CANNABICS PHARMACEUTICALS INC. (OTCMKTS:CNBX) Files An 8-K Entry into a Material Definitive Agreement
On February 7, 2019, Cannabics Pharmaceuticals, Inc. (“Cannabics”) executed a Joint Venture Agreement (the “Agreement”) with Wize Pharma, Inc. (“Wize”), to which the parties agreed to form a joint venture entity in Israel (the “Joint Venture”) to jointly research, develop and administer cannabinoid formulations to treat ophthalmic conditions.
to the terms of the Agreement, the formation of the Joint Venture is conditioned upon the receipt of an expert opinion within 30 days of the execution of the Agreement from a mutually selected third party describing the regulatory pathway for eye drops containing cannabinoids or cannabinoid strings (the “Opinion”). In addition, no later than 30 days after receipt of the Opinion, the parties have agreed to formulate a business plan, which shall set forth the initial budget and respective contributions (of both cash and non-cash assets) to the Joint Venture by each of Cannabics and Wize.
Upon the formation of the Joint Venture, each of Cannabics and Wize will be issued fifty percent of the shares of the Joint Venture. Eyal Barad and Noam Danenberg shall serve as the Co-Chief Executive Officers of the Joint Venture. The board of directors of the Joint Venture shall consist of three members consisting of one member appointed by each of Cannabics and Wize, for so long as they maintain a 10% interest in the Joint Venture, and the third director shall be an industry expert recommended by Wize and approved by Cannabics.
One business day following receipt of the Opinion, Wize shall issue Cannabics 900,000 restricted shares of its common stock and Cannabics shall issue Wize 2,263,944 restricted shares of its common stock. The shares to be issued to Wize will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) to Section 4(a)(2) of the Securities Act.
The Agreement also contains standard representations and warranties, certain inspection rights for each of Cannabics and Wize for so long as they retain a five percent interest in the Joint Venture, certain veto rights for each of Cannabics and Wize for so long as they retain a ten percent interest in the Joint Venture and rights of first refusal, pre-emptive rights, tag-along rights and drag-along rights for each of Cannabics and Wize.
The foregoing is a summary description of certain terms of the Agreement. For a full description of all terms of the Agreement, please refer to the Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Agreement.
Item 1.01 Unregistered Sales of Equity Securities.
The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
Item 1.01 Financial Statements and Exhibits.
The following Exhibits are filed as part of this Current Report.
Cannabics Pharmaceuticals Inc. Exhibit
EX-10.1 2 cannabics_8k-ex1001.htm JOINT VENTURE AGREEMENT Exhibit 10.1 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (this “Agreement”),…
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About CANNABICS PHARMACEUTICALS INC. (OTCMKTS:CNBX)
Cannabics Pharmaceuticals Inc., formerly American Mining Company, is a biotechnology pharmaceutical company. The Company is engaged in pharmaceutical development. The Company is focused on development and licensing of cannabinoid-based treatments and therapies. It develops and markets various therapies and biotechnological tools aimed at providing relief from ailments that respond to active ingredients sourced from the cannabis plant. These tools include delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds, and bioinformatics tools. The Company’s flagship product is CANNABICS SR. CANNABICS SR is a technology for a long acting oil capsule that provides administration of cannabis. CANNABICS SR is composed solely from food grade materials and delivers effects for over 10 to 12 hours. The delivery method enables a once per day dosing regimen of medical cannabis to patients. It has not generated revenues.