Current Report Filing (8-k)
May 06 2020 - 01:37PM
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): April 23, 2020
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, and zip code)
(214)
808-8649
(Registrant’s
telephone number, including area code)
N/A
(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):
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 23, 2020, the Board of Directors (the “Board”) of GSRX Industries Inc. (the “Corporation”) approved
the appointment of Mr. Shaun Dale to serve as a director of the Corporation, such appointment to be effective April 23, 2020.
Mr.
Dale is the Vice-President of Operations of Chemesis International Inc. (“Chemesis”), which became the majority shareholder
of the Corporation pursuant to an agreement between Chemesis and certain shareholders of the Corporation (the “Selling Shareholders”)
whereby Chemesis acquired from the Selling Shareholders an aggregate of 42,634,124 common shares and 1,000 preferred voting shares
of the Corporation in exchange for an aggregate of 14,875,343 Chemesis common shares. As a result of the transaction, Chemesis
owns approximately 66.29% of the Corporation’s outstanding common shares and 100% of its outstanding preferred voting shares.
There
are no arrangements or understandings between Mr. Dale, on the one hand, and any other persons, on the other hand, pursuant to
which Mr. Dale was selected as a director of the Corporation.
No
material plan, contract or arrangement (written or otherwise) to which Mr. Dale is a party or a participant was entered into or
materially amended in connection with him joining the Board, and Mr. Dale did not receive any grant or award or any modification
thereto, under any such plan, contract or arrangement in connection with such event, other than the normal cash fees and equity
awards payable to the Corporation’s directors.
On
April 29, 2020, the Board approved the appointment of Mr. Troy Dooly to serve as a director of the Corporation, such appointment
to be effective April 29, 2020.
There
are no arrangements or understandings between Mr. Dooly, on the one hand, and any other persons, on the other hand, pursuant to
which Mr. Dooly was selected as a director of the Corporation.
Mr.
Dooly is not party to any transaction with the Corporation that would require disclosure under Item 404(a) of Regulation S-K.
No
material plan, contract or arrangement (written or otherwise) to which Mr. Dooly is a party or a participant was entered into
or materially amended in connection with him joining the Board, and Mr. Dooly did not receive any grant or award or any modification
thereto, under any such plan, contract or arrangement in connection with such event, other than the normal cash fees and equity
awards payable to the Corporation’s directors.
Item
7.01. Regulation FD Disclosure.
On
May 5, 2020, the Corporation issued a press release announcing the changes noted above to its board of directors. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Item
9.01 Financial Statements and Exhibits.
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:
May 6, 2020
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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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GSRX Industries (CE) (USOTC:GSRX)
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