NEUROPATHIX, INC. (Form: 8-K, Received: 02/23/2021 16:02:41)

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): February 17, 2021

Neuropathix, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

000-55657

46-2645343

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3805 Old Easton Road

Doylestown, PA 18902

(Address of Principal Executive Offices)

(858) 883-2642

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instruction A.2 below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

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 1.01 Entry into a Material Definitive Agreement.

On February 10, 2021, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the “Company”), entered into a letter agreement with Lyons Capital LLC (“Lyons Capital”), pursuant to which the Company agreed to issue and sell to Lyons Capital 3,500,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and two warrants to purchase an aggregate of 3,500,000 additional shares of Common Stock, the terms of such warrants are further discussed below, for an aggregate purchase price of $1,207,500 (the “Transaction”).

On February 17, 2021, the Company and Lyons Capital executed a Common Stock Purchase Agreement (the “SPA”) and two warrants (each a “Warrant, and together, the “Warrants”) memorializing the definitive terms of the Transaction. The effective date of the SPA and Warrants is February 10, 2021.

The first warrant (“Warrant No. 1) grants Lyons Capital the right to purchase up to 1,750,000 shares of Common stock at an exercise price of $0.22 per share. The second warrant (“Warrant No. 2,” and together with Warrant No. 1, the “Warrants”) grants Lyons Capital the right to purchase up to an additional 1,750,000 shares of Common stock at an exercise price of $0.27 per share. The Warrants are exercisable immediately, will expire five years from the date of issuance, and contain customary provisions allowing for adjustment to the exercise price and number of shares of Common Stock issuable upon exercise in the event of any stock dividend, recapitalization, reorganization, reclassification, or similar transaction. Lyons Capital has the right to exercise the Warrants at any time; provided, however, that subject to limited exceptions, Lyons Capital may not exercise any portion of the Warrants if Lyons Capital, together with any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise.

In addition to the foregoing, the SPA and the Warrants provide Lyons Capital with certain piggyback registration rights with respect to the shares of Common Stock issued in connection with the Transaction and the shares of Common Stock issuable upon exercise of the Warrants.

The foregoing descriptions of the SPA and Warrants are not complete and are qualified in their entirety by references to the full text of the Common Stock Purchase Agreement, Warrant No. 1 and Warrant No. 2, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

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

The shares of Common Stock and the Warrants, together with any Common Stock issuable upon exercise thereof, were sold and issued without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Common Stock Purchase Agreement, dated February 17, 2021
10.2		Warrant No. 1, effective February 10, 2021
10.3		Warrant No. 2, effective February 10, 2021

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.

		NEUROPATHIX, INC.

Dated: February 22, 2021	By:	/s/ Dean Petkanas
	Dean Petkanas
	Chief Executive Officer and Chairman

NEUROPATHIX, INC.

COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”), dated as of February 17, 2021, but for all purposes shall be effective as of February 10, 2021 (the “Effective Date”), is entered into by and between Neuropathix, Inc., a Delaware corporation (the “Company”), and Lyons Capital LLC (the “Investor”).

RECITALS

A. The Company desires to sell 3,500,000 shares of common stock of the Company (the “Common Stock”) to the Investor.

B. The Investor desires to purchase 3,500,000 shares of Common Stock from the Company, subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1
PURCHASE AND SALE OF COMMON STOCK

1.1 Common Stock. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, at the purchase price of $0.10 per share (the “Per Share Price”), a total of 3,500,000 shares of Common Stock of the Company (the “Shares”).

1.2 Closing. The purchase and sale of the Shares hereunder shall take place at the Company’s office located at 3805 Old Easton Road, Doylestown, PA 18902 at 10:00 a.m. (EST) on February 10, 2021 (the “Closing”) or at such other place and time as the Company and the Investor mutually agree. (The date of the Closing is hereinafter referred to as the “Closing Date.”)

1.3 Delivery. At the Closing, the Company will deliver to Investor a certificate representing the Shares against delivery to the Company by Investor at the Closing of (a) an executed counterpart of this Agreement, and (b) the purchase price of the Shares by wire transfer, a certified or cashier’s check payable to the Company, or by cancellation of indebtedness.

SECTION 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investor that the following representations are true and complete in all material respects as of the Closing Date.

2.1 Organization and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.

2.2 Corporate Power. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and to sell and issue the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.

2.3 Validity. When executed and delivered by the Investor, this Agreement shall be a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

2.4 Valid Issuance of Stock. The Shares, when issued and paid for as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable.

2.5 Governmental Consents. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares or the consummation of any other transaction contemplated hereby or thereby, except qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Shares under applicable corporate securities law and other applicable Blue Sky laws, which filing and qualification, if required, will be accomplished.

2.6 Title to Property and Assets. The properties and assets the Company owns are owned by the Company free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests except for statutory liens for the payment of current taxes that are not yet delinquent and liens, encumbrances and security interests which arise in the ordinary course of business and which do not affect material properties and assets of the Company.

2.7 Litigation. There is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending (or, to the Company’s knowledge, currently threatened) against the Company, its properties or assets.

2.8

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Investor represents and warrants to the Company that the following representations are true and complete in all material respects as of the Closing Date:

3.1 Authorization. This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies. Investor represents that Investor has full power and authority to enter into this Agreement.

3.2 Validity. When executed and delivered by the Investor, and assuming execution and delivery by the Company, this Agreement shall constitute a valid obligation of the Investor, enforceable in accordance with its terms.

3.3 Domicile. The Investor is a resident in the jurisdiction as set forth on the Signature Page hereto.

3.4 Investment Representations. As an inducement to the Company to issue the Shares to Investor, and in order to establish the suitability for Investor of such an investment, Investor hereby makes the following representations and warranties, and authorizes the Company to rely upon the same:

(a) Investment Intent. Investor is aware of and familiar with the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach a knowledgeable and informed decision to acquire the Shares. Investor is acquiring the Shares for investment for Investor’s own account, not for resale, without any intention of or view toward or for participating, directly or indirectly, in a distribution of the Shares or any portion thereof.

(b) Accredited Investor. The Investor presently qualifies and shall as of the Closing qualify as an “accredited investor” within the meaning of Regulation D of the rules and regulations promulgated under the Securities Act.

(c) Representatives. Investor has consulted with such professional advisors (the “Representatives”), if any, as Investor has seen fit in connection with this proposed investment.

(d) Experience. Investor and Investor’s Representatives, if any, have such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of Investor’s investment in the Shares.

(e) Risks. Investor understands that an investment in the Company is speculative, that any possible profits therefrom are uncertain, and that Investor must bear the economic risks of the investment in the Company for an indefinite period of time. Investor is able to bear these economic risks and to hold the Shares for an indefinite period.

(f) Information. Investor and Investor’s Representatives, if any, have received all information and data with respect to the Company which Investor or Investor’s Representatives have requested and have deemed relevant in connection with an evaluation of the merits and risks of this investment in the Company, and do not desire any further information or data with respect to the Company prior to the purchase of the Shares.

(g) Securities Laws. Investor understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption therefrom, that the Shares must be held by Investor indefinitely, and that Investor must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Investor further understands that the Shares have not been registered under the “blue sky” laws of any state.

(h) Transfers. Investor understands that the Shares may have to be held indefinitely unless they are subsequently registered under the Securities Act and qualified or registered under other applicable securities laws, rules and regulations, which is highly unlikely, or unless an exemption from such qualification or registration is available.

(i) Legends. Investor understand and agrees that (i) the legends set forth in Section 6 will be placed on the certificate(s) evidencing the Shares; (ii) the stock records of the Company will be noted with respect to such restrictions; and (iii) the Company will not be under any obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration.

(j) Further Limitations on Disposition. Investor covenants that in no event shall it dispose of any of the Shares (other than pursuant to Rule 144 promulgated by under the Securities Act (“Rule 144”) or any similar or analogous rule) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company’s counsel to the effect that (x) such disposition shall not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership it may transfer Shares to its constituent partners or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or transfer by gift, will, or intestate succession to any such partner’s spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were the Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Shares were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws.

(k) Valuation of Shares. Investor understands that the Shares have been valued by the Board of Directors of the Company and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of their worth. Investor understands, however, that the Company can give no assurances that the Price Per Share is in fact the fair market value of the Shares and that it is possible that the Internal Revenue Service could successfully assert that the value of the Shares on the date of purchase is greater than so determined.

(l) No Tax Advice. Investor understands that Investor may suffer adverse tax consequences as a result of Investor’s purchase or disposition of the Shares. Investor represents that Investor has consulted any tax consultants Investor deems advisable in connection with the purchase or disposition of the Shares and that Investor is not relying on the Company or the Company’s counsel for any tax advice.

3.5 Survival. The representations and warranties of Investor made pursuant to Section 3 hereof shall survive the Closing.

SECTION 4

CONDITIONS TO INVESTOR’S OBLIGATIONS AT CLOSING

The obligations of Investor under Section 1 of this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by Investor:

4.1 Representations and Warranties True. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

4.2 Performance of Obligations. The Company shall have performed and complied with all agreements and conditions herein required to be performed or complied with by it on or before the Closing.

SECTION 5

CONDITIONS TO COMPANY’S OBLIGATIONS AT CLOSING

The Company’s obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment on or prior to the Closing of the following conditions:

5.1 Representations and Warranties True. The representations and warranties made by the Investor in Section 3 hereof shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

5.2 Performance of Obligations. The Investor shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Investor on or before the Closing.

5.3 Legal Matters. All material matters of a legal nature which pertain to this Agreement and the transactions contemplated hereby shall have been reasonably approved by counsel for the Company.

SECTION 6

RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS

6.1 Restrictive Legends.

(a) Federal Legends. All certificates evidencing the Shares shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

(b) Other Legends. The certificates evidencing the Shares shall also bear any legend required by law of the State of Pennsylvania or required pursuant to any state, local, or foreign law governing such securities.

6.2 Stop-Transfer Notices. Investor agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

6.3 Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

6.4 Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Sections 6.1(a) and (b) and the stop transfer instructions with respect to such legended securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities, if such securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available with respect to such Shares or if such holder satisfies the requirements of Rule 144.

SECTION 7

MISCELLANEOUS

7.1 Piggyback Registration Rights. Whenever the Company proposes to register any of its securities under the Securities Act, as amended (other than pursuant to a registration primarily for sales of securities to employees of the Company under Form S-8 or pursuant to a business combination under Form S-4), the Company will include in such registration the Shares sold to Investor under this Agreement.

7.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without reference to principles of conflicts of laws or choice of laws. The prevailing party in any action to enforce this Agreement shall be entitled to costs and fees (including attorneys’ fees and expert witness fees) incurred in connection with such action. Each party agrees that service of process on them in any such action, suit or proceeding may be effected by the means by which notices are to be given to it under this Agreement. The parties hereby irrevocably submit to the jurisdiction of the State and Federal courts located in Bucks County, State of Pennsylvania (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under, or in connection with this Agreement or its subject matter.

7.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of Investor to purchase the Shares shall not be assignable without the written consent of the Company.

7.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandings and agreements among the parties regarding the subject matter hereof, whether oral or written.

7.5 Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon actual delivery to the party to be notified, (ii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) one business day after deposit with a recognized overnight courier, specifying next business day delivery, addressed (a) if to Investor, at the address set forth beneath Investor’s signature hereto, or at such other address as the Investor shall have furnished to the Company in writing upon 10 days’ notice; (b) if to any other holder of any Shares, at such address as such holder shall have furnished the Company in writing upon 10 days’ notice or, until any such holder so furnishes an address to the Company, to and at the address of the last holder of such Shares who has so furnished an address to the Company; or (c) if to the Company, at the following address or at such other address as the Company shall have furnished to the Investor upon 10 days’ notice:

Neuropathix, Inc.

3805 Old Easton Road

Doylestown, PA 18902

Attention: Chief Executive Officer

With a copy to (which shall not constitute notice):

Procopio, Cory, Hargreaves & Savitch LLP

12544 High Bluff Drive, Suite 400

San Diego, CA 92130

Attention: Christopher Tinen, Esq.

7.6 Expenses and Fees. Each party shall pay its own expenses incurred, including any legal fees or costs, in connection with the transactions described in this Agreement.

7.7 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be judicially determined to be invalid, illegal or unenforceable in any respect, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect, and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision, and, if the foregoing provision of this clause (ii) is not permitted pursuant to applicable law, then (iii) this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.8 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by any other party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the part of any party of any breach, default or noncompliance under the Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

7.9 Approval of Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of, or a written instrument signed by (i) the Company, and (ii) Investor.

7.10 Titles and Subtitles; References. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

7.11 Construction. The Company and the Investor have participated jointly in the negotiation and drafting of this Agreement.

7.12 Further Assurances. Each of the parties to this Agreement shall execute and deliver all additional documents and instruments and shall do all acts and things reasonably requested (a) in connection with the performance of the obligations undertaken in this Agreement; (b) to evidence the transactions contemplated by this Agreement; and (c) otherwise to effectuate in good faith the intent of the parties.

7.13 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

7.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all such counterparts together will constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

COMPANY:

NEUROPATHIX, INC.

_______________________________
Dean Petkanas, its CEO

INVESTOR:

LYONS CAPITAL LLC

_______________________________
Jason Lyons, its Chairman

Address:

_______________________________
_______________________________
_______________________________

Telephone: _____________________

Facsimile: _____________________

Email: ________________________

[Signature Page to Common Stock Purchase Agreement.]

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

Date of Issuance: February 10, 2021

Void after: February 10, 2026

WARRANT TO PURCHASE COMMON STOCK

NEUROPATHIX, INC.

This Warrant to Purchase Common Stock of Neuropathix, Inc. (this “Warrant”), is issued to Lyons Capital LLC (and, together with its permitted successors and assigns, the “Holder”) by Neuropathix, Inc., a Delaware corporation (the “Company”). This Warrant is issued as part of a series of similar warrants (the “Warrants”) issued to the Holder.

Purchase of Shares.

Number of Shares. Subject to the terms and conditions set forth herein, in consideration for the Holder purchasing 3,500,000 shares of the Company’s common stock, pursuant to the terms and conditions as set forth in that certain Common Stock Purchase Agreement, dated as of even date herewith, by and between the Holder and the Company (the “Agreement”), the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company 1,750,000 fully paid and nonassessable shares of the Company’s common stock (the “Common Stock”).

Exercise Price. The exercise price for the shares of Common Stock issuable pursuant to Section 1(a) of this Warrant (the “Warrant Shares”) shall be $0.22 per share (the “Exercise Price”). The Warrant Shares and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof.

Exercise Period. This Warrant shall be exercisable beginning on the date of this Warrant and ending at 5:00 p.m. Eastern Standard Time on the five (5) year anniversary of the date hereof (the “Exercise Period”); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the consummation of a Change of Control. In the event of a Change of Control, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Change of Control. For the purposes hereof, a “Change of Control” shall mean (i) the direct or indirect sale or transfer, in a single transaction or a series of related transactions, by the stockholders of the Company of voting securities, in which the holders of the outstanding voting securities of the Company immediately prior to such transaction or series of transactions hold, as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such transaction or series of related transactions; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation; (iii) a reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or (iv) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s). Notwithstanding the foregoing or anything herein contained to the contrary, the following shall not be deemed to constitute a Change in Control: (A) a merger effected exclusively for the purpose of changing the domicile of the Company; or (B) a transaction or series of related transactions in which the stockholders of the Company immediately following such transaction or series of related transactions own 50% or less of the voting power of the Company if such transactions were undertaken wholly or primarily for capital raising purposes.

Method of Exercise.

While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and

the payment in cash to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased.

Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate.

As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and

in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above.

Piggyback Registration Rights. Whenever the Company proposes to register any of its securities under the Act, as amended (other than pursuant to a registration primarily for sales of securities to employees of the Company under Form S-8 or pursuant to a business combination under Form S-4), the Company will include in such registration all Warrants and Warrant Shares held by the Holder.

Warranties and Covenants of the Company.

In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that the Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrants for the consideration expressed therein, will be (i) duly and validly issued, fully paid and nonassessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof, and (iii) based in part upon the representations and warranties of the Holder in this Warrant, will be issued in compliance with all applicable federal and state securities laws.

The Company covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the Holder, at least 10 days prior to the date of such record, a notice specifying the date on which such record is to be taken for the purpose of such dividend or distribution.

Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:

Authorization. Holder represents that it has full power and authority to enter into this Warrant. This Warrant constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Purchase Entirely for Own Account. The Holder acknowledges that this Warrant is entered into by the Holder in reliance upon such Holder’s representation to the Company that the Warrant and the Warrant Shares (collectively, the “Securities”) will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in or otherwise distributing the same. By acknowledging this Warrant, the Holder further represents that the Holder does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

Disclosure of Information. The Holder acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities.

Investment Experience. The Holder acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, the Holder also represents it has not been organized solely for the purpose of acquiring the Securities.

Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Act.

Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, each Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Warrant Shares unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 6, Section 19, and:

there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Legends. It is understood that the Securities may bear the following legend, or substantially similar legends:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.”

1. Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.

Adjustment of Exercise Price and Number of Shares. The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock or Common Stock as a dividend with respect to any shares of its Common Stock, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price per Share payable hereunder, provided the aggregate Exercise Price shall remain the same.

Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Conversion of Common Stock. In the event that all outstanding shares of Common Stock are converted to any other security, this Warrant shall become exercisable for such other security.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall round up to the nearest whole share.

No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and, except as otherwise provided in this Warrant, such Holder shall not be entitled to any stockholder notice or other communication concerning the business or affairs of the Company.

Governing Law; Venue. This Warrant shall be governed by and construed under the laws of the State of Pennsylvania as applied to agreements among Pennsylvania residents, made and to be performed entirely within the State of Pennsylvania. The parties agree that any dispute arising in connection with the interpretation or validity of, or otherwise arising out of, this Warrant, will be subject to the exclusive jurisdiction of the Pennsylvania State and Federal Courts in and for Bucks County, Pennsylvania. The parties hereby agree to submit to the personal and exclusive jurisdiction and venue of such courts and agree that process may be served in the manner provided herein for the giving of notices or otherwise as allowed by applicable law. Each party hereto waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and permitted assigns.

Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at addresses set forth on the signature pages hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 14).

Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

2. Entire Agreement. This Warrant constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes any and all prior negotiations, correspondence, understandings and agreements among the parties regarding the subject matter hereof, whether oral or written.

Amendments; Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of, or a written instrument signed by (i) the Company, and (ii) Holder.

Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant.

Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.

COMPANY:

NEUROPATHIX, INC.
_______________________________
Dean Petkanas, its CEO

Address:

3805 Old Easton Road
Doylestown, PA 18902

Telephone: _____________________

Facsimile: _____________________

Email: ________________________

HOLDER:

LYONS CAPITAL LLC

_______________________________
Jason Lyons, its Chairman

Address:

_______________________________
_______________________________
_______________________________

Telephone: _____________________

Facsimile: _____________________

Email: ________________________

NOTICE OF EXERCISE

NEUROPATHIX, INC.

Attention: Corporate Secretary

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:

☐

_____________ shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith payment in cash of the Exercise Price of such Warrant Shares in full, together with all applicable transfer taxes, if any.

The undersigned hereby represents and warrants that THE Representations and Warranties in Section 6 hereof are true and correct as of the date hereof.

		HOLDER:

Date:		By:

		Address:

Name in which Warrant Shares should be registered:

Date of Issuance: February 10, 2021

Void after: February 10, 2026

WARRANT TO PURCHASE COMMON STOCK

NEUROPATHIX, INC.

Purchase of Shares.

Exercise Price. The exercise price for the shares of Common Stock issuable pursuant to Section 1(a) of this Warrant (the “Warrant Shares”) shall be $0.27 per share (the “Exercise Price”). The Warrant Shares and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof.

Method of Exercise.

the payment in cash to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased.

a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and

Warranties and Covenants of the Company.

Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:

there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

Legends. It is understood that the Securities may bear the following legend, or substantially similar legends:

Conversion of Common Stock. In the event that all outstanding shares of Common Stock are converted to any other security, this Warrant shall become exercisable for such other security.

Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

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IN WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.

COMPANY:

NEUROPATHIX, INC.

_______________________________
Dean Petkanas, its CEO

Address:

3805 Old Easton Road
Doylestown, PA 18902

Telephone: _____________________

Facsimile: _____________________

Email: ________________________

HOLDER:

LYONS CAPITAL LLC

_______________________________
Jason Lyons, its Chairman

Address:

_______________________________
_______________________________
_______________________________

Telephone: _____________________

Facsimile: _____________________

Email: ________________________

NOTICE OF EXERCISE

NEUROPATHIX, INC.

Attention: Corporate Secretary

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:

The undersigned hereby represents and warrants that THE Representations and Warranties in Section 6 hereof are true and correct as of the date hereof.

		HOLDER:

Date:		By:

		Address:

Name in which Warrant Shares should be registered: