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): May 22, 2017

 

PetLife Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-52445   33-1133537

(State or other jurisdiction

of incorporation)

  (Commission
File Number) 		 

(I.R.S. Employer

Identification No.)

 

38 West Main St., Hancock, MD   21750
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (844) 473-8543

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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))

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 22, 2017, PetLife Pharmaceuticals, Inc. (“PetLife”) and Dr. Ralph T. Salvagno, Dr. Vivekananda Ramana, and Dr. Baidvanath Mishra (collectively, Drs. Salvagno, Ramana and Mishra”), entered into an Assignment Agreement in regards to the following:

 

  ● On March 31, 2017, a patent was filed for the treatment of cancer in pets, combining chlorotoxin and plant-based therapeutics. The patent was filed in India titled A Composition for Targeting Cancer in Canines and Humans . The patent protection is for both process and composition thus protecting not only the physical elements of the formulation but also the process by which they are combined. This new patent pending advanced formulation will be the basis for PetLife’s product, Vitalzul™, for the proposed treatment of certain cancers in dogs and cats. The human application will be addressed by management at a later date.
     
  ● On May 9, 2017, the identical patent as filed in India, was filed with the United States Patent and Trademark Office.

 

The Assignment Agreement between PetLife and Drs. Salvagno, Ramana and Mishra provided an irrevocable assignment of all rights of the patent, which will be effected simultaneous with the issuance of each patent. Drs. Salvagno, Ramana and Mishra, in conjunction with the assignment, will be reimbursed for all expenses related to developing the intellectual property used as a basis for the patent, as well as other applicable expenses related to the patent.

 

Dr. Ralph Salvagno is the Chief Executive Officer and a Director of PetLife. Dr. Ramana is the Chief Medical Officer of PetLife.

 

Item 9.01 Financial Statements and Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this report:

 

Exhibit No.   Description
     
10.6   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Ralph T. Salvagno dated May 22, 2017
     
10.7   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Vivekananda Ramana dated May 22, 2017
     
10.8   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Baidvanath Mishra dated May 22, 2017
     
99.1   Press Release titled “PetLife Files for Patent for the Treatment of Cancer for Pets” as released on May 30, 2017

 

 
 

 

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.

 

PETLIFE PHARMACEUTICALS, INC.

(Registrant)

 

Dated: May 31, 2017 By: /s/ Ralph T. Salvagno, MD
    Ralph T. Salvagno, MD
    Chief Executive Officer

 

 
 

 

 

ASSIGNMENT AGREEMENT

 

This ASSIGNMENT AGREEMENT (the “Agreement”) is executed as of May 22, 2017, by and between Dr. Ralph T. Salvagno, an individual residing in Hancock, Maryland (“Assignor”), and PetLife Pharmaceuticals, Inc., a Nevada corporation, located at 38 West Main Street, Hancock, Maryland 21750 (“Assignee”).

 

WHEREAS, Assignor is one of the authors on the patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on March 31, 2017 in the country of India with the Controller General of Patents, Designs & Trade Marks, Intellectual Property India, Docket No. 11277, as filed by Rakesh Prabhu, located at No. 2, Lavelle Road, Ref. No. / Application No. 201731011756 (the “India Patent”);

 

WHEREAS, Assignor is one of the authors on the provisional patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on May 9, 2017 in the United States with the Patent and Trademark Office, filing number 62503347 (the “U.S. Patent”);

 

WHEREAS, the authors of the India Patent and the U.S. Patent are Dr. Ralph T. Salvagno, Dr. Vivekananda Ramana, and Dr. Baidvanath Mishra (collectively, the “Authors”);

 

WHEREAS, Assignor will be, along with the other authors, filing additional patent applications related to the intellectual property described in the Patent Application, and making and/or filing intellectual property claims relating to such intellectual property; and

 

WHEREAS, Assignor wishes to assign, on the terms and conditions set forth herein, his rights in the intellectual property, and Assignee wishes to accept such rights;

 

NOW THERFORE, for the payment of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

 

1. “IP” means the Patent Application and invention disclosures as described herein, issued patents resulting from such applications or invention disclosures, and all provisionals, divisions, continuations, substitutions, reissues, reexaminations, extensions, registrations, patent term extensions and renewals of the foregoing that disclose or relate to the intellectual property covered by the Patent Application and name (or, in accordance with patent law, should name) Assignor as an inventor.

 

2. Assignor hereby assigns, grants, bargains, sells, conveys, transfers and sets over unto Assignee all of the IP and all tangible and intangible assets and intellectual property rights relating to the same, including but not limited to, all registration rights with respect to the IP, all rights to prepare derivative marks, all goodwill and all other rights.

 

3. Assignor hereby warrants to Assignee and its successors and assigns that good and marketable title to the IP is hereby conveyed to Assignee, free and clear of all encumbrances, and Assignor agrees with Assignee and its successors and assigns that Assignor will warrant and forever defend such title so conveyed against all claims and contrary demands whatsoever.

 

4. Except as otherwise expressly set forth herein, Assignor makes no representation or warranty to Assignee regarding the IP, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose.

 

Assignor ______   Assignee ______

 

 
 

 

5. Assignor represents and warrants to Assignee:

 

(a) Assignor has the right, power and authority to enter into this Agreement;

 

(b) Assignor is one of the authors of the IP. Assignor is being named as an author of the IP due to his development of the IP;

 

(c) The IP is free of any liens, security interests, encumbrances or licenses;

 

(d) The IP does not infringe the rights of any person or entity;

 

(e) There are no claims, pending or threatened, with respect to Assignor’s rights in the IP;

 

(f) This Agreement is valid, binding and enforceable in accordance with its terms in all jurisdictions pertaining hereto; and

 

(g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement.

 

6. Condition. The parties acknowledge that the Authors have personally paid in the aggregate approximately $90,000 (the “Author’s Paid Amount,” which the amount may change due to future expenditures, as needed) to third parties to develop the IP and file the India Patent and the U.S. Patent. The Author’s Paid Amount is not defined as to individual contribution and is treating the Author’s Paid Amount as a collective investment by the Authors for discussion purposes. The parties acknowledge that the Authors used their own capital as the Assignee did not have the necessary working capital required. In partial consideration for this Agreement, Assignee agrees to reimburse Assignor for the Assignor Paid Amount within six (6) months of the date hereof or the successful completion of Assignee’s procurement of $1,000,000 in funding from third parties unrelated to Assignor, whichever comes first. If Assignee does not reimburse Assignor as required hereby, Assignee will be obligated to compensate the Authors, as applicable, for tax payments caused by the use of working capital by the Authors, as applicable, for calendar years 2016 and 2017.

 

7. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect, except as mandated by the ruling.

 

8. Assignee agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

 

9. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Nevada.

 

Remainder of this page left page intentionally.

 

Assignor ______   Assignee ______

 

 
 

 

ASSIGNOR:   ASSIGNEE:
     
DR. RALPH T. SALVAGNO   PETLIFE PHARMACEUTICALS, INC.
       
/s/ Ralph T. Salvagno   /s/ Ralph T. Salvagno
Individually   By: Dr. Ralph T. Salvagno
    Its: Chairman

 

Assignor ______   Assignee ______

 

 
 

 

ASSIGNMENT AGREEMENT

 

This ASSIGNMENT AGREEMENT (the “Agreement”) is executed as of May 22, 2017, by and between Dr. Vivekananda Ramana, an individual residing in _______________, __________ (“Assignor”), and PetLife Pharmaceuticals, Inc., a Nevada corporation, located at 38 West Main Street, Hancock, Maryland 21750 (“Assignee”).

 

WHEREAS, Assignor is one of the authors on the patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on March 31, 2017 in the country of India with the Controller General of Patents, Designs & Trade Marks, Intellectual Property India, Docket No. 11277, as filed by Rakesh Prabhu, located at No. 2, Lavelle Road, Ref. No. / Application No. 201731011756 (the “India Patent”);

 

WHEREAS, Assignor is one of the authors on the provisional patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on May 9, 2017 in the United States with the Patent and Trademark Office, filing number 62503347 (the “U.S. Patent”);

 

WHEREAS, the authors of the India Patent and the U.S. Patent are Dr. Ralph T. Salvagno, Dr. Vivekananda Ramana, and Dr. Baidvanath Mishra (collectively, the “Authors”);

 

WHEREAS, Assignor will be, along with the other authors, filing additional patent applications related to the intellectual property described in the Patent Application, and making and/or filing intellectual property claims relating to such intellectual property; and

 

WHEREAS, Assignor wishes to assign, on the terms and conditions set forth herein, his rights in the intellectual property, and Assignee wishes to accept such rights;

 

NOW THERFORE, for the payment of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

 

1.       “IP” means the Patent Application and invention disclosures as described herein, issued patents resulting from such applications or invention disclosures, and all provisionals, divisions, continuations, substitutions, reissues, reexaminations, extensions, registrations, patent term extensions and renewals of the foregoing that disclose or relate to the intellectual property covered by the Patent Application and name (or, in accordance with patent law, should name) Assignor as an inventor.

 

2.       Assignor hereby assigns, grants, bargains, sells, conveys, transfers and sets over unto Assignee all of the IP and all tangible and intangible assets and intellectual property rights relating to the same, including but not limited to, all registration rights with respect to the IP, all rights to prepare derivative marks, all goodwill and all other rights.

 

3.       Assignor hereby warrants to Assignee and its successors and assigns that good and marketable title to the IP is hereby conveyed to Assignee, free and clear of all encumbrances, and Assignor agrees with Assignee and its successors and assigns that Assignor will warrant and forever defend such title so conveyed against all claims and contrary demands whatsoever.

 

4.       Except as otherwise expressly set forth herein, Assignor makes no representation or warranty to Assignee regarding the IP, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose.

 

Assignor ______   Assignee ______

 

 
 

 

5.       Assignor represents and warrants to Assignee:

 

  (a) Assignor has the right, power and authority to enter into this Agreement;
     
  (b) Assignor is one of the authors of the IP. Assignor is being named as an author of the IP due to his development of the IP;
     
  (c) The IP is free of any liens, security interests, encumbrances or licenses;
     
  (d) The IP does not infringe the rights of any person or entity;
     
  (e) There are no claims, pending or threatened, with respect to Assignor’s rights in the IP;
     
  (f) This Agreement is valid, binding and enforceable in accordance with its terms in all jurisdictions pertaining hereto; and
     
  (g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement.

 

6.       Condition. The parties acknowledge that the Authors have personally paid in the aggregate approximately $90,000 (the “Author’s Paid Amount,” which the amount may change due to future expenditures, as needed) to third parties to develop the IP and file the India Patent and the U.S. Patent. The Author’s Paid Amount is not defined as to individual contribution and is treating the Author’s Paid Amount as a collective investment by the Authors for discussion purposes. The parties acknowledge that the Authors used their own capital as the Assignee did not have the necessary working capital required. In partial consideration for this Agreement, Assignee agrees to reimburse Assignor for the Assignor Paid Amount within six (6) months of the date hereof or the successful completion of Assignee’s procurement of $1,000,000 in funding from third parties unrelated to Assignor, whichever comes first. If Assignee does not reimburse Assignor as required hereby, Assignee will be obligated to compensate the Authors, as applicable, for tax payments caused by the use of working capital by the Authors, as applicable, for calendar years 2016 and 2017.

 

7.       If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect, except as mandated by the ruling.

 

8.       Assignee agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

 

9.       This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Nevada.

 

Remainder of this page left page intentionally.

 

Assignor ______   Assignee ______

 

 
 

 

ASSIGNOR:   ASSIGNEE:
       
DR. VIVEKANANDA RAMANA   PETLIFE PHARMACEUTICALS, INC.
       
/s/ Vivekananda Ramana   /s/ Ralph T. Salvagno
Individually   By: Ralph T. Salvagno
    Its: Chairman

 

Assignor ______   Assignee ______

 

 
 

 

 

ASSIGNMENT AGREEMENT

 

This ASSIGNMENT AGREEMENT (the “Agreement”) is executed as of May 22, 2017, by and between Dr. Baidvanath Mishra, an individual residing in _______________, __________ (“Assignor”), and PetLife Pharmaceuticals, Inc., a Nevada corporation, located at 38 West Main Street, Hancock, Maryland 21750 (“Assignee”).

 

WHEREAS, Assignor is one of the authors on the patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on March 31, 2017 in the country of India with the Controller General of Patents, Designs & Trade Marks, Intellectual Property India, Docket No. 11277, as filed by Rakesh Prabhu, located at No. 2, Lavelle Road, Ref. No. / Application No. 201731011756 (the “India Patent”);

 

WHEREAS, Assignor is one of the authors on the provisional patent application titled “A Formulation for Targetting Cancer in Humans and Canines” filed on May 9, 2017 in the United States with the Patent and Trademark Office, filing number 62503347 (the “U.S. Patent”);

 

WHEREAS, the authors of the India Patent and the U.S. Patent are Dr. Ralph T. Salvagno, Dr. Vivekananda Ramana, and Dr. Baidvanath Mishra (collectively, the “Authors”);

 

WHEREAS, Assignor will be, along with the other authors, filing additional patent applications related to the intellectual property described in the Patent Application, and making and/or filing intellectual property claims relating to such intellectual property; and

 

WHEREAS, Assignor wishes to assign, on the terms and conditions set forth herein, his rights in the intellectual property, and Assignee wishes to accept such rights;

 

NOW THERFORE, for the payment of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

 

1. “IP” means the Patent Application and invention disclosures as described herein, issued patents resulting from such applications or invention disclosures, and all provisionals, divisions, continuations, substitutions, reissues, reexaminations, extensions, registrations, patent term extensions and renewals of the foregoing that disclose or relate to the intellectual property covered by the Patent Application and name (or, in accordance with patent law, should name) Assignor as an inventor.

 

2. Assignor hereby assigns, grants, bargains, sells, conveys, transfers and sets over unto Assignee all of the IP and all tangible and intangible assets and intellectual property rights relating to the same, including but not limited to, all registration rights with respect to the IP, all rights to prepare derivative marks, all goodwill and all other rights.

 

3. Assignor hereby warrants to Assignee and its successors and assigns that good and marketable title to the IP is hereby conveyed to Assignee, free and clear of all encumbrances, and Assignor agrees with Assignee and its successors and assigns that Assignor will warrant and forever defend such title so conveyed against all claims and contrary demands whatsoever.

 

4. Except as otherwise expressly set forth herein, Assignor makes no representation or warranty to Assignee regarding the IP, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose.

 

Assignor ______ Assignee ______

 

     
   

 

5. Assignor represents and warrants to Assignee:

 

(a) Assignor has the right, power and authority to enter into this Agreement;

 

(b) Assignor is one of the authors of the IP. Assignor is being named as an author of the IP due to his development of the IP;

 

(c) The IP is free of any liens, security interests, encumbrances or licenses;

 

(d) The IP does not infringe the rights of any person or entity;

 

(e) There are no claims, pending or threatened, with respect to Assignor’s rights in the IP;

 

(f) This Agreement is valid, binding and enforceable in accordance with its terms in all jurisdictions pertaining hereto; and

 

(g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement.

 

6. Condition. The parties acknowledge that the Authors have personally paid in the aggregate approximately $90,000 (the “Author’s Paid Amount,” which the amount may change due to future expenditures, as needed) to third parties to develop the IP and file the India Patent and the U.S. Patent. The Author’s Paid Amount is not defined as to individual contribution and is treating the Author’s Paid Amount as a collective investment by the Authors for discussion purposes. The parties acknowledge that the Authors used their own capital as the Assignee did not have the necessary working capital required. In partial consideration for this Agreement, Assignee agrees to reimburse Assignor for the Assignor Paid Amount within six (6) months of the date hereof or the successful completion of Assignee’s procurement of $1,000,000 in funding from third parties unrelated to Assignor, whichever comes first. If Assignee does not reimburse Assignor as required hereby, Assignee will be obligated to compensate the Authors, as applicable, for tax payments caused by the use of working capital by the Authors, as applicable, for calendar years 2016 and 2017.

 

7. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect, except as mandated by the ruling.

 

8. Assignee agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

 

9. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Nevada.

 

Remainder of this page left page intentionally.

 

Assignor ______ Assignee ______

 

     
   

 

ASSIGNOR:   ASSIGNEE:
     
DR. BAIDVANATH MISHRA   PETLIFE PHARMACEUTICALS, INC.
       
/s/ Baidvanath Mishra   /s/ Ralph T. Salvagno
Individually   By: Ralph T. Salvagno
    Its: Chairman

 

Assignor ______ Assignee ______

 

     
   

 

 

 

PetLife Files for Patent for the Treatment of Cancer for Pets

 

Combining Chlorotoxin and Plant-based Therapeutic for VitalZul™ for Dogs and Cats

 

HANCOCK, MD—May 30, 2017— PetLife Pharmaceuticals, Inc . (OTCQB: PTLF) (the “Company”), a developer of a new generation of high potency veterinary cancer medications and nutraceuticals for pets, announced today that we have filed for patent protection in India and the United States for the formula for VitalZul™.

 

The Company, through an officer of the Company, has filed for a patent in India titled A Composition for Targeting Cancer in Canines and Humans . The patent protection is for both process and composition thus protecting not only the physical elements of our formulation but also the process by which they are combined. The patent formulation is intended for both animal and human use pending further testing.

 

The filing in the United States was titled the same as the India patent with the same attributes as filed in India.

 

The elements of the formulation of VitalZul™ have been shown to have extremely minimal toxicity. The components of the formulation are natural, not synthetic.

 

Dr. Ralph Salvagno, CEO of PetLife, stated, “Our team of scientists and researchers in India and in the U.S. have worked diligently to bring VitalZul™ to the next stage of our growth plan. With the patents filed, we will continue the course towards our FDA application. The goal is to bring VitalZul™ to market by the end of 2018.”

 

About PetLife Pharmaceuticals, Inc.

 

PetLife Pharmaceuticals, Inc. (PTLF) ( www.PetLifePharma.com ) is a registered U.S. Veterinary Pharmaceutical company. PetLife’s mission is to bring its new, non-toxic, bioactive nutraceuticals and prescription medications to the world of veterinary oncology with the ultimate goal of preventing cancer and extending the life of pets suffering from cancer while improving their quality of life. The Company’s first product, VitalZul™, is currently in testing. VitalZul’s™ active ingredients have been shown to have activity against several different cancer cell lines. In the U.S. alone, consumer spending on domestic companion animals reached over $60 billion in 2015 with over $29 billion spent on veterinary care and medications. PetLife’s acquired brand, Dr. Geoff’s Real Food for Pets, will incorporate VitalZul™ in its pet food line in 2018.

 

Forward looking statement:

 

This press release contains certain “forward-looking statements,” as defined in the United States PSLR Act of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the actual results and future events could differ materially from management’s current expectations. The economic, competitive, governmental, technological and other factors identified in the Company’s previous filings with the Securities and Exchange Commission may cause actual results or events to differ materially from those described in the forward-looking statements in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Press Contact

 

Clifford Price

clifford@PetLifePharma.com

844-473-8543 ext. 701