Form 8-K Cannabics Pharmaceutical For: Jan 29

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):

January 29th, 2018

 

CANNABICS PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada	000-52403	20-3373669
(State of incorporation)	(Commission File Number)	(IRS Employer No.)

 

#3 Bethesda Metro Center

Suite 700

Bethesda, Md 20814

(Address of principal executive offices and Zip Code)

 

877-424-2429

(Registrant's telephone number, including area code)

 

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))

 

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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

On January 29^th, 2018, Itamar Borochov stepped down as Director and CEO of the Company. His resignation was not the result of any dispute with the Corporation. On the same date, the shareholders of the Corporation elected Ehud Rieger to the position of Director and Board Member. Additionally, the shareholders elected current Director and COO Eyal Barad to the position of CEO.

 

Eyal Barad 52, is a co-founder of Cannabics Inc., founded in 2012, and is a core member of Cannabics Inc.’s management team and brings 20 years of executive managerial experience in successful technology and startup ventures. Mr. Barad received his BA in Economics & International Relations from the Hebrew University in Jerusalem in 1994, and an MBA with Honors from Haifa University in 2007.

 

Ehud Rieger, 56, brings 30 years of executive corporate experience, is Manager of Alrig Investments & Finance Ltd. since 1991, and is a Board Member of several private and public companies. He held the rank of Major in the Israeli Defense Forces. Ehud obtained his Law Degree from Tel Aviv University in 1989, and MBA at INSEAD in Fontainebleau, France, in 1990.

 

Related Party – Both Barad and Rieger are shareholders of Cannabics Inc., a Delaware corporation and majority shareholder of the Company.

 

 

ITEM 9.01 FINANCIAL STATEMENTS & EXHIBITS

 

(d) Exhibits

 

Exhibit No.	Description
10.1	Shareholder’s Resolution
10.2	Resolution of the Board of Directors regarding resignation of Itamar Borochov

 

 

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.

 

 

Date: January 30, 2018

 

	Cannabics Pharmaceuticals Inc.
	By: /s/ Eyal Barad
	Eyal Barad, Director, CEO

 

Exhibit 10.1

 

RESOLUTION OF THE SHAREHOLDERS

 

OF

 

CANNABICS PHARMACEUTICALS INC.

 

 

 

The following is a true copy of the resolution duly adopted by the Majority (74%) of the Shareholders of the Corporation at a special meeting, notice to this meeting having been waived, held this 29^th day of January, 2018;

 

WHEREAS there has been presented to and considered by this meeting a Motion to Accept the Resignation of Itamar Borochov as Director and CEO; to Vote that Eyal Barad assume the position as CEO, and to vote Ehud Rieger as a new Director and Board Member.

 

NOW THEREFORE BE IT RESOLVED that the majority of shareholders having considered this matter, and having opened the floor to all those who voice a preference in the issue and pursuant to NRS 78.320, have overwhelmingly decided and RESOLVED that:

 

The Corporation hereby ACCEPTS the Resignation of Itamar Borochov;

That it VOTED Ehud Rieger as a Director and Board Member;

That it VOTED for Eyal Barad to assume the position of CEO.

 

The Above qualified people have been nominated, and have accepted their position as DIRECTORS and OFFICERS of the Company.

 

Said Motion is hereby passed and the corporate books, records and the Company shall file this Resolution in the corporate records.

 

 

 

Dated: 29^th January, 2018

 

 

/s/ Eyal Barad                    

Eyal Barad,

on behalf of Cannabics, Inc., Majority Shareholders

Exhibit 10.2

 

RESIGNATION FROM

THE BOARD OF DIRECTORS

OF

CANNABICS PHARMACEUTICALS INC.

 

The following is a true copy of the resolution duly adopted by the Board of Directors of the Corporation at a special meeting, notice to this meeting having been waived, held on 29^th January, 2018.

 

 

The Board of Directors who were present for this meeting & took active part therein were:

 

DR. EYAL BALLAN

ITAMAR BOROCHOV

EYAL BARAD

 

WHEREAS there has been presented to and considered by this meeting a Motion that I, ITAMAR BOROCHOV formally RESIGN and renounce all further corporate designation or affiliation with Cannabics Pharmaceuticals Inc., Cannabics, Inc., and Grin Ultra Ltd.

 

NOW THEREFORE BE IT RESOLVED that the corporation having considered this matter, has opened the floor to all those who voice a preference in the issue, has decided unanimously and RESOLVED that: I do hereby formally RESIGN, and sever any and all official ties, duties, obligations or liabilities regarding Cannabics Pharmaceuticals Inc. and, by affixing, my signature hereto, officially as my last corporate act, DO HEREBY RESIGN.

 

 

The Director and CEO of the corporation, by affixing his signature hereto, does hereby formally resign.

 

 

 

DATED: 29^th January, 2018

 

 

/s/ Itamar Borochov

Itamar Borochov

Cannabics Pharmaceuticals Inc.

 

 

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