Current Report Filing (8-k)
October 05 2018 - 3:23PM
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): October 5, 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 Entry into a Material Definitive Agreement.
On
October 5, 2018, GSRX Industries Inc. (the “
Company
”) entered into a subscription agreement (the “
Subscription
Agreement
”) with selected accredited investors (the “
Investors
”).
Pursuant
to the terms of the Subscription Agreement, the Company agreed to issue and sell in a private placement (the “
Offering
”)
units (each, a “
Unit
” and collectively, the “
Units
”) at a purchase price of $1.25 per Unit,
each consisting of: (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “
Shares
”);
and (ii) a warrant to purchase such number of shares of common stock equal to 50% of the number of Shares to be issued to each
Investor under the Subscription Agreement (each, a “
Warrant
” and together with the Units, Shares and the common
stock issuable upon exercise of the Warrants (the “
Warrant Shares
”), collectively, the “
Securities
”).
Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise
price per share equal to $2.50 per share, subject to adjustment as provided in the Warrant agreement (the “
Warrant Agreement
”).
In
the Offering, the Company sold a total of 1,035,600 Units for total gross proceeds of $1,294,500. As a result, the Company issued
to the investors a total of 1,035,600 Shares and 517,800 Warrants.
In
connection with the foregoing issuances, the Company relied upon the exemption from securities registration provided by Section
4(a)(2) under the Securities Act of 1933, as amended (the “
Securities Act
”) for transactions not involving
a public offering.
The
foregoing descriptions of the Subscription Agreement and the Warrant Agreement do not purport to be complete and are subject to,
and qualified in its entirety by reference to the completed text of the Subscription Agreement and the Warrant Agreement filed
as Exhibits 10.1 and 10.2, respectively, hereto and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure made under Item 1.01 which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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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GREEN
SPIRIT INDUSTRIES INC.
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Dated:
October 5, 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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