8-K

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 2, 2020

CANNABICS PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Nevada	333-192759	20-3373669
(State of incorporation)	(Commission File Number)	(IRS Employer No.)

#3 Bethesda Metro Center

Suite 700

Bethesda, Md 20814

(Address of principal executive offices and Zip Code)

877 424-2429

(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))

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 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 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On September 2^nd, 2020, the Board of Directors dismissed Itamar Borochov as Director and Chairman effective immediately.

ITEM 9.01 – EXHIBITS.

Exhibit	Description
10.1	Board of Directors Resolution Dismissing Itamar Borochov
10.2	Shareholders Resolution Dismissing Itamar Borochov

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: September 2nd, 2020	CANNABICS PHARMACEUTICALS, INC.
	By:	/s/ Eyal Barad
	Name:	Eyal Barad
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

THE BOARD OF DIRECTORS

OF

CANNABICS PHARMACEUTICALS INC.

The following is a true copy of the resolution duly adopted at this Special Meeting of the Corporation, held in Tel Aviv, Israel this 2^nd day of September, 2020;

The Board of Directors which was present for this meeting & took active part therein was:

Eyal Barad

Gabriel Yariv

Gil Feiler, as observer

WHEREAS there has been discussion amongst the Board members regarding the stability of the Company, and in particular the uncooperative behavior of Itamar Borochov,

NOW THEREFORE BE IT RESOLVED that the Directors, having considered this matter, and having opened the floor to all those who voice a preference in the issue, the Board has overwhelmingly decided and RESOLVED that:

Itamar Borochov is removed as a Director and Chairman of the Board, effective immediately.

Said Motion is hereby passed and the corporate books, records and the Company shall file this Resolution in the corporate records.

Dated: 2^nd September, 2020

_____________________

David E. Price, Esq., Corp Secretary

EX-10.2

Exhibit 10.2

RESOLUTION OF THE SHAREHOLDERS

OF

CANNABICS PHARMACEUTICALS INC.

The following is a true copy of the resolution duly adopted by the Board of the Majority Shareholder of the Corporation at a special meeting, notice to this meeting having been waived, held this 2^nd day of September, 2020;

WHEREAS there has been presented to and considered by this meeting a Motion from the Board of Directors to remove a Board Member at this time;

NOW THEREFORE BE IT RESOLVED that Cannabics Inc., the majority shareholder of the Company, has considered the Board’s decision and has overwhelmingly decided and RESOLVED:

That Itamar Borochov is hereby removed as Director and Chairman, effective immediately.

Said Motion is hereby passed and the corporate books, records and the Company shall file this Resolution in the corporate records.

Dated: 2^nd September, 2020

/s/ Eyal Barad                         

Eyal Barad

/s/ Gabriel Yariv                     

Gabriel Yariv

on behalf of Cannabics, Inc., Majority Shareholders