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): May 4, 2021

Instadose Pharma Corp.

(Exact Name of Registrant as Specified in Charter)

Nevada	333- 216292	81-3599639
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1545 Crossways Blvd., Suite 250 Chesapeake, Virginia 23320-0210
(Address of Principal Executive Offices) (Zip Code)

(800) 701-4342

 (Registrant’s telephone number, including area code)

 _______________________________________________

(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: 

☐ 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: None 

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on December 7, 2020, Instadose Pharma, Corp., f/k/a Mikrocoze, Inc. (the “Company”) entered into a non-binding letter of intent with Instadose Pharma, Corp., a corporation organized under the laws of Canada (“Instadose”), dated December 7, 2020 (as amended by the Amendment (as defined below), the “LOI”). On April 29, 2021, the Company entered into an amendment to the LOI (“Amendment”). The Amendment amends the exclusivity period prescribed in the LOI, extending such period until the earlier to occur of (i) either Party terminating the LOI and the proposed transaction providing notice to the other party, (ii) the consummation of the contemplated transaction, and (iii) July 31, 2021.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment to Letter of Intent, dated April 29, 2021, by and between Instadose Pharma Corp. and Instadose Pharma Corp. f/k/a Mikrocoze, Inc.

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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. 

	Instadose Pharma Corp.
Date: May 4, 2021	By:	/s/ Terry Wilshire
		Terry Wilshire
		President

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EX-10.1

  EXHIBIT 10.1

AMENDMENT TO LETTER OF INTENT

This Amendment (this “Amendment”) is made and entered into as of April 29, 2021, by and between Instadose Pharma Corp., a corporation organized under the laws of Canada (“Instadose”), and Instadose Pharma Corp. f/k/a Mikrocoze, Inc., a Nevada corporation  (“INSD”), (collectively, the “Parties,” or each, individually, a “Party”).

WHEREAS, the Parties entered into that certain Letter of Intent, dated as of December 7, 2020 with the and the holders of a majority of the issued and outstanding shares of Instadose (the “LOI”; capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the LOI); and

WHEREAS, pursuant to the terms and provisions of the LOI, the Exclusivity provisions shall be binding for ninety (90) days; and

WHEREAS, the Parties desire to extend the Exclusivity and amend the LOI as provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the LOI, the Parties hereto, intending to be legally bound, do hereby acknowledge and agree as follows:

1.Exclusivity. Notwithstanding that the parties are acting in good faith and using their respective best efforts to consummate the proposed transaction as contemplated by the LOI, the Exclusivity Period prescribed therein has expired. Accordingly, the Parties hereby agree that the Exclusivity Period is hereby extended until the earlier to occur of (i) either Party terminating the LOI and the proposed transaction by providing notice to the other Party, (ii) the consummation of the contemplated transaction and (iii) July 31, 2021.

2.The Shareholders. Notwithstanding that the LOI provides for execution and delivery of the LOI by the Shareholders, the Parties agree and acknowledge that such execution was not required, and is not required for this Amendment.

3.Miscellaneous.

a)Except as modified by this Amendment, all terms and conditions of the LOI shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references in the LOI hereafter shall be deemed to refer to the LOI, as amended by this Amendment.

b)This Amendment shall be binding upon and inure to the benefit of all the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall be deemed to confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever.

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c)In case any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. Any illegal or unenforceable term will be deemed to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions of applicable law and such term, as so modified, and the balance of this Amendment will then be fully enforceable. The Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

d)This Amendment may be executed in any number of counterparts and by electronic transmission, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. An executed facsimile or electronic .pdf counterpart of this Amendment shall be deemed to be an original for all purposes.

e)This Amendment shall be governed by and construed in all respects under the laws of the State of Nevada, without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of the LOI or this Amendment is waived by the Parties. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in the State and County of Nevada, for any dispute related to the LOI or any of the matters contemplated hereby, consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law, and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first written above. 

INSTADOSE PHARMA CORP.
By:	/s/ Grant F. Sanders
	Name: Grant F. Sanders
	Title: Chairman & CEO

INSTADOSE PHARMA CORP. f/k/a MIKROCOZE, INC.
By:	/s/ Terry Wilshire
	Name: Terry Wilshire
	Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to the Letter of Intent]

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EXHIBIT A

Letter of Intent

(See attached) 

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