Cannabics Pharmaceuticals Inc (OTCMKTS:CNBX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On May 8, 2017, we entered into a Securities Purchase Agreement
(the Purchase Agreement) with D-Beta One EQ, Ltd., an affiliate
of YAII EQ, Ltd. (D-Beta), which provides that, upon the terms
and subject to the conditions and limitations set forth therein,
D-Beta will purchase an aggregate of 3,000,000 shares of our
Common Stock (the Purchased Shares) at a price per share of $1.00
per share, for an aggregate purchase price of $3,000,000. In
addition, for a period of one-year from May 8, 2017, D-Beta may
from time to time purchase up to an additional 1,500,000 shares
of our Common Stock (the Additional Shares) at a price per share
of $2.00 per share, for an aggregate purchase price of $3,000,000
assuming the purchase of all of the Additional Shares.
to the Purchase Agreement, we are required to register all shares
previously acquired by D-Beta or its affiliates, the Purchased
Shares, and the Additional Shares.
The Company will file with the Securities and Exchange Commission
a prospectus supplement to the Company’s prospectus, dated April
21, 2017, filed as part of the Company’s effective shelf
registration statement on Form S-3, File No. 333-216845,
registering all of the shares of Common Stock that are to be
offered and sold to D-Beta to the Purchase Agreement.
to the Purchase Agreement, we shall use the net proceeds from the
sale of the shares for working capital purposes and capital
expenditures. For 60 days from the effective date of the Purchase
Agreement we may not sell shares of Common Stock that are freely
tradable at a price equal to or below $1.00 per share. There are
no other restrictions on future financing transactions. The
Purchase Agreement does not contain any right of first refusal,
participation rights, penalties or liquidated damages. We did not
pay any additional amounts to reimburse or otherwise compensate
D-Beta in connection with the transaction.
The Purchase Agreement shall terminate automatically on the
one-year anniversary of the effective date of the Purchase
Agreement.
D-Beta has agreed that neither it nor any of its affiliates shall
engage in any short-selling or hedging of our Common Stock during
any time prior to the public disclosure of the Purchase
Agreement.
The foregoing is a summary description of certain terms of the
Purchase Agreement. For a full description of all terms, please
refer to the copy of the Purchase Agreement that is filed
herewith as Exhibits 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 Purchase Agreement.
The Companys press release announcing its entry into the Purchase
Agreement with D-Beta is furnished as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
The following Exhibits are filed as part of this Report.
|
Exhibit Number |
Description | |
| 10.1 |
Securities Purchase Agreement, dated as of May 8, 2017, between Cannabics Pharmaceuticals Inc. and D-Beta One EQ, Ltd. |
|
| 99.1 | Press Release, dated May 9, 2017 |
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. Cannabics Pharmaceuticals Inc (OTCMKTS:CNBX) Recent Trading Information
Cannabics Pharmaceuticals Inc (OTCMKTS:CNBX) closed its last trading session down -0.08 at 1.49 with 256,276 shares trading hands.
