UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the fiscal year ended December 31, 2018

  

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from ___________ to ___________ __________

  

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  Date of event requiring this shell company report

  

Commission file number: 333-207107

 

EHAVE, INC

(Exact name of Registrant as specified in its charter)

 

Canada

(Jurisdiction of incorporation or organization)

 

203-277 Lakeshore Road East

Oakville, Ontario, Canada L6J 6J3

(Address of principal executive offices)

 

Prateek Dwivedi, Chief Executive Officer

203-277 Lakeshore Road East

Oakville, Ontario, Canada L6J 6J3

+1(905) 362-1499

info@ehave.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
None   None   None

  

Securities registered pursuant to Section 12(g) of the Act.

 

Common Shares, no par value
(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None
(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 75,102,816 common shares as at December 31, 2018

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

US GAAP International Financial Reporting
Standards as issued  by the
International Accounting Standards
Board 		Other
x ¨ ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

 

Item 17   ¨                   Item 18   ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ¨ No x  

 

 

 

 

EXPLANATORY NOTE

 

Ehave, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Securities and Exchange Commission on May 15, 2019 (the “Original Filing”), solely to file Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 20-F formatted in eXtensible Business Reporting Language (“XBRL”) and to amend “Item 19. Exhibits” to reflect filing of Exhibit 101.

 

This Amendment does not modify or update any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, exhibit index and the exhibits filed herewith.

 

 

 

 

ITEM 19. EXHIBITS.

 

The following exhibits are filed as part of this annual report:

 

Exhibit
Number 		  Description
     
1.1   Articles of Incorporation (1)
1.2   Articles of Amendment to the Articles of Incorporation dated November 30, 2011 (2)
1.3   Articles of Amendment to the Articles of Incorporation dated May 13, 2015 (3)
1.4   Articles of Amendment to the Articles of Incorporation dated June 26, 2015 (4)
1.5   Articles of Amendment to the Articles of Incorporation dated November 4, 2015 (5)
1.6   Bylaws No. 2 (6)
4.1   Form of Convertible Loan Agreement (7)
4.2   Securities Purchase Agreement, dated July 7, 2015, between the Company and the purchasers identified therein (8)
4.3   Form of Secured Convertible Note, dated July 7, 2015 (9)
4.4   Form of Common Stock Purchase Warrant, dated July 7, 2015 (10)
4.5   Form of Lock Up Agreement (11)
4.6   License Agreement, dated April 24, 2015, between the Company and The Governing Counsel of the University of Toronto (12)
4.7   Form of Subscription Agreement (13)
4.8   Office Suite License and Services Agreement, effective November 1, 2015, between iQ Univeristy LP and the Company (14)
4.9   Form of Warrant sold in the registered public offering (15)
4.10   Services Agreement, dated February 1, 2016 with Artimetrix Software Inc. (16)
4.11   Consulting Agreement, dated August 3, 2015 with 8121346 Canada Inc. (17)
4.12   Amendment to Consulting Agreement, dated February 1, 2016 with 8121346 Canada Inc. (18)
4.13   Master Services Agreement, dated December 8, 2015 with Blog Inc LLC (dba Cress & Company) (19)
4.14   Executive Employment Agreement, dated July 25, 2016, between the Company and its President and CEO, Prateek Dwivedi (20)
4.15   Executive Employment Agreement, dated December 1, 2016, between the Company and its Chief Technology Officer, David Goyette (21)
4.16   Offer to Sublease, dated January 30, 2017, between the Company and Home Trust Company (22)
4.17   API Integration & Distribution Agreement dated December 13, 201,6 between the Company and MHS (23)
4.18   Letter of Agreement, dated November 1, 2017, between the Company and Tiberend Strategic Advisors, Inc. (24)
4.19   Stock Option Plan, approved on January 12, 2017, at the Annual and Special Meeting of Shareholders (25)
4.20   Note and Warrant Purchase Agreement, dated as of November 14, 2016 (26)
4.21   Form of Convertible Promissory Note (27)
4.22   Strategic Relationship Agreement, dated as of February 3, 2017, between the Company and MedReleaf Corp. (28)
4.23   Amendment to API Integration & Distribution Agreement, dated as of May 4, 2017, between the Company and MHS (29)
4.24   Form of Promissory Note (30)
4.25   Form of Investor Letter (31)
4.26   Form of Promissory Note with Warrants (32)
4.27   Form of Secured Subscription Agreement for Units (33)
4.28   Form of Compensation Option to Purchase Common Shares (34)
4.29   Form of Senior Secured Convertible Debenture (35)
4.30   Form of Warrant to Purchase Common Shares (36)
4.31   Form of Unsecured Subscription Agreement for Units (Premium) (37)
4.32   Form of Unsecured Subscription Agreement for Units (Regular) (38)

 

 

 

 

4.33   Form of Unsecured Convertible Debenture (39)
4.34   Agreement, dated March 1, 2018, between the Company and Revive Therapeutics Ltd. (40)
4.35   Agreement, dated March 5, 2018, between the Company and Aequus Pharmaceuticals Inc. (41)
4.36   Services Agreement, dated January 15, 2017, between the Company and NView Management Inc. (42)
4.37   Services Agreement, dated April 23, 2018, between the Company and Dianne Parsons, C.P.A. (43)
4.38   Lease, dated April 6, 2018, between the Company and Lisgar Development Limited (44)
4.39*   Form of Note Conversion Agreement (Premium, 2018 Notes)
4.40*   Form of Note Conversion Agreement (Regular, 2016 Notes)
4.41*   Form of Note Conversion Agreement (Regular, 2018 Notes)
4.42*   Form of Promissory Note dated September 27, 2018
4.43*   Form of Promissory Note dated September 27, 2018
4.44*   Agreement, dated October 30, 2018, between the Company and Companion Healthcare Technologies.
4.45*   Form of Promissory Note dated November 29, 2018
4.46*   Form of Promissory Note dated October 31, 2018
4.47*   Loan Agreement dated January 1, 2019
4.48*   Form of Promissory Note dated January 28, 2019
4.49*   Form of Promissory Note dated January 28, 2019
4.50*   Form of Warrant Cancellation
4.51*   Memorandum of Understanding, dated February 27, 2019, between the Company and David Goyette, Chief Technology Officer
4.52*   Memorandum of Understanding, dated February 27, 2019, between the Company and Prateek Dwivedi, Chief Executive Officer
4.53*   Form of Bridge Loan Agreement
4.54*   Form of Bridge Loan Note
4.55*   Agreement, dated February 27, 2019, between the Company and Bezalel Partners LLC
4.56*   Agreement, dated February 27, 2019, between the Company and KW Capital Partners Ltd
4.57*   Agreement, dated February 27, 2019, between the Company and Scott Woodrow
4.58*   Form of Note Conversion - Bridge Loan Note
4.59*   Form of Promissory Note dated March 26, 2019
4.60*   Asset Purchase Agreement, dated March 22, 2019, between Ehave, Inc. and ZYUS Life Sciences Inc.
4.61*   Form of Security Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc.
4.62*   Form of Non-Competition Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc.
4.63*   Minutes of Settlement, dated April 18, 2019, between Ehave, Inc. and Companion Healthcare Technologies
12.1*   Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*   Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*   Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*   Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+   XBRL Instance Document
101.SCH+   XBRL Taxonomy Extension Schema Document
101.CAL+   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+   XBRL Taxonomy Extension Label Linkbase Document
101.PRE+   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Previously filed with the Original Filing
+ Provided herewith

 

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. 
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
(3) Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
(4) Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.

 

 

 

 

(5) Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
(6) Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017.
(7) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.
(8) Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.
(9) Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.
(10) Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.
(11) Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.
(12) Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
(13) Incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015.
 (14) Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
(15) Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015.
(16) Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.
(17) Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.
(18) Incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.
(19) Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.
(20) Incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(21) Incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(22) Incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(23) Incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(24) Incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(25) Incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.
(26) Incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on November 23, 2016.
(27) Incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on November 23, 2016.
(28) Incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(29) Incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(30) Incorporated by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(31) Incorporated by reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(32) Incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(33) Incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(34) Incorporated by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.

 

 

 

 

(35) Incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(36) Incorporated by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(37) Incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(38) Incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(39)  Incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(40) Incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(41) Incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(42) Incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(43) Incorporated by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
(44) Incorporated by reference to Exhibit 4.38 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.

 

 

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing this Amendment No.1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No.1 to Form 20-F on its behalf.

 

Date: May 16, 2019    
     
EHAVE, INC.    
     
/s/ Prateek Dwivedi   /s/ Dianne Parsons
Prateek Dwivedi   Dianne Parsons
Chief Executive Officer   Chief Financial Officer

 

 

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