8-K 1 form8-k.htm






Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 14, 2019



(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered


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 1.02Termination of a Material Definitive Agreement.


On May 31, 2019, the Board of Directors of Vitality Healthtech, Inc. (“Vitality Healthtech”), a subsidiary of Vitality Biopharma, Inc. (the “Company”) terminated the Executive Employment Agreement dated October 12, 2018 (the “Employment Agreement”) by and between Vitality Healthtech and Dr. Arif Karim. Dr. Karim was employed by Vitality Healthtech to serve as Chief Medical Officer of Vitality Healthtech. Vitality Healthtech is currently negotiating a separation agreement with Dr. Karim.


Item 2.01Completion of Acquisition or Disposition of Assets.


Cessation of Operations of The Control Center, Inc.


Effective June 14, 2019, the Company ceased operations of the business of The Control Center, Inc. (“The Control Center”) due to the poor financial and operating performance of The Control Center following its acquisition by the Company in October 2018.


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.






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:  June 21, 2019 By: /s/ Michael Cavanaugh
  Name:  Michael Cavanaugh
  Title: Chief Executive Officer