Current Report Filing (8-k)
April 24 2018 - 6:09AM
Edgar (US Regulatory)
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: April 20, 2018
Corix
Bioscience, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Wyoming
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333-150548
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75-3265854
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(STATE
OR OTHER JURISDICTION
OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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16772
West Bell Road, Suite 110-471 in Surprise, Arizona 85374
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18662
MacAurther Boulevard, Suite 200 in Irvine, California 92612
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34225
N. 27
th
Drive, Building 5, Suite 238 in Phoenix, Arizona 85085
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(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
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(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
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(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
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(623)
551-5808
(ISSUER
TELEPHONE NUMBER)
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):
☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☒
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. ☒
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
April 20, 2018, pursuant to written approval from the Board of Directors, Corix Bioscience, Inc. (the “Company”) entered
into a Stock Purchase Agreement with Danny Berry, an individual and accredited investor, for the sale of 333,334 shares of restricted
common stock in the Company for $100,000. The Purchaser disclosed, amongst other things, that he discussed the terms and conditions
of the investment in the shares of common stock with management of CXBS and obtained any additional information regarding the
investment or CXBS, including the Order of Suspension of Trading issued by the SEC on April 12, 2018 (File No. 500-1). The Stock
Purchase Agreement is attached hereto as an exhibit. The sale was approved notwithstanding the Board of Directors’ consent
resolutions dated April 19, 2018 staying all matters pending before them associated with any Stock Exchange Agreements or proposed
offerings or sale of stock or any other corporate matter, as of April 19, 2018, until the appointment of a Chairman of the Board
and Chief Financial Officer is named to fill the vacancy left by Mr. Ogburn. The Board of Directors resolved that it was in the
best interests of the Company to close the Stock Purchase Agreement and to ratify its earlier resolution regarding the stay of
any proposed offerings or sale of stock pending prior to April 19, 2018.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 – Unregistered Sales of Equity Securities
The
Company shall issue the shares of restricted common stock to Mr. Berry under the Stock Purchase Agreement based on his representation
that the shares are for investment in his account, and not with a view to the resale or distribution of any part thereof, unless
otherwise allowed for under the Act or any application exemption to registration. The Company believed that Section 4(a)(2) and
Section 4(a)(5) were available to sell these shares to Mr. Berry since he has represented to be an “accredited investor”
in an Accredited Investor Questionnaire on record with the Company, and he is able to evaluate the risks and merits of the investment,
and was able to bear the investment’s economic risks. As a result of the Company being a reporting company with the United
States Securities and Exchange Commission, the Company believed that Mr. Berry had access to the type of information normally
provided in a prospectus for a registered securities offering, and he has agreed not to resell or distribute the issued shares
to the public.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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.
Corix
Bioscience, Inc.
By:
/s/
Michael Ogburn
Name:
Michael Ogburn
Title: Chief
Executive Officer and President
Per
Direction of Board of Directors
Dated:
April 23, 2018
Corix Bioscience (CE) (USOTC:CXBS)
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