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): November 20, 2024

 _____________________

 

CannaPharmaRX, Inc.

(Exact name of registrant as specified in its charter)

 _____________________

 

Delaware

333-251016

27-4635140

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

Suite 3600, 888—3rd Street SW

Calgary, Alberta, Canada T2P 5C5

(Address of principal executive offices, including zip code)

 

(949) 652-6838

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

☐

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

Common Stock, par value $0.0001 per share

 

CPMD

 

OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 4.01 Change in Registrant’s Certifying Accountant. 

 

(a) Resignation of Previous Independent Registered Public Accounting Firm

 

On Thursday November 14, 2024, CannaPharmaRX, Inc.’s (the “Company”, “we”, “us”, “our”) auditor, GreenGrowth CPAs (“GreenGrowth”) resigned from their engagement as our auditor effective November 14, 2024. GreenGrowth has served as our independent registered public accounting firm since 2023.

 

Since our engagement with GreenGorwth,

 

 

(i)

there were no disagreements between the Company and GreenGrowth on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to GreenGrowth’s satisfaction, would have caused GreenGrowth to make reference in connection with its opinion to the subject matter of the disagreement, and

 

(ii)

there were no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The report of GreenGrowth to our financial statements for fiscal year ending December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle. The report had been prepared assuming that we would continue as a going concern and included an explanatory paragraph regarding our ability to continue as a going concern as result of recurring loses from operations, a significant accumulated deficit and consistent negative cash flows.

 

We have provided GreenGrowth with a copy of the foregoing disclosures we are making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices, that GreenGrowth furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. Attached as Exhibit 9.01 is a copy of GreenGrowth’s letter, dated November 14, 2024 stating that it agrees with such statements.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

We are currently obtaining quotes for the engagement of a new auditor and will file a subsequent Form 8-K filing when such an auditor has been engaged.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit Number

 

Description

 

 

 

9.01

 

Letter from GreenGrowth CPAs, dated November 20, 2024

 

 
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.

 

 

CANNAPHARMARX, INC.

 

 

November 20, 2024

By:

/s/ Rick Orman

 

 

Name:

Rick Orman

 

 

Title:

Chairman

 

 

 
3

 

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Cover
Nov. 20, 2024
Cover [Abstract]  
Entity Registrant Name CannaPharmaRX, Inc.
Entity Central Index Key 0001081938
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Nov. 20, 2024
Entity Ex Transition Period false
Entity File Number 333-251016
Entity Incorporation State Country Code DE
Entity Tax Identification Number 27-4635140
Entity Address Address Line 1 Suite 3600
Entity Address Address Line 2 888—3rd Street SW
Entity Address City Or Town Calgary
Entity Address State Or Province AB
Entity Address Country CA
Entity Address Postal Zip Code T2P 5C5
City Area Code 949
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 652-6838
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol CPMD
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