Amended Current Report Filing (8-k/a)
June 25 2018 - 12:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED
:
October 16, 2017
DATE OF REPORT
: October 24, 2017
DATE OF FIRST AMENDMENT
: June
15, 2018
DATE OF SECOND AMENDMENT
: June
25, 2018
CORIX
BIOSCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
|
|
|
|
Wyoming
|
|
333-150548
|
|
75-3265854
|
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
|
|
(COMMISSION FILE NO.)
|
|
(IRS EMPLOYEE IDENTIFICATION NO.)
|
|
|
|
|
|
16772
West Bell Road, Suite 110-471 in Surprise, Arizona 85374
|
|
18662
MacAurther Boulevard, Suite 200 in Irvine, California 92612
|
|
34225
N. 27
th
Drive, Building 5, Suite 238 in Phoenix, Arizona 85085
|
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
|
(ADDRESS
OF FORMER PRINCIPAL EXECUTIVE OFFICES)
|
|
(ADDRESS
OF FORMER PRINCIPAL EXECUTIVE OFFICES)
|
(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):
☐
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
☒
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.
☒
Explanatory Note
On June 15,
2018, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) filed an Amended Current Report on Form 8-K/A to
disclose the sale of Pharmaceutical Development Company (Pty), Ltd., and the terms of the sale. As of the filing of the June 15,
2018 Form 8-K/A, the sale of Pharmaceutical Development Company (Pty), Ltd., had not closed, as the Company was awaiting the transfer
of additional consideration.
On June
19, 2018, the Company received confirmation that it had been issued 11,400,000 shares of common stock in Kaneh Bosm
Biotechnology, Inc., (trading symbol CSE:KBB, referred to herein as “KBB”) which constituted the remainder of the
consideration for the sale of Pharmaceutical Development Company (Pty), Ltd. The Company files this Second Amended to Form
8-K to disclose the closing of the sale of Pharmaceutical Development Company (Pty), Ltd.
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Acquisition of Pharmaceutical Development Company (Pty),
Ltd.
On November 6, 2017,
Corix Bioscience, Inc., a Wyoming corporation (the “Company”), and David Lamont Manaway and Juhuru Holdings, Ltd. (collectively,
the “Selling Shareholders”), closed on their Agreement for Sale of Shares of Pharmaceutical Development Company (Pty),
Ltd., a company incorporated under the laws of the Kingdom of Lesotho (“PDC”). The transaction had been approved by
the Board of Directors on October 30, 2017. In consideration for the issuance of 1,300,000 shares of restricted common stock in
the Company and $200,000, the Company acquired 1,000 shares of common stock from the Selling Shareholders resulting in PDC being
a wholly-owned subsidiary of the Company. The shares were issued to the Selling Shareholders, or their designees under the Agreement
for Sale of Shares, as follows: (a) Sentinelle Global Investments (Pty) Ltd. (544,380 shares), (b) David Lamont Manaway (294,728
shares), (c) Clifford Elphick (263,250 shares) and (d) Maria Elisabeth Findt (197,642 shares).
There is no material
relationship between the Company, and PDC or the Selling Shareholders, or their respective designees. Our Chairman of the Board
– Michael Ogburn, shall be the registered director of PDC in the Lesotho; however, pursuant to the Company’s Bylaws,
the Board of Directors shall make any and all business decisions associated with PDC. The reader is directed to the exhibits for
the executed version of the Agreement for Sale of Shares.
Consulting Agreement (Cheelegal (Pty)
Ltd.)
On November 1, 2017,
the Company entered into a Consulting Agreement with Cheelegal (Pty), Ltd., a South African corporation (“Cheelegal”)
to advise it on the above-referenced transaction with the Selling Shareholders and PDC, and on other potentially similar opportunities.
The term of the Consulting Agreement is for six months. Cheelegal is to be issued 700,000 shares of restricted common stock in
the Company by or before November 16, 2017. The Company anticipates that these shares will be timely issued. If not, the Company
will amend this disclosure on Form 8-K accordingly. There is no material relationship between the Company and Cheelegal, or their
respective control persons. The reader is directed to the exhibits for the executed version of the Agreement.
Consulting Agreement (Firm Trench
Capital (Pty), Ltd.)
On October 31, 2017,
the Company entered into a Consulting Agreement with Firm Trench Capital (Pty), Ltd., a company incorporated in South Africa doing
business in Rivonia, Sandton (“Firm Trench”). Similar to Cheelegal, Firm Trench provided general business advisory
services on the above-referenced transaction with the Selling Shareholders and PDC, and on other potentially similar opportunities.
The term of the Consulting Agreement is for six months. Firm Trench was issued 700,000 shares of restricted common stock in the
Company on November 17, 2017. There is no material relationship between the Company and Firm Trench, or their respective control
persons. The reader is directed to the exhibits for the executed version of the Agreement.
Consulting Agreement (Hermosa Capital
Management, Inc.)
On October 31, 2017,
the Company entered into a Consulting Agreement with Hermosa Capital Management, Inc., a California corporation (“Hermosa”)
for Hermosa to provide general business advisory services outside of the facilitation of the sale of securities, i.e. general business
advisory services, due diligence services and merger research. The term of the Consulting Agreement is for six months commencing
on November 1, 2017. Hermosa was issued 700,000 shares of restricted common stock in the Company on November 7, 2017. There is
no material relationship between the Company and Hermosa, or their respective control persons. The reader is directed to the exhibits
for the executed version of the Agreement.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition
or Disposition of Assets.
On May 23, 2018,
the Company entered into a Share Purchase Agreement with 2635835 Ontario, Inc., an Ontario corporation (“Ontario”),
for the sale of PDC. Pursuant to the Share Purchase Agreement, the Company sold its entire holdings in PDC, or one hundred percent
(100%) of PDC’s issued and outstanding stock to Ontario. The purchase price under the Share Purchase Agreement is $7,000,000
CAD (Canadian dollars). Payment of the purchase price is being made as follows: $1,300,000 in cash (CAD) and $5,700,000 in public
shares of KBB. The cash component
of the closing was completed on June 5, 2018.
On June
12, 2018, the Company received 11,400,000 shares of KBB common stock (the “KBB Stock”), which constituted
stock valued at $5,700,000. The Company did not receive confirmation of the shares being registered in the Company’s
name until June 19, 2018. The Share Purchase Agreement called for the KBB Stock to be free trading, i.e. registered with
the appropriate United States or Canadian securities agencies. However, due to timing issues, the KBB Stock has been issued
as restricted until registration or exemption under the applicable rules and regulations of Canadian provincial law,
and consistent with the rules and regulations of the Canadian Stock Exchange. The Company is currently negotiating with
agents of KBB to register the KBB Stock. Absent registration, KBB has advised the Board of Directors for the Company that the
KBB Stock will be free-trading under a six-month exemption on December 12, 2018 since the issuance was made in reliance on
Regulation S under the applicable provincial law. The Company considers the sale of PDC finalized and closed as of June 19,
2018.
There were no known
material relationships between the Company and Ontario prior to the execution of the Share Purchase Agreement. A copy of the Share
Purchase Agreement is attached hereto as an exhibit.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
The Company issued
a press release regarding the acquisition of PDC on November 7, 2017.
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/
Brian Werner
Name: Brian Werner
Title: Director
By:
/s/
Ken Hedrick
Name: Ken Hedrick
Title: Director
Dated: June 25, 2018
Corix Bioscience (CE) (USOTC:CXBS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Corix Bioscience (CE) (USOTC:CXBS)
Historical Stock Chart
From Sep 2023 to Sep 2024