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): July 1, 2019
CEREBAIN BIOTECH CORP. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-54381 |
| 26-1974399 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
600 Anton Blvd., Suite 1100 Costa Mesa, CA 92626 (Address of principal executive offices) (zip code) |
|
(714) 371-4109 (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) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | 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 |
N/A | N/A | N/A |
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.
Resignation of Wesley D. Tate
On July 1, 2019, Mr. Wesley D. Tate informed the Board of Directors (the “Board”) of Cerebain Biotech Corp. (the “Company”), that he was resigning as the Company’s Chief Financial Officer, Chief Operating Officer and as a member of its Board of Directors, effective July 15, 2019. Mr. Tate’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number |
| Description |
|
__________
* filed herewith
| 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.
| CEREBAIN BIOTECH CORP. | ||
| |||
Dated: July 23, 2019 | By: | /s/ Eric Clemons | |
| Eric Clemons |
| |
President | |||
| 3 |
EXHIBIT 17.1
July 1, 2019
Board of Directors
Cerebain Biotech, Inc.
600 Anton Blvd., Suite 1100
Costa Mesa, CA 92626
Dear Board of Directors,
Please let this letter serve as my resignation as Director, CFO and COO of Cerebain Biotech, Inc. effective July 15, 2019.
Thank you for the opportunities for professional and personal development that have been provided during the last six years. I will relish the professional relationships that I have developed during this time.
If there is anything at all I can do to make this transition a smooth one, please do not hesitate to reach out.
Sincerely,
/s/ Wesley D. Tate
Wesley D. Tate