Current Report Filing (8-k)
29 Juni 2020 - 3:15PM
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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 29, 2020
SIBANNAC, INC.
(Exact name of registrant as specified in
its charter)
Nevada
|
|
333-122009
|
|
33-0903494
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of Incorporation)
|
|
|
|
Identification Number)
|
9535 E Doubletree Ranch Road, Ste 120
Scottsdale, AZ 85258
Tel. (480) 407-6445
(Address and Telephone Number of Principal
Executive Offices)
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
Securities registered pursuant to Section
12(g) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
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 any 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. ☐
SIBANNAC, INC.
Form 8-K
Current Report
|
ITEM 1.01.
|
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
|
The Company will be
entering into an Asset Purchase Agreement with NOHO, Inc., a Wyoming corporation (OTC Pink: DRNK), for the sale of NOHO’s
intellectual property.
The Boards of Directors
of both firms are finalizing the assets to be conveyed and the terms of the sale. Notably, Sibannac intends to use the NOHO brand
and its viable social media platforms and followers to launch new formulations and delivery methods of hangover products in combination
with CBD (Cannabidiol). The products will be manufactured and distributed from Sibannac’s new facility in Scottsdale, Arizona.
The proposed transactions
will be structured in the following steps. First, Sibannac will create a privately held specific purpose acquisition company to
be funded by newly registered Sibannac securities, consisting of units of common stock and warrants. The companies will then enter
into an asset purchase agreement using the newly issued securities as consideration to NOHO. NOHO will then enter into a share
exchange or buyback agreement, effecting the exchange of Sibannac securities for NOHO stock held by NOHO shareholders.
The transaction as
contemplated will result in the exchange of free trading NOHO shares for free trading Sibannac shares. The exchange rate and share
price is being negotiated at this time. The transaction is subject to accounting and audit review as well as regulatory approval.
The parties intend
to complete the transaction in the Fall of 2020. NOHO shareholders will be advised within sixty (60) days of the closing of the
effective date for the shareholders of record to participate in the exchange.
The
following shall constitute an update on the previously announced entry into a material agreement. The target acquisition is for
a controlling interest in Richardson Nutritional Center (RNC), a California based Apricot seed marketing and sales firm founded
by John Richardson, Jr., son of renowned physician, John A. Richardson, M.D. See, Laetrile
Case Histories: The Richardson Cancer Clinic Experience, July 2005. The main compound found in Apricot seed kernels
is B17, which is found in citrus fruits as well. Laetrile is concentrated B17. Until such time as clinical trials and other medical
support involving B17 establish its benefits, the Company will not market products with any medicinal or drug claims.
Mr.
Richardson, Jr. has been in the business of processing, formulating and selling Apricot seed-based products for more than 20 years.
Apricot seeds are primarily grown in northern California, which produces approximately 85% of the entire domestic U.S. output.
Through the proposed acquisition, Sibannac would assume the offtake contracts for the entirety of the annual harvests. Sibannac
can treat the raw seeds with CBD, offering a natural food product as a hybrid as it is currently marketed or as a stand-alone product.
While there is potential synergy with CBD in formulations such as capsules, the strength of this acquisition results from Sibannac’s
ability to grow its footprint in the natural health space, independent of CBD and the uncertainty of the future regulatory framework
surrounding it. Foremost, however, is that Sibannac will control the U.S. Apricot seed market and intends to use this to the company’s
advantage to set it apart in the evolving competitive landscape. Mr. Richardson is well known throughout the country in the alternative
health space for his long history and work in the Apricot kernel marketplace. He was interviewed by BuzzFeed News as a recognized
authority on B17 and is a frequent lecturer on the topic throughout the United States.
In
anticipation of the closing of the acquisition, the RNC personnel have relocated from California to Arizona, and all operations,
including sales and distribution are being conducted out of Sibannac’s facility in Scottsdale.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
|
|
|
|
SIBANNAC, INC.
|
Date: June 29, 2020
|
By: /s/ David Mersky
|
|
|
|
David Mersky
|
|
|
Chief Executive Officer
|
Sibannac (PK) (USOTC:SNNC)
Historical Stock Chart
Von Jan 2025 bis Feb 2025
Sibannac (PK) (USOTC:SNNC)
Historical Stock Chart
Von Feb 2024 bis Feb 2025