VITALITY BIOPHARMA, INC. (OTCMKTS:VBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Effective January 18, 2019, Vitality Biopharma, Inc. (the “Company”) entered into an Amendment to Securities Purchase Agreement (the “Amendment”) with the investors (the “Investors”) party to those certain Securities Purchase Agreements dated August 22, 2018 and October 22, 2018 (the “SPAs”). to the Amendment, upon receipt of each investors’ warrants (the “Warrants”) to purchase shares of the Company’s common stock issued in connection with the SPAs, the Investors will be issued in the aggregate, an additional 16,750,000 shares of the Company’s common stock for no additional consideration (the “Shares”), and the Warrants will be canceled.

The issuance of the Shares and the cancelation of the Warrants will result in the Investors holding an aggregate of approximately 48% of the issued and outstanding shares of common stock of the Company, with the largest investor within the group of the Investors holding approximately 16% of the issued and outstanding shares of common stock of the Company. The Board of Directors (the “Board”) of the Company considered whether entering into the Amendment and issuing the Shares would constitute a change of control of the Company and based on management’s knowledge and after much consideration and discussion with the largest investor, reasonably believed and determined that there has been no change of control of the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

The Shares being issued to the Amendment have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have been issued in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act. The Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. Each of the Investors has represented that it is an accredited investor as defined in Regulation D and that it is acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

Vitality Biopharma, Inc. Exhibit
EX-10.1 2 ex10-1.htm   AMENDMENT TO SECURITIES PURCHASE AGREEMENT   This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made and entered into as of the 18th day of January 2019 (the “Effective Date”),…
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About VITALITY BIOPHARMA, INC. (OTCMKTS:VBIO)

Vitality Biopharma, Inc., formerly Stevia First Corp., is engaged in the development of cannabinoid prodrug pharmaceuticals. The Company unlocks the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. Its product pipeline includes cannabosides, VITA-100 and VITA-210. Cannabosides are cannabinoid glycoside prodrugs. VITA-100 is an oral cannabinoid formulation containing cannabosides that is being developed for treatment of inflammatory bowel disease, epilepsy, schizophrenia, and other disorders. VITA-210 is a cannabinoid glycoside prodrug being developed primarily for treatment of pain and muscle spasticity in multiple sclerosis and in rare white matter disorders. The Company’s facilities include laboratories and a manufacturing suite for good manufacturing practices (GMPs) production, which will be used for pharmaceutical-grade production of products to be tested in clinical trials.