Current Report Filing (8-k)
19 April 2018 - 8:08PM
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 18, 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
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
18662
MacAurther Boulevard, Suite 200 in Irvine, California 92612
(ADDRESS
OF FORMER PRINCIPAL EXECUTIVE OFFICES)
34225
N. 27
th
Drive, Building 5, Suite 238 in Phoenix, Arizona 85085
(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):
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☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departures of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 17, 2018, Christ
Froese, the corporate Secretary of Corix Bioscience, Inc., a Wyoming corporation (the “Company”), submitted
her resignation to the Board of Directors. Ms. Froese will remain an employee of the Company as a “Marketing
and Administration Manager.”
Ms.
Froese has acknowledged that she had the opportunity to seek independent counsel prior to submitting her
resignation.
Ms. Froese’s resignation letter is attached as an exhibit.
On April 17, 2018, Michael Ogburn, resigned
as the Company’s Chairman of the Board of Directors and Chief Financial Officer. As stated below, the Board of Directors
consented to Mr. Ogburn continuing in his role as Chief Executive Officer with reporting duties to the Board of Directors no less
than once a week until further resolution of the Board of Directors. The Board of Directors also ratified Mr. Ogburn’s Employment
Agreement dated August 1, 2017. The Company intends on amending the Employment Agreement to reflect Mr. Ogburn’s new position
with the Company. Mr. Ogburn acknowledged that he has had the opportunity to seek independent legal advice in connection with his
resignation. Mr. Ogburn’s resignation letter is attached as an exhibit.
There are no known disputes between
the Company and Ms. Froese or Mr. Ogburn. The Board of Directors is in the process of evaluating potential successors to fill the
vacancy resulting from Mr. Ogburn’s resignation as Chairman of the Board. Once the successor is appointed under the Bylaws,
the Board of Directors shall vote on appointment of a successor Chief Financial Officer and Secretary.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On April 12, 2018, the Securities and
Exchange Commission (the “Commission”) issued an Order of Suspension of Trading (the “Order”), stating
that the “there is a lack of current and accurate information concerning the securities of [the Company] because of questions
regarding the accuracy of assertions by [the Company] . . . in current Internet postings available to investors concerning, among
other things, the [C]ompany’s assets and operations in Nevada.” The Commission suspended all trading of the Company’s
securities for a ten (10) day period pursuant to Section 12(k) of the Securities Exchange Act of 1934. The suspension period is
identified as “from 9:30 a.m. EDT on April 13, 2018 through 11:59 p.m. EDT on April 26, 2018.” As a result of the Order,
the Company has been placed on the grey sheets with the OTC Market Place.
As a result of the Order, the Company
conducted an investigation regarding representations on the Company’s website. The Company subsequently discovered that a
“Certificate of Compliance” posted on the Company’s website from the Nevada Department of Agriculture dated September
28, 2017 is not authentic. The Nevada Department of Agriculture would not comment further on the license posted on the Company’s
website. The Company has provided this information to the Commission. The Company’s investigation did not uncover the source
of the inauthentic Certificate of Compliance, but the Board of Directors will continue investigating this matter.
The Company advises that investors and
the general public should not rely on Certificate of Compliance. Further, the Company has filed a new Industrial Hemp Handler Application
with the Nevada Department of Agriculture Plant Industry Division in an attempt to receive a valid Certificate of Compliance from
the State of Nevada. It is also attached hereto as an exhibit. The Company will provide updates regarding said application as it
is received.
The Company further discloses that it
is unable to file its Annual Report on Form 10-K in part due to Mr. Ogburn’s resignation as Chief Financial Officer. Additionally,
the Company’s audit of its internal controls and procedures, as well as its financials, have not been completed in light
of the Order and the recent investigation by the Board of Directors into the Certificate of Compliance, discussed above. The Board
of Directors is in the process of filling the vacancies left by Mr. Ogburn’s resignation, and once filled, the Company intends
on filing its Annual Report on Form 10-K as soon as practicable under the circumstances.
The Board of Directors voted on certain
measures following special telephonic meetings on April 17, 2018 and April 18, 2018. In addition to accepting the resignations
of Mr. Ogburn and Mrs. Froese, as set forth above, the Board of Directors consented to a special telephonic meeting every Wednesday
at 3:00 p.m. EST until further notice, as a way to improve its internal controls and procedures. In addition, the Board of Directors
voted to stay any pending Stock Exchange Agreements or proposed offerings or sale of stock, i.e. the previously disclosed Stock
Exchange Agreement with OG Group, LLC, or any other corporate matter, except for any reporting obligations of the Company under
the Securities Exchange Act of 1934, until the appointment of a Chairman of the Board and Chief Financial Officer is named to fill
the vacancy left by Mr. Ogburn, and until the filing of the Company’s Form 10-K.
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
Dated:
April 18, 2018
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