Current Report Filing (8-k)
21 September 2016 - 7:20PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
(Date of Report) (Date of earliest event reported):
September 15, 2016
PLANDAI
BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its
Charter)
|
Nevada
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000-51206
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20-1389815
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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17 Hanover Square, London, England W1S 1BN
(Address of principal executive offices)
Registrant's telephone number, including area
code:
(917) 900-6829
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
Section 5 - Corporate Governance
and Management
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
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(a)
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On
September 9, 2016, shareholders representing 54% of the issued and outstanding shares
eligible to vote convened a special meeting of the shareholders and approved an amendment
to the Company’s articles of incorporation to increase the number of issued and
outstanding shares from 500 million shares to 1 billion shares. The Articles of Amendment
were filed with the Secretary of State of Nevada on September 15, 2016.
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Section 8
Other Events
Item 8.01
Other Events.
On September
20, 2016, the Company’s Board of Directors voted to approve a stock dividend of 25 million shares, representing 25% of the
total outstanding stock of its wholly-owned subsidiary, Cannabis Biosciences, Inc., which will be paid to Plandaí’s
shareholders of record as of September 30, 2016. The Company intends to file a registration statement covering the dividend shares
as part of the Company’s plan to spin Cannabis Biosciences off as a separate, publicly-traded entity in the coming months.
Cannabis Biosciences
is the parent company of Plandaí Biotechnology Uruguay, S.A., and holds the license from Plandaí to conduct all
product development, clinical trials, sales and marketing for Plandaí’s cannabis-derived bioavailable extract.
Section 9 - Financial Statements
and Exhibits
Item 9.01 Financial Statements
and Exhibits
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Exhibit
No.
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Document
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Location
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3.1
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Certificate of Amendment filed September 15,
2016.
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Filed herewith
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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.
Dated September 21, 2016
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PLANDAI BIOTECHNOLOGY,
INC.
By:
/s/ Roger Duffield
Roger Duffield
Chief Executive
Officer
|
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