Current Report Filing (8-k)
September 18 2019 - 3:16PM
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 (Date of earliest event reported): September 18, 2019
GSRX
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-141929
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14-1982491
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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Building
No. 3, P.E. 606, int. Jose Efron Ave.
Dorado,
Puerto Rico 00646
(Address
of principal executive offices) (Zip Code)
(214)
808-8649
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copy
to:
Darrin
M. Ocasio, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 37th Floor
New
York, New York 10036
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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
communications 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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mart 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
5.01 Change in Control of Registrant.
On
August 12, 2019, Chemesis International Inc., a British Columbia corporation (“Chemesis”) entered into nine (9) separate
share exchange agreements with certain shareholders of GSRX Industries Inc., a Nevada corporation (the “Company”),
including all the Company’s officers and directors, to exchange the Company capital stock owned by such individuals in exchange
for common shares of Chemesis. The agreements were subject to Chemesis’ due diligence. The agreements closed on August 28,
2019. As a result, Chemesis now owns approximately 66% of the Company’s capital stock and as such these transactions constitute
a “change in control” with Chemesis becoming the new “control person”. A form of the share exchange agreements
is attached hereto as Exhibit 10.1 and incorporated by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
August 28, 2019, the Company’s Board of Directors (the “Board”) increased the size of the Board from four to
five and appointed Mr. Aman Parmar to fill the vacancy caused by such increase. Mr. Parmar has served as a director of Chemesis
since July 2018. Previously, Mr. Parmar was a director of Isodiol International Inc. From May 2017 through November 2018 and a
director of Vanc Pharmaceutical Inc. From December 2014 through December 2015. Additionally, Mr. Parmar has served as the General
Manager of Haraman Development Inc. since February 2011.
On
August 28, 2019, Mr. Harlan Ribnik and Mr. Steven Farkas resigned as Directors of the Company and the Company appointed Messrs.
Mike Aujla and Edgar Montero to fill the vacancies caused by the resignations of Messrs. Ribnik and Farkas.
Mr.
Montero has served as the Chief Executive Officer of Chemesis since July 2018. For the past five years Mr. Montero has also been
the Chief Executive Officer of Natural Ventures, where he has been heavily immersed in the initiation of the medical cannabis
industry in Puerto Rico.
Mr.
Aujla joined the board of directors of Chemesis International Inc. in July 2018. He is a founding partner of Hunter West Legal
Recruitment (“HWLR”) and has worked at HWLR since its inception in October 2017. Prior to working at HWLR, Mr. Aujla
was working on a property development project from April 2016 until December 2017, a period during which he was required to observe
his non-compete from the legal recruitment industry. Prior to starting the property development project, Mr. Aujla was a Client
Partner at ZSA Legal Recruitment and worked there from May 2011 until October 2016.
Item
9.01 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.
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GSRX
INDUSTRIES INC.
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Dated:
September 18, 2019
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By:
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/s/
Thomas Gingerich
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Name:
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Thomas
Gingerich
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Title:
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Chief
Financial Officer
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GSRX Industries (CE) (USOTC:GSRX)
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