8-K

U.S. 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 27, 2019

Cannapharmarx, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware	000-27055	24-4635140
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID No.)

3600

888-3rd Street SW

Calgary, Alberta, Canada T2P5C5

(Address of principal executive offices)

(949) 652-6838

(Issuer’s 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:

☐   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
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

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 1.01 Entry into a Material Definitive Agreement

On or about June 11, 2019, we reported that we, along with a wholly owned subsidiary of our Company, entered into a Securities Purchase Agreement with Sunniva, Inc, a British Columbia, Canada corporation (“Sunniva”) wherein we have agreed to acquire all of the issued and outstanding securities of Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc. and 1167025 B.C. LTD.

On October 2, 2019, we entered into an amendment to the agreement with Sunniva, (the “Amendment”). The material terms of the Amendment are included in that certain Press Release and the Amendment was published in a prior Form 8-K filed on October 3, 2019.

On November 27, 2019, we entered into a further amendment to the agreement with Sunniva, (the “Second Amendment”). The material terms of the Second Amendment are included in that certain Press Release attached hereto and incorporated herein as if set forth as Exhibit 99.6. The Amendment is attached hereto and incorporated herein as if set forth in Exhibit 10.5.

Item 7.01 Regulation FD Disclosure

Attached is a copy of a press release being issued by Sunniva Inc. relating to an extension of the time to close our acquisition of Sunniva Medical, Inc., a copy of which is attached as Exhibit 99.6 and is hereby incorporated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
10.5	Amendment to Securities Purchase Agreement with Sunniva Inc.
99.6	Press Release of Sunniva Inc Announcing amended terms of sale of Sunniva Medical, Inc. to us.

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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.

Dated: February 7, 2020	CANNAPHARMARX, INC.
	By:	/s/ Dominic Colvin
		Chief Executive Officer

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EX-10.5

Exhibit 10.5

AMENDING AGREEMENT NO. 2 TO SHARE PURCHASE AGREEMENT

This Amending Agreement No. 2 to the Share Purchase Agreement is dated November 27, 2019 (the “Amending Agreement No. 2”) by and among CannaPharmaRx Canada Corp. (the “Purchaser”), CannaPharmaRx, Inc. (the “Purchaser Parent”) and Sunniva Inc. (the “Vendor”).

WHEREAS, the Purchaser, the Purchaser Parent and the Vendor entered into the Share Purchase Agreement dated June 11, 2019, as amended by an amending agreement entered into between such parties dated October 2, 2019 (as so amended, the “Purchase Agreement”);

AND, WHEREAS, the Parties wish to enter into this Amending Agreement to amend and supplement the Purchase Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each Party), the Parties agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Defined Terms.

In this Amending Agreement and the recitals hereto, unless otherwise defined, capitalized terms shall have the meaning given to them in the Purchase Agreement.

ARTICLE 2

AMENDMENT TO PURCHASE AGREEMENT

Section 2.1 Payment of Purchase Price.

Section 2.3 of the Purchase Agreement is hereby deleted and replaced with the following language:

“Section 2.3 Payment of Purchase Price.

The Purchase Price shall be paid and satisfied as follows:

(a) as to $1,206,418.31 (the “Deposit Amount”), by payment of the Deposit Amount in one or more installments by the Purchaser to the Vendor, such Deposit Amount to be a non- refundable deposit against the Purchase Price;

(b) unless the transaction contemplated by this Agreement shall be completed before payment of such amount, by payment of $700,000 (the “Extension Amount”) by the Purchaser to the Vendor on or before October 10, 2019, such Extension Amount to be a non-refundable deposit against the Purchase Price;

(c) as to an amount equal to $4,000,000, by the Purchaser issuing to the Vendor on the Closing Date a promissory note in the principal amount of $4,000,000 (the “Promissory Note”), which note shall mature and be due and payable on the twelve-month anniversary of the Closing Date (provided that the Purchaser will pay to the Vendor all proceeds of any financing or of any sale of debt or equity securities of the Purchaser received by the Purchaser at any time prior to repayment in full of all amounts owing under the Promissory Note, net of reasonable expenses incurred in connection therewith, within three Business Days of receipt of such proceeds) bearing interest at a rate of 10% per annum for the period from the Closing Date to the maturity date of such Promissory Note and at a rate of 20% per annum from and after such maturity date, the principal and interest of which shall be

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exchangeable at any time and from time to time, at the option of the holder, in whole or in part, for publicly tradable voting common shares of the Purchaser Parent (the “Purchaser Parent Shares”) based on the volume-weighted average trading price of the Purchaser Parent Shares on the OTCQX for the five trading days prior to the Closing Date, the obligations of the Purchaser pursuant to the Promissory Notes being secured by joint and several unconditional guarantees of the Purchaser Parent and Dominic Colvin (each a “Note Guarantee”), of which the Note Guarantee of the Purchaser Parent will also guarantee delivery to the holder of the Promissory Notes of any Purchaser Parent Shares issuable pursuant thereto; and

(d) an amount equal to $14,793,581.69 less the sum of (i) if and to the extent that such amount is paid to the Purchaser in accordance with clause (b) above, the Extension Amount and (ii) the estimated Closing Indebtedness set out in the Estimated Closing Indebtedness Statement (as defined below), by payment of such amount by the Purchaser to the Vendor on the Closing Date.

All payments under this Section 2.3 will be made by certified cheque, bank draft or wire transfer of immediately available funds.”

Section 2.2 Extension of Outside Date.

Section 10.1(b)(ii) of the Purchase Agreement is hereby deleted and replaced with the following language:

“(ii) if any of the items set forth in Section 8.1 have not been delivered or waived on or prior to December 20, 2019 (the “Outside Date”), or it becomes reasonably apparent that any of such deliveries will not be satisfied on or before the Outside Date (other than as result of the failure of the Purchaser to perform any of its obligations under this Agreement) and the Purchaser has not waived such conditions in writing on or prior to the Outside Date.”

ARTICLE 3

MISCELLANEOUS

Section 3.1 Time of the Essence.

Time is of the essence in this Amending Agreement.

Section 3.2 Amendments.

This Amending Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Purchaser and the Vendor.

Section 3.3 Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively carry out the intent of this Amending Agreement.

Section 3.4 Purchase Agreement Remains in Force.

Except as hereby amended and supplemented by this Amending Agreement, the Purchase Agreement remains in full force and effect.

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Section 3.5 Successors and Assigns.

(1) This Amending Agreement becomes effective only when executed by all of the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

(2) Neither this Amending Agreement nor any of the rights or obligations under this Amending Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

Section 3.6 Severability.

If any provision of this Amending Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Amending Agreement, and the remaining provisions will remain in full force and effect.

Section 3.7 Entire Agreement.

The Purchase Agreement, as amended by this Amending Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by the Purchase Agreement and this Amending Agreement and, as so amended, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof and thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of the Purchase Agreement and this Amending Agreement, except as specifically set forth in the Purchase Agreement and this Amending Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Amending Agreement and completing the transactions contemplated by the Purchase Agreement or this Amending Agreement.

Section 3.8 Governing Law.

(1) This Amending Agreement is governed by and will be interpreted and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of British Columbia situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

Section 3.9 Counterparts.

This Amending Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Amending Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Amending Agreement as of the date first set forth above.

CANNAPHARMARX CANADA CORP.

By: /s/ Dominic Colvin                 

Name: Dominic Colvin

Title: President and CEO

CANNAPHARMRX, INC.

By: /s/ Dominic Colvin               

Name: Dominic Colvin

Title: President and CEO

[SIGNATURE PAGE TO AMENDING AGREEMENT]

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SUNNIVA, INC.

By: /s/ Anthony Holler                 

Name: Anthony Holler

Title: Chief Executive Officer

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EX-99.6

Exhibit 99.6

November 28, 2019

 

Sunniva Inc. And CannaPharmaRx, Inc. Announce Extension To Outside Date Of Share Purchase Agreement For Sale Of Sunniva Medical Inc.

KELOWNA, British Columbia and VANCOUVER, British Columbia, Nov. 28, 2019 /CNW/ -- Sunniva Inc. ("Sunniva", the "Company", "we", "our" or "us") (CSE:SNN, OTCQB:SNNVF) and CannaPharmaRx Canada Corp. ("CannaPharmaRx"), a subsidiary of CannaPharmaRx, Inc. (OTC Pink: CPMD) today jointly announce that they are extending the outside date of the Share Purchase Agreement previously announced on June 11, 2019 with respect to the sale of the shares of Sunniva Medical Inc. ("SMI") to CannaPharmaRx (the "SMI Transaction") until December 20, 2019. The terms of the SMI Transaction, as amended on October 2, 2019, otherwise remain unchanged, with the purchase price to be satisfied by way of CAD $16.0 million in cash (less outstanding indebtedness of SMI at closing) and CAD $4.0 million by way of a promissory note of CannaPharmaRx (the "CPMD Note"). The Company and CannaPharmaRx continue to work as expeditiously as possible to complete the transaction on or prior to the amended outside date.

SMI owns the Sunniva Canada Campus, which includes construction assets for a planned 759,000 square-foot greenhouse located on an approximately 114-acre property in Okanagan Falls, British Columbia.

For more information about the Company please visit:www.sunniva.com.

To be added to the Sunniva email distribution list please register at www.sunniva.com/email-alerts. For more information on CannaPharmaRx please visitwww.CannaPharmaRx.com.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Sunniva Inc.

Sunniva, through its subsidiaries, is building a vertically integrated cannabis company operating in two of the world's largest legal cannabis markets – California and Canada. In Canada, Sunniva's wholly owned subsidiary Natural Health Services Ltd. operates medical cannabis clinics that provide educational and clinical services to patients. In California, Sunniva is constructing a 325,000 square-foot, purpose-built cGMP designed greenhouse for cannabis cultivation and operates a fully licensed cannabis extraction facility, in-house marketing and licensed cannabis distribution businesses.

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About CannaPharmaRx, Inc.

CannaPharmaRx is focused on the acquisition and development of state-of-the-art cannabis grow facilities located in Canada. CannaPharmaRx recently completed an initial acquisition of a 48,500 square-foot cannabis grow facility presently under development and is currently in discussion with other companies regarding potential acquisitions or business combinations. CannaPharmaRx's business strategy is to become a leader in high quality and low-cost production of cannabis in Canada through the development, acquisition and enhancement of existing facilities.

CannaPharmaRx is presently targeting acquisitions of companies in the final stages of obtaining cannabis licensee applications or those which are nearing revenue generation. CannaPharmaRx is committed to operating high quality facilities utilizing the latest technology in combined heat and power generation to ensure being a low-cost producer of cannabis.

Cautionary Note Regarding Forward-Looking Information or Statements (with respect to Sunniva)

This press release contains forward-looking information or statements. All statements that are or information which is not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, , expectations or beliefs of future performance, statements regarding Sunniva's operations and growth opportunities and the completion of the SMI Transaction are "forward-looking information or statements". Forward-looking information or statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. With respect to forward-looking information and statements contained herein, Sunniva has made numerous assumptions including, among other things, assumptions about general business and economic conditions. Such forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking information or statements. Such risks and uncertainties include, among others, the risk factors included in Sunniva's continuous disclosure documents available on www.sedar.com. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking information or statements. Although Sunniva has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking information or statements. Sunniva assumes no obligation to update any forward-looking information or statements, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.

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Safe Harbor Statement (with respect to CannaPharmaRx)

This press release may contain forward looking statements vis-à-vis CannaPharmaRx which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues and any payment of dividends on its common and preferred stock, statements related to its financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by CannaPharmaRx with the U.S. Securities and Exchange Commission (the "SEC"). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in CannaPharmaRx's filings with the SEC. Among other matters, CannaPharmaRx may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to, general stock market conditions. Reference is hereby made to cautionary statements set forth in CannaPharmaRx's most recent SEC filings. CannaPharmaRx has incurred and will continue to incur significant expenses in its expansion of its existing and new service lines, noting there is no assurance that CannaPharmaRx will generate enough revenues to offset those costs in both the near and long term. Additional service offerings may expose CannaPharmaRx to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations where it will be providing services, the impact of which cannot be predicted at this time.

Company Contacts:

Sunniva Inc.	CannaPharmaRx, Inc.
Dr. Anthony Holler	Attention: info@CannaPharmaRx.com
Chairman and Chief Executive Officer	Investor Relations
Phone: (866) 786-6482	Phone: (949) 652-6838
Sunniva Investor Relations Contact:
Rob Knowles
VP Corporate Development
Phone: (587) 430-0680
Email: rknowles@Sunniva.com

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SOURCE Sunniva Inc.

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