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): April 5, 2018
VITALITY BIOPHARMA, INC
(Exact name of registrant as specified in its charter)
| Nevada | 000-53832 | 75-3268988 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
1901 Avenue of the Stars, 2nd Floor Los Angeles, California |
90067 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (530) 231-7800
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 (see General Instruction A.2. below):
| [ ] | 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)) |
| Item 8.01 | Other Events. |
On April 5, 2018, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the pending formation of a Canadian wholly-owned subsidiary to be named Vitality Genetics, Ltd. (the “Press Release”).
The foregoing description of the Press Release does not purport to be complete and is qualified in its entirety by reference to the full text of the document. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.
The information set forth under Item 8.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Portions of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| 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.
| VITALITY BIOPHARMA, INC. | ||
| Dated: April 5, 2018 | By: | /s/ Robert Brooke |
| Name: | Robert Brooke | |
| Title: | Chief Executive Officer | |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated April 5, 2018 |
| 4 |
Exhibit 99.1
Vitality Biopharma Launches Canadian Subsidiary Focused on Cannabinoid Genetics R&D
-Wholly-owned subsidiary to enable access to best available cannabinoid compounds in a federally-compliant manner and facilitate key collaborative research programs
LOS ANGELES, CA – (MARKETWIRED – April 5, 2018) — Vitality Biopharma, Inc. (OTCQB: VBIO) (“Vitality” or the “Company”) a corporation dedicated to the development of cannabinoid prodrug pharmaceuticals, and to unlocking the power of cannabinoids for the treatment of serious neurological and inflammatory disorders, today announced the pending formation of a wholly-owned Canadian subsidiary, Vitality Genetics, Ltd., which will focus on and enable the performance of a wide variety of cannabinoid genetics research and development programs.
Vitality Biopharma’s current operations are in California where it develops cannabinoid pharmaceuticals in a federally-compliant manner, after having received approvals from the California Dept. of Justice and the Drug Enforcement Administration. The Company is now planning limited operations in Canada in order to benefit from Health Canada regulations regarding medical cannabis and the federal commitment to nationwide approval for adult use of cannabis.
Cannabinoid products are being used by independent researchers around the world to treat a wide variety of medical conditions, including opiate reduction, epilepsy, inflammatory bowel disease (IBD), irritable bowel syndrome (IBS), and autism. Yet in the United States it remains tremendously difficult for researchers in industry and at major medical universities to access and study the therapeutic effects of some of the potentially most important medical cannabis strains and products. Through an existing research business unit in the U.S., Vitality has already established accounts with many major research institutions across the country and will seek to leverage these customer relationships in order to ensure that research on high-quality cannabinoid products can be conducted in full compliance with federal requirements.
In addition, the Company plans to utilize the new subsidiary to conduct research relevant to Vitality’s ongoing therapeutics development programs in collaboration with leading Canadian researchers and companies, which will be streamlined due to clear regulations in place at the federal level by Health Canada. This work may include studies of the bioavailability of cannabinoid products, the role of the gut microbiome, and a diverse array of cannabinoid research projects at the intersection of plant, microbial, and human health.
“We are excited to form Vitality Genetics, and to take these important first steps towards ensuring more widespread availability of the most desirable cannabinoid compounds to researchers across North America,” said Robert Brooke, the Company’s CEO. “With our upcoming clinical trials in the U.S., this step also ensures that we will have reliable access to these products for all internal Vitality programs and collaborations.”
About Vitality Biopharma (OTCQB: VBIO)
Vitality Biopharma is dedicated to unlocking the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. For more information, visit: www.vitality.bio. Follow us on Facebook, Twitter and LinkedIn.
Notice Regarding Forward-Looking Statements
This news release contains “forward-looking statements” as that term is defined in Section 27(a) of the United States Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Contact
Vitality Biopharma
Investor Relations
info@vitality.bio
1-530-231-7800
www.vitality.bio