence investigation,
the Deposit shall be returned to the Company as soon as reasonably practicable.
The
Proposed Transaction is subject to customary closing conditions more fully described in the LOI, including: the Company’s
satisfactory due diligence investigation by the Company; the Company’s receipt of all necessary regulatory approvals from
the relevant city and/or state authority of the Proposed Transaction, specifically approval by the City of Desert Hot Springs
and State Bureau of Cannabis Control to conduct retail cannabis operations at the location in which the Business operations; and
the negotiation, execution, and delivery of the Definitive Agreement.
The
foregoing description of the LOI does not purport to be complete and is subject to, and qualified in its entirety by reference
to the completed text of the Agreement, filed as Exhibit 10.01 hereto and incorporated herein by reference.
On
September 28, 2018, the Company issued a press release announcing the execution of the LOI.
A
copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
The information in this Item 8.01 of this Current Report is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information
in this Item 8.01 of this Current Report shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
*Furnished
herewith
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.
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GSRX
INDUSTRIES INC.
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Dated:
September 28, 2018
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By:
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/s/
Thomas Gingerich
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Name:
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Thomas
Gingerich
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Title:
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Chief
Financial Officer
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