Current Report Filing (8-k)
July 11 2019 - 9:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act
July 08, 2019
Date of Report (Date of Earliest Event Reported)
Phoenix Life Sciences International Limited.
(Exact name of registrant as specified in its
charter)
Nevada
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333-167275
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46-0525378
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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3000 Lawrence Street
Denver, CO 80205
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(Address, including zip code, and telephone
number, including area code,
of registrant's principal executive offices)
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:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange
on Which Registered
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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 (17 CFR 230.405)
or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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.
☐
PHOENIX LIFE SCIENCE INTERNATIONAL LIMITED
Form 8-K
Current Report
ITEM 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On July 08, 2019, after
learning of Martin Tindall’s apprehension upon entering the United States and out of an abundance of caution, the Company’s
Board of Directors placed Martin Tindall on indefinite, unpaid suspension from his position as Chief Executive Officer and removed
any and all authorities given to him by the Company. Concurrently, the Company’s Board of Directors appointed Janelle Marsden,
to the role of Chief Executive Officer. At present, the Company is unaware of the circumstances surrounding Mr. Tindall’s
situation, but has no reason believe that it is in any way related to the Company or its operations.
Ms. Marsden’s skills
are broad and exceptionally well suited to the next phase with experience in agricultural production and investment, infrastructure
planning and design, global export, brand development and an extensive knowledge of business structure and governance. Over the
past 20 years Ms. Marsden has held governmental advisory roles at both State and Federal levels, been board chairperson and also
been an investor into agriculture and property projects. She is a director of PLSI and has been the catalyst in ensuring the foundations
of the vision were well
established to ensure future success.
ITEM 7.01
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REGULATION FD DISCLOSURE
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On July 11, the Company’s Board of Directors
announced that Janelle Marsden, the Company’s Managing Director, had been appointed as Chief Executive Officer, and that
Tripp Keber had been named Strategic Advisor to the CEO. A copy of the press release is attached hereto as Exhibit 99.1. The information
in this Item 7.01 and the exhibit attached hereto are furnished to, but not filed with, the Securities and Exchange Commission.
Exhibit
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Number
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Description of Exhibit
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99.1
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Press Release issued July 11, 2019.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Phoenix Life Science International Limited
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Date: July 11, 2019
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By:
/s/ Janelle Marsden
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Janelle Marsden
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Chief Executive Officer
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Phoenix Life Sciences (CE) (USOTC:PLSI)
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