NKPH Nika Pharmaceuticals Inc (PK)

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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 10, 2024 (April 23, 2024)

NIKA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)

colorado	000-56234	90-0292940
(State or other jurisdiction of Nika Pharmaceuticals, Inc.)	(Commission File Number)	(IRS Employer Identification No.)

2269 Merrimack Valley Avenue
Henderson, NV 89044
(Address of principal executive offices) (Zip code)

(702)-326-3615
Registrant's telephone number, including area code:

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))

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Section 2 – Financial Information

Item 2.01 Completion of Acquisition of Assets.

Effective May 9, 2024, Nika Pharmaceuticals, Inc. acquired 100% of Nika Pharmaceuticals, Ltd., a limited liability company registered in Bulgaria with UIC: 175420503. The ownership was acquired from Dimitar SlavchevSavov who is an officer, director and majority shareholder of Nika Pharmaceuticals, Inc. and general manager of Nika Pharmaceuticals, Ltd. for the nominal value of the capital of the company, 5,000 BGN. Nika Pharmaceuticals, Ltd.’s Actual State Certificate and Certificate of Registered Entriesare furnished below as Exhibits20.1 and 20.2 respectively.

With this acquisition, Nika Pharmaceuticals, Inc. becomes the owner of 99.99% in Nika Europe, Ltd. Previously, on April 29, 2024, Nika Pharmaceuticals, Ltd. made a non-monetary in-kind contribution of a production building and land to the capital of Nika Europe, Ltd. The building and land were officially valued at 3,683,800 BGN (2,045,209) USD by three independent evaluators appointed by the Bulgarian Registry Agency. A certified translation of the expertise for the valuation of the contribution in kind is furnished below as Exhibit 20.3.

Simply put, with the May 9, 2024 acquisition of Nika Pharmaceuticals, Ltd., Nika Pharmaceuticals, Inc. becomes the beneficial owner of a factory building and landvalued at 2,045,209 USD, situated in a strategic location in Sofia province, which were originally purchased and renovated by Dimitar Savov at his own personal expense.

Section 8 - Other Events

Item 8.01 Other Events.

On April 23, 2024, Nika Europe, Ltd. signed a Supply Agreement with Shanghai Marya Pharmaceutical Engineering & Project Co., Ltd. for the purchase, supply, and installation of a complete vial production line equipment adhering to Good Manufacturing Practice (GMP) standards, costing $957,670. Dimitar Savov has paid the initial down payment of $191,534 from his personal money. The equipment is scheduled to be produced, delivered, and installed in the Bulgarian production building by the end of Q4, 2024.

Item 9.01 Exhibits

(d) Exhibits

EX20.1	Nika Pharmaceuticals, Ltd. May 9, 2024 Actual State Certificate
EX20.2	Nika Pharmaceuticals, Ltd. May 9, 2024 Certificate of Registered Entries
EX20.3	Nika Europe Ltd. Expertise for the Valuation of In-kind Contribution

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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.

	NIKA PHARMACEUTICALS, INC.
Dated: May 10, 2024	By:	/s/ Dimitar SlavchevSavov
		Dimitar SlavchevSavov
		Chief Executive Officer,
		Director

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Translation from Bulgarian language

ATTENTION TO
MINISTER OF JUSTICE, REGISTRY AGENCY
EXPERTISE
for the valuation of a contribution in kind
According to Act No. 20240318194933 / 03/20/2024
OF THE REGISTRY AGENCY

1. Fantina Rangelova Rangelova, Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1000, 1A Sultan Tepe Str., e-mail: fantina_frp@abv.bg

2. Biyanka Pencheva Pandeva, region Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1680, Ovcha Kupel housing estate, 1 Frank Lloyd Wright Str., e-mail: bianka67@abv.bg

3. Lyubomir Panchev Mutafchiev, region Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1421, 59 Milin Kamak Str., e-mail: liybomir@gmail.com

I. ASSIGNMENT OF THE EXPERT VALUATION

As per the EXPERT APPOINTMENT ORDER No. 20240318194933/ 03/20.2024, in conjunction with the Order No. 20240318194933-3/ 03/27/2024, in accordance with Article 72, paragraph 2 of the Commercial Law, the Registration Officer assigns a valuation expert with the responsibility: preparation of a valuation report for a non-monetary contribution to the capital of 1. NIKA EUROPE OOD, UIC: 206925008.

importers, partners/shareholders

NIKA PHARMACEUTICALS EOOD, UIC: 175420503

Type of in-kind contribution: Title to the following real estate:

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Land with identifier 52012.71.983 (fifty two thousand and twelve point seventy one point nine hundred and eighty three), according to the cadastral map and cadastral registers, approved by order RD-18-572/ 08/16/2019 of the Executive Director of the Agency of Geodesy, Cartography and Cadaster, with the last amendment of the cadastral map and cadastral registers affecting the immovable property as of 07/06/2022, with address: Novi Han village, Elin Pelin Municipality, Sofia District, with an area of 4,464 (four thousand four hundred and sixty-four) square meters, permanent land use – agricultural, type of permanent use – for other type of manufacturing, warehouse, previous identifier – none, previous plan number 000983 (nine hundred and eighty-three), neighbors: properties with identifiers 52012.71.329 (fifty-two thousand and twelve point seventy-one point three hundred and twenty- nine), 52012.179.532 (fifty-two thousand and twelve point one hundred and seventy- nine point five hundred and thirty-two), along with the structure built on the property.

Telephone:	+359 888 122 853	Website: www. slovored2020. com
	+359 887 956 595	E-mail: office@slovored2020. com
HQ:	Office 13, 110A Bulgaria Blvd.,
	Sofia 1618, Bulgaria	Page 1 of 16

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☒

Building with identifier 52012.71.983.1 (fifty two thousand and twelve point seventy one point nine hundred and eighty three point one), on the cadastral map and cadastral registers, approved by order RD-18- 572/16.08.2019. of the Executive Director of the Agency of Geodesy, Cartography and Cadaster, with the last amendment of the cadastral map and cadastral registers affecting the immovable property from 07/06/2022, 52012.71.983 (fifty two thousand and twelve point seventy one point nine hundred and eighty three), with a building area of 1,551 (one thousand five hundred and fifty one) square meters, number of levels: 1 (one), designation: agricultural building, previous identifier – none, previous plan number – none, with the property's neighbors according to the title deed: from the east – road; from the north – road; from the west – road; from the south – property No. 000329.

II. REASONS FOR FULLFILLMENT OF THE VALUATION

This valuation is based on the grounds of article 72, paragraph 2 of the Commercial Law.

Date of the Valuation

The valuation was carried out as of 04/08/2024.

III. SOURCES OF INFORMATION

The following resources were utilized and validated to facilitate the expertise:

	1.	Appointment of Expert Witnesses # 20240318194933/20.03.2024
	2.	Nika Pharmaceuticals Ltd. is formally requesting the Registry Agency to assign experts for the valuation of a contribution in kind.
	3.	Notarized Title Deed confirming ownership of real estate through prescriptive possession, No. 140, Volume 3, Reg. No. 2931, Case 457/2005.
	4.	Notarized Title Deed of real estate transaction through purchase and sale, No. 28, Volume 7, Reg. No. 6094, Case 1131/2007.
	5.	Notarized Title Deed for ownership of immovable property No. 50, volume 2, reg. No. 944, file 190/2010.
	6.	Building permit No. 255/07.08.2009 of the municipality of Elin Pelin;
	7.	Certificate 01/ 01/07/2010 for the initiation of construction: Transformation of a pre- existing reinforced concrete structure into a manufacturing and warehousing facility dedicated to stone processing.
	8.	Plan No. 15-752815/ 07/06/2022 of landed estate with identifier 52012.71.983
	9.	Plan No. 15-752804-06.07.2022 of a building with identifier 52012.71.983.1
	10.	Inspection carried out on site: information from real estate agencies and websites

IV. CONSTRAINTS AND ASSUMPTIONS

	☒	report, along with the analyses, summaries, and conclusions encapsulated within, are grounded on the subsequent constraints:
	☒	The valuators involved in this valuation have wholly depended on data, facts, and documentation supplied by the developer and/or the proprietor of the properties under valuation. These are deemed trustworthy and have not been subjected to additional verification;
	☒	The responsibility for the information provided lies solely with the developer and/or the property owner;

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	☒	The valuators presume that the foundational information acquired is comprehensive, precise, and correct;
	☒	Valuators shall not be held accountable for any incomplete, inaccurate, or erroneous information submitted, despite their diligent efforts to verify and cross-check it;
	☒	The analyses and valuations provided in this valuation are relevant only to the specific objective outlined in the report and are not applicable beyond the context of this report;
	☒	No legal or other form of analysis of the subject matter of the valuation has been conducted in the creation of this valuation, beyond the procedures and methodology empl oyed and detailed in this document;
	☒	The information, judgments, and opinions contained in this valuation, sourced from parties other than the signatories of the report, are considered reliable but have not been independently verified;
	☒	The liability of the valuators in relation to this expert report is limited to the amount of the fee received for its preparation, in accordance with the Act appointing the valuators;
	☒	The valuators who have signed this report have no current or future interest in the subject matter of the valuation;
	☒	The valuators are not related to the principal, the owner, or the user of the object of the valuation as per § 1, item 3 of the Tax Insurance Procedure Code and have no obligations towards them.

The following requirements have been met in the preparation of this report:

	☒	Commercial Law – Article 72 and Article 73;
	☒	Independent Valuators Act;
	☒	Valid valuation standards – Bulgarian Valuation Standards /BVS/ in force since 06/01/2018;
	☒	The Code of Professional Ethics of the Chamber of Independent Valuators;

The experts who have signed this report have no present or future interest in the subject matter of the valuation.

V. EXPLANATORY MEMORANDUM

V.1. BRIEF PRESENTATION OF THE PARTIES

NIKA PHARMACEUTICALS EOOD

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The capital of the company amounts to BGN 5,000 (five thousand), split into 100 (one hundred) shares of BGN 50 (fifty) each.

NIKA EUROPE OOD

The capital of the company amounts to 500 /five hundred/, divided into 500 /five hundred/ equal shares with face value of BGN 1 /one/ each, as follows:

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	☒	Dimitar Slavchev Savov – owner of 100 /one hundred/ shares with face value BGN 1 /one/ each, for a total face value 100 /one hundred/ BGN, corresponding to 20%/twenty percent/ of the capital of the company
	☒	Nika Pharmaceuticals, Inc., with identification number 2004119512 – owner of 200 /two hundred/ shares with face value 1 /one/ BGN each, for a face value of BGN 200 /two hundred/, corresponding to 40% /forty percent/ of the company's capital
	☒	Nika Biotechnologies, Inc., with identification number NV19991213 – owner of 200 /two hundred/ shares with face value of BGN 1 /one/ each, with total face value of BGN 200 /two hundred/, corresponding to 40% /for ty percent/ of the company's capital.

V.2 CONCLUSIONS DERIVED FROM EXAMINATION, PROPRIETARY DOCUMENTS, GEOGRAPHICAL POSITION AND FACILITIES, CADASTRAL AND ZONING STATUS, DESCRIPTION OF THE SUBJECTS UNDER VALUATION

Location

The property under consideration for valuation is situated in the village of Novi Han, within the jurisdiction of the Elin Pelin municipality, in the Sofia region. and 24 km away from Sofia. The location of the property, subject to valuation, is classified as an industrial area – positioned at the entrance of the village, in close proximity to Gara Elin Pelin – a site previously occupied by a farm. The location is marked by the presence of warehouse and manufacturing structures that cater to a variety of operations. The location boasts a well-established infrastructure, inclusive of water supply, electricity, gas, and roads with long-lasting pavement. The area lacks a sewage system, with wastewater being directed into septic tanks. The area is highly accessible in terms of transportation.

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Cadastral and zoning status

LAND PROPERTY

Land property with identifier 52012.71.983 , with address: Novi Han village, Elin Pelin Municipality, Sofia District, has surface area of 4,464 square meters, permanent designation of the territory – agricultural, permanent use method – for other type of production, storage site and with the following adjacent plots: properties with identification number 52012.71.329, 52012.179.532 and streets on all three other sides.

The valuated property exhibits a rectangular layout, featuring a declivity that necessitates its division into two terraces, accessible via a ramp and staircase. The property is entirely surrounded by a metallic barrier, composed of columns and metal panels. Vertical development has been implemented – the unoccupied portion of the yard is fully cemented.

Cadastral reference

Source: https://kais.cadastre.bg/bg/Map

Land property 52012.71. 983, Sofia District, Elin Pelin Municipality, Novi Han village, type of property: private, public organizations. Type of territory: Agricultural, HTII. For miscellaneous type of manufacturing, warehouse unit, surface area of 4,464 square meters, legacy identification number: 000983, Approval Order by the Commission of Cartography and Cadaster, No. RD-18-572/16.08.2019 of the Executive Director of the Agency of Geodesy, Cartography and Cadaster.

Reference in the Zoning Plan of Elin Pelin Municipality

Source: http://www.elinpelin.org/,

According to the Zoning Plan (ZP), the plot is a zoned area and falls within the Mixed MultiUse Area.

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For the development encompassing industrial, warehouse, residential, administrative, commercial, and service structures, including workshops, industries that produce harmful emissions and have negative environmental impacts are prohibited. The construction of residential floors and dormitories for enterprise staff is permitted. The development also allows for the establishment of retail stores, food service businesses, pharmacies, medical offices, kindergartens, vocational-technical schools, and professional bases. A minimum of 20% of the land plot should be dedicated to tall tree vegetation. The development indicators for the southern properties will be determined by a Zoning Plan and must not exceed the maximum allowable values stipulated in Article 7, item (2) of Regulation No. 19 of the Ministry of Agriculture and the Ministry of Regional Development and Public Works, as well as the Elin Pelin Master Plan. The restrictions on building height do not apply to production buildings that require a greater height due to operational requirements. The maximum allowable spatial development indices are in line with Chapter 5 of Ordinance No. 7, which outlines the rules and regulations for the zoning development of individual types of territories and zoning development areas, dated 22 December 2003 (Amended in SG, issue 21, 2015)

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BUILDING

The structure identified as 52012.71.983.1, situated on land plot 52012.71.983 , serves manufacturing purposes. Initially, it functioned as a cowshed, but underwent significant remodeling and reconstruction in 2010. The construction activities were grounded on:

1. Building Permit No. 255/07.08.2009, issued by Elin Pelin Municipality;

2. Certificate 01/07.01. 2010 for commissioning of a construction site:

Transformation of a pre-existing reinforced concrete hall into a manufacturing and warehousing unit for stone processing.

The building's footprint spans 1551 sq. m, complemented by a terrace that extends across the entire western facade, covering an area of 49 sq. m. Additionally, a partial second floor, which takes up a portion of the building's internal volume, has a floor area of 134.38 sq. m. Consequently, the total floor area post-transformation will amount to 1734.38 sq. m.

Cadastral reference

Source: https://kais.cadastre.bg/bg/Map

Building 52012.71.983.1, Sofia District, Elin Pelin Municipality, Novi Han village, type of property: Private, public organizations, functional designation: Agricultural Building, number of levels: 1, built-up area of 1,551 square meters, order for approval of the Commission for Cartography and Cadaster No. RD-18-572/16.08.2019 of the EXECUTIVE DIRECTOR OF THE AGENCY OF GEODESY, CARTOGRAPHY AND CADASTER.

The construction of the manufacturing facility is modular, consisting of load-bearing pillars and beams made of reinforced concrete, with the peripheral walls being composed of assembled panels. The structure is a singular, voluminous hall. The roof is constructed from reinforced concrete roofing panels. The exteriors of the manufacturing facility are insulated, coated with plaster, and painted. The window frames are made of aluminum.

The configuration of the manufacturing facility is detailed as follows:

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	☒	A partial second level is dedicated to administrative functions, comprising individual offices, a small kitchen, and a restroom.
	☒	The core structure of the building houses two expansive, distinct areas and several smaller spaces designated for various uses such as the primary electrical panel, gas boiler, storage, restroom, etc.

Photograph of the manufacturing facility layout

The interior arrangement is characterized by:

	☒	Flooring – the main building features self-leveling antibacterial flooring, while the office area is adorned with self-leveling mosaic and terracotta flooring, and the restrooms are fitted with terracotta flooring;
	☒	Walls – finished with plaster and paint, with bathroom walls tiled;
	☒	Ceilings – painted roof panels.

The engineering infrastructure incorporates elements such as a central water supply, a sewage system that drains into a sizable septic tank, and gasification. The facility is equipped with its own transformer station boasting a capacity of 400kV. At present, heating is facilitated by air conditioners, with plans underway to install photovoltaic panels on the roof to cater to the site's electricity requirements.

A recent refurbishment involved the interior repainting of walls and ceilings.

The manufacturing facility's technical and operational status has been deemed by the valuators to be in excellent condition.

VI. EVALUATION OF THE IN-KIND CONTRIBUTION

1. Value standard

The evaluation has been compiled in adherence to the stipulations of the Bulgarian Valuation Standards (BVS), which have been in effect since 1 June 2018. These standards align with the Independent Valuators Act (IVA) and are obligatory for all independent valuators registered in the Public Register of the Bulgarian Chamber of Independent Valuators.

Definitions related to the basis of value, according to BVS:

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"Value" in the context of object/asset valuation is the monetary representation of the object's or asset's worth, as determined by an independent valuator. This valuation reflects the utility and inherent value of the object or asset for a specific purpose, at a distinct moment in time, within a particular market. It also considers any relevant circumstances that may influence the valuation process.

"Market value" encapsulates information and conditions pertaining to the potential market actualization of the item/asset under appraisal. It does not consider the unique attributes and/or benefits of an item/asset that hold value for a specific owner or buyer. Instead, it mirrors attributes and/or benefits associated with the physical, technical, technological, geographical, economic, legal, and other significant circumstances of the item/asset being appraised by the valuators.

Definitions:

Real estate – BVS is interpreted as properties located in zoned regions, along with structures and construction installations in other regions.

Land Property – a defined tract of territory, inclusive of areas perpetually submerged in water, demarcated based on ownership.

Zoned Land Property – a specific land property whose boundaries, access points from streets, roads, or alleys, designated use, and zoning regulations have been explicitly outlined in the detailed development plan.

2. Valuation method

The Comparative Method is employed, utilizing the Market Comparisons (Analogues) Method.

The comparative strategy determines value by juxtaposing the asset or object under valuation with identical or analogous assets or objects for which pricing data is accessible.

3. Conclusion

Based on the appraisal conducted by the real estate specialists, the Land Property identified as 52012.71.983 , located in the village of Novi Han, within the jurisdiction of Elin Pelin Municipality, Sofia Region, with an area of 4,464 square meters. This property is primarily used for agricultural purposes, but also serves as a site for other types of production and warehousing, together with the Building identified as 52012.71.983.1 , also situated in the village of Novi Han, under the governance of Elin Pelin Municipality, Sofia District, transforming a pre-existing reinforced concrete hall into a manufacturing and warehousing unit for stone processing, covering an area of 1,551 square meters, inclusive of a terrace built alongside the complete western facade, with surface area of 49 square meters and a partial second floor (occupying a portion of the internal building volume) with built-up area = 134,38 square meters. The total built-up area after the restructuring shall become 1734,38 square meters, property of NIKA PHARMACEUTICALS EOOD, UIC: 175420503, detailed in this expertise and as the result of expressing the Market Comparisons (Analogues) Method (please refer to the spreadsheet calculations enclosed herein below), a rounded market value has been defined, for the valuated real property, equal to:

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BGN 3,683,800 or 1,883,500 EUR

including:

FOR THE BUILDING: BGN 3,180,200
FOR THE ADJACENT TERRAIN: BGN 503,600

The valuation of the contribution in kind to the capital of NIKA EUROPE OOD, UIC: 206925008, formed from the value of the real estate offered for in-kind contribution, amounts to:

A total of BGN 3,683,800
(three million six hundred and eighty-three thousand eight hundred leva)

[Translator’s note: 3,683,800 BGN is equal to USD 2,045,209 at the date of drafting this report.]

4. Allocation of shares

In consideration of the in-kind contribution of 3,683,800 (THREE MILLION SIX HUNDRED EIGHTY THREE THOUSAND AND EIGHT HUNDRED) LEVA,

the contributing partners/shareholders NIKA PHARMACEUTICALS EOOD, UIC: 175420503 ARE ENTITLED TO A SHARE IN THE CAPITAL OF NIKA EUROPE OOD, UIC: 206925008, DISTRIBUTED AS FOLLOWS:

3,683,800 (three million six hundred and eighty three thousand and eight hundred) company shares with a face value of BGN 1 each.

368 380 (three hundred sixty eight thousand three hundred and eighty) company shares with a face value of BGN 10 each.

36,838 (thirty-six thousand eight hundred and thirty-eight) company shares with a face value of BGN 100 each.

Sofia, April, 2024 Experts: [signature – illegible]

Fantina Rangelova Rangelova

[signature – illegible]
Lyubomir Panchev Mutafchiev

Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024

Comparative Sales Method

Valuation site

Building with identifier 52012.71.983.1, located in the land plot 52012.71.983.1 has production functions. Transforming a pre-existing reinforced concrete hall into a manufacturing and storage facility for stone processing. The building has a floor area of 1,551 sq. m., a terrace built along the entire western elevation with a floor area of 49 sq. m. and a partial second floor (occupying part of the internal volume of the building) with a floor area of 134.38 sq. m. Thus, the total floor area after the reconstruction is 1734,38 sq. m., built in Land plot with identifier 52012.71.983 with an area of 4,464 sq. m., village of Novi Han, municipality of Elin Pelin, Sofia district

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Technical parameters

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[Translator’s note: 3,683,820 BGN is equal to USD 2,045,209 at the date of drafting this report.]

Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024

Comparative Sales Method

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Technical parameters

[Translator’s note: 503,620 BGN is equal to USD 279,605 at the date of drafting this report.]

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Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024

VISUAL MATERIALS

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I, the undersigned translator Kaloyan Todorov Kirilov, do certify the translation from Bulgarian to English language of the document herewith, consisting of 16 (sixteen) pages, is true and correct.

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v3.24.1.1.u2

Cover	Apr. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 23, 2024
Entity File Number	000-56234
Entity Registrant Name	NIKA PHARMACEUTICALS, INC.
Entity Central Index Key	0001145604
Entity Tax Identification Number	90-0292940
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	2269 Merrimack Valley Avenue
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89044
City Area Code	702
Local Phone Number	326-3615
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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