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): March 12, 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. ☐
| 1 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2021, Neuropathix, Inc., a Delaware corporation (the “Company”), executed that certain second amendment to the Company’s 2019 Equity Incentive Plan to (i) replace all references to “Kannalife, Inc.,” the Company’s former name, to “Neuropathix, Inc.,” and (ii) increase the number of shares of Company common stock authorized for issuance thereunder from 11,250,000 to 20,000,000 shares (the “Plan Amendment”).
The Plan Amendment was approved by the Company’s Board of Directors on March 12, 2021. The Plan Amendment remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no even later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the Plan Amendment within one year, the Plan Amendment shall not be effective. A copy of the Plan Amendment is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number |
Description |
| 10.1 | Second Amendment to Neuropathix, Inc. (formerly Kannalife, Inc.) 2019 Equity Incentive Plan, effective as of March 12, 2021 |
| 2 |
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: March 17, 2021 | By: | /s/ Dean Petkanas |
| Dean Petkanas | ||
| Chief Executive Officer and Chairman | ||
| 3 |
SECOND AMENDMENT TO
KANNALIFE, INC.
2019 EQUITY INCENTIVE PLAN
WHEREAS, the Board of Directors and stockholders of Neuropathix, Inc. (fka Kannalife, Inc.) (the “Company”) adopted the Kannalife, Inc. 2019 Equity Incentive Plan (as amended to date, the “Plan”) on August 14, 2019;
WHEREAS, the Company amended its Articles of Incorporation on November 4, 2020 to change the Company’s name to Neuropathix, Inc.;
WHEREAS, pursuant to Section 4(a) of the Plan, a total of 11,500,000 shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) have been reserved for issuance under the Plan;
WHEREAS, the Company desires to amend the Plan to (i) update the Company’s name throughout and (ii) increase the number of shares of Common Stock issuable under the Plan to 20,000,000 shares, including shares previously issued thereunder; and
WHEREAS, Section 16 of the Plan permits the Company to amend the Plan from time to time, subject only to certain limitations specified therein;
NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan, subject to the approval of stockholders within one year from the date hereof, on March 12, 2021:
1. The Plan is amended to replace all references to “Kannalife, Inc.” with “Neuropathix, Inc.”
2. Section 4(a) of the Plan is hereby amended and restated to read in its entirety as follows:
(a) Shares Subject to the Plan. Subject to the provisions of Section 11 relating to adjustments upon changes in stock, the Award Shares that may be issued pursuant to Stock Awards shall not exceed in the aggregate Twenty Million (20,000,000) shares of the Company’s Common Stock. Of such amount, Twenty Million (20,000,000) Award Shares may be issued pursuant to Incentive Stock Options. In the event that (a) all or any portion of any Stock Award granted or offered under the Plan can no longer under any circumstances be exercised or otherwise become vested, or (b) any Award Shares are reacquired by the Company which were initially the subject of a Stock Award Agreement, the Award Shares allocable to the unexercised or unvested portion of such Stock Award, or the Award Shares so reacquired, shall again be available for grant or issuance under the Plan.
3. In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has executed this Second Amendment to the 2019 Equity Incentive Plan as of March 12, 2021.
| NEUROPATHIX, INC. | ||
| By: | /s/ Dean Petkanas | |
|
Name: |
Dean Petkanas |
|
| Its: | Chief Executive Officer and Chairman | |