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): January 24, 2019
VITALITY BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53832 | 75-3268988 | ||
| (State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
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)) |
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Increase in Size of the Board of Directors and Election of New Director
Effective January 24, 2019, the Board of Directors (the “Board”) of Vitality Biopharma, Inc. (the “Company”) increased the size of the Board from five (5) to six (6) directors and appointed Richard Celeste as a director to fill the vacancy on the Board created by the increase in the size of the Board, to serve until the next annual meeting of the Company’s stockholders and thereafter until his successor has been duly elected and qualified, or until his earlier resignation or removal. The Board has determined that Mr. Celeste is “independent” as contemplated by governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Celeste was appointed to the Compensation Committee and Nomination and Corporate Governance Committee of the Board. Mr. Celeste will receive compensation from the Company in the amount of $36,000.00 annually for his service on the Board.
Mr. Celeste is Chair of the Board of Health Effects Institute (Boston), Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs) and Vice Chair of the Board of Global Communities (Silver Spring MD). In addition, Mr. Celeste serves on the Boards of Battelle for Kids (Columbus OH) and The Gates Family Foundation (Denver). Mr. Celeste served as the Director of the Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1991 to 2001. Mr. Celeste also served as the President of Colorado College from 2002-2011. The Board believes Mr. Celeste’s fundraising and regulatory insight and public service experience, will provide the Company a critical voice and perspective as the Company continues to develop its business and grow its operations.
| Item 7.01 | Regulation FD Disclosure. |
On January 24, 2019, the Company issued a press release announcing Mr. Celeste’s appointment to the Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Press Release issued by the Company on January 24, 2019, furnished herewith. |
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: January 24, 2019 | By: | /s/ Robert Brooke |
| Name: | Robert Brooke | |
| Title: | Chief Executive Officer | |
Vitality Biopharma Appoints Former Ohio Governor Richard F. Celeste to Board
LOS ANGELES, CA – (GLOBE NEWSWIRE – January 24, 2019) — Vitality Biopharma, Inc. (Ticker: VBIO) (“Vitality Biopharma,” “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, is pleased to announce that it has added an additional position on its board of directors and has appointed former Ohio Governor Richard F. Celeste to serve in that post.
Governor Celeste has had a remarkable career in both the public and private sector. A former Rhodes Scholar, Governor Celeste’s lifework has included:
| ● | State Representative, Ohio House of Representatives; | |
| ● | Lt. Governor, State of Ohio; | |
| ● | Director, United States Peace Corps (appointed by President Carter); | |
| ● | Governor, State of Ohio (two terms); | |
| ● | Chairman of the Government-University-Industry Research Roundtable at the National Academy of Sciences; | |
| ● | United States Ambassador to India (appointed by President Clinton); | |
| ● | President, Colorado College, Colorado Springs, Colorado (nine years). |
The Company welcomes the extensive experience in both public and private enterprise that Governor Celeste brings to his new position with Vitality Biopharma.
“Vitality Biopharma is at the cutting edge in the development and use of cannabis for the treatment of serious medical conditions,” commented Edward Feighan, Chairman of Vitality. “Governor Celeste’s broad experience and knowledge of public policy and healthcare dynamics will be exceedingly helpful as the Company grows and begins to commercialize its portfolio of cannabis-based therapeutics.”
Vitality has completed extensive development of cannabinoid pharmaceuticals targeting treatment of gastrointestinal conditions, including Crohn’s disease and ulcerative colitis. With positive results in preclinical studies, the Company is now planning to initiate FDA and DEA-compliant clinical trials in the United States.
“I am honored and enthused to serve on the Board of Vitality Biopharma,” Governor Celeste said. “The Company is led by a seasoned group of physicians, researchers, and executives, and we are now witnessing dramatics shifts in the understanding and acceptance of how cannabis-based medicines can be used. Vitality is clearly positioned to be one of the most consequential pioneers of these breakthroughs.”
In the past few months, Vitality Biopharma has made significant progress in its efforts to develop and commercialize cannabis therapeutics. The Company has raised $8.5 million dollars in additional capital, more than doubled its full-time staff including additions to its executive leadership team, and initiated a new line of business focused on use of cannabinoids for opioid reduction.
“Vitality is a bold and creative business, fueled by a unique team and understanding of both cannabinoid science and medicine,” commented CEO Robert Brooke. “Governor Celeste’s appointment to our Board reflects both our aspiration and commitment to emerge as one of the country’s premier developers of breakthrough cannabis therapeutics and to commercialize them across the U.S. in a federally-compliant manner.”
About Vitality Biopharma (Ticker: VBIO)
Vitality Biopharma is dedicated to unlocking the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. The Company’s operations include federally-compliant cannabinoid drug development and the launch of a specialty care treatment network in the United States focused on the reduction of opioid dependence. 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, Governor Celeste’s service on the board of directors of the Company, timing of clinical trials and product development, business strategy and new lines of business. 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