0001065949-15-000078.txt : 20150323
0001065949-15-000078.hdr.sgml : 20150323
20150323162522
ACCESSION NUMBER: 0001065949-15-000078
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150323
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20150323
DATE AS OF CHANGE: 20150323
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CANNAPHARMARX, INC.
CENTRAL INDEX KEY: 0001081938
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 274635140
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27055
FILM NUMBER: 15719462
BUSINESS ADDRESS:
STREET 1: ONE COLLINS DRIVE
CITY: CARNEYS POINT
STATE: NJ
ZIP: 08069
BUSINESS PHONE: 720-939-1133
MAIL ADDRESS:
STREET 1: ONE COLLINS DRIVE
CITY: CARNEYS POINT
STATE: NJ
ZIP: 08069
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDEN DRAGON HOLDING CO.
DATE OF NAME CHANGE: 20110125
FORMER COMPANY:
FORMER CONFORMED NAME: CCVG, INC.
DATE OF NAME CHANGE: 20101117
FORMER COMPANY:
FORMER CONFORMED NAME: CONCORD VENTURES, INC.
DATE OF NAME CHANGE: 20071003
8-K
1
cpmd8kmarch232015.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 23, 2015
CANNAPHARMARX, INC.
---------------------
(Exact name of Registrant as specified in its charter)
Delaware 000-27055 24-4635140
------------------------------ ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Collins Drive, Suite 100, Carneys Point, NJ 08069
--------------------------------------------------
(Address of principal executive offices)
(856) 376-0500
-----------------------------------------------------------------
(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 (see General Instruction A.2. below):
[_] 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))
SECTION 7 - REGULATION FD
ITEM 7.01 - REGULATION FD DISCLOSURE.
------------------------------------
PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On March 23, 2015, CannaPharmaRx, Inc. made a press release. The text of the
press release is attached hereto as Exhibit 99.1.
SECTION 8 - OTHER ITEMS
ITEM 8.01 - OTHER ITEMS
-----------------------
On March 23, 2015, the Financial Industry Regulatory Authority (FINRA) approved
the Company's name change to CannaPharmaRx, Inc.
The name change became effective with the Over-the-Counter Bulletin Board at the
opening of trading on March 23, 2015 under the new stock symbol "CPMD".
CannaPharmaRx, Inc.'s new CUSIP number is 13765D109.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------
(D) EXHIBITS. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
----------------------- -----------------------------------
99.1 Press Release, dated March 23, 2015
-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.
CANNAPHARMARX, INC.
By:/s/ Gerry Crocker
-------------------------------------
Gerry Crocker
Title: Chief Executive Officer
Date: March 23, 2015
-3-
EX-99.1
2
ex991.txt
EXHIBIT 99.1
PRESS RELEASE, DATED MARCH 23, 2015
MARCH 23, 2015
CANNAPHARMARX
CANNAPHARMARX ANNOUNCES CHANGE IN STOCK TICKER SYMBOL TO "CPMD"
Carneys Point, NJ - March 23, 2015--CannaPharmaRx, Inc. (OTCQB: CPMD), a New
Jersey-based pharmaceutical company, announced today that the Company's shares
will begin trading on the OTC Bulletin Board (OTC) under its new stock ticker
symbol "CPMD," effective as of this morning.
Gerry Crocker, Chief Executive Officer said, "Since the formation of
CannaPharmaRx last year, we have made rapid progress in our mission to lay the
foundation to provide safe and effective cannabinoid-based medicines to the
public. By moving closer to completing our reverse merger, we hope to soon
attract the level of investment required to conduct the clinical trials
necessary to establish safe, consistent and effective cannabinoid-based products
and therapies."
As background, the Company initiated a reverse merger with Golden Dragon Holding
Company, when the Company entered into an Agreement and Plan of Merger, by and
among Golden Dragon Holding Company (GDHC), a Delaware corporation,
CannaPharmaRx, Inc., a Colorado corporation, and CPHR Acquisition Corp., a
newly-formed wholly-owned subsidiary of GDHC, domiciled in Colorado.
Pursuant to a Definitive 14a Proxy Statement filed with the Securities and
Exchange Commission on October 9, 2014, the Company's directors approved, and
the shareholders voted to approve a name change from Golden Dragon Holding
Company to CannaPharmaRx, Inc. An amendment to the Company's Certificate of
Incorporation was filed with the Secretary of State of Delaware with an
effective date of October 23, 2014.
Following the eventual completion of the merger and the retirement of the shares
of Golden Dragon Holding Company and CPHR, the Company will have a total of
approximately 18,953,287 shares of common stock issued and outstanding. As a
result of the transaction contemplated under the merger, the Company's sole
business operations will be that of CannaPharmaRx.
In addition to the new stock ticker symbol, the Company's common stock has also
been assigned a new CUSIP number of 13765D109 in connection with the change.
Outstanding stock certificates are not affected by the name change and do not
need to be exchanged. The Company's new name "CannaPharmaRx" contains "Rx" as a
strong reference to prescription based medicine. The Company strives to provide
cannabinoid-based, FDA-approved pharmaceutical products under the traditional
health care model, where medicine is prescribed by physicians and dispensed by
pharmacists. Currently, most healthcare professionals are not permitted to
prescribe or dispense marijuana, even for medical purposes, leaving dispensing
of cannabis products primarily to caregivers in the 23 states and the District
of Columbia which have enacted laws to legalize its medical use. CannaPharmaRx
also plans to acquire and operate specialty and compounding pharmacies in
multiple markets in the U.S. in order to generate revenues in 2015.
CannaPharmaRx is in a parallel development path for animal health medicines that
would also pass through the FDA approval process to be ultimately dispensed by
veterinarians.
ABOUT CANNAPHARMARX
Our purpose is to innovate to bring cannabinoid-based therapies to market that
improve patients' lives. R&D is at the heart of our mission as we work to
transform advanced science and technologies into the therapies that matter most
to patients and clinicians. Our executive management team has over 100 years of
combined pharmaceutical industry experience developing and marketing
prescription products. For more information, please visit www.CannaPharmaRx.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release are forward-looking within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements may be
identified by the use of forward-looking words such as "anticipate," "believe,"
"forecast," "estimated," and "intend," among others. These forward-looking
statements are based on CannaPharmaRx's current expectations and actual results
could differ materially. There are a number of factors that could cause actual
events to differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, substantial
competition; our ability to continue as a going concern; our need for additional
financing; uncertainties of patent protection and litigation; clinical trials
involve a lengthy and expensive process with an uncertain outcome, and results
of earlier studies and trials may not be predictive of future trial results;
uncertainties of government or fourth party payer reimbursement; limited sales
and marketing efforts and dependence upon fourth parties; and risks related to
failure to obtain FDA clearances or approvals and noncompliance with FDA
regulations. As with any pharmaceutical products under development, there are
significant risks in the development, regulatory approval and commercialization
of new products. There are no guarantees that future clinical trials discussed
in this press release will be completed or successful or that any product will
receive regulatory approval for any indication or prove to be commercially
successful. CannaPharmaRx does not undertake an obligation to update or revise
any forward-looking statement. Investors should read the risk factors set forth
in CannaPharmaRx's Annual Report on Form 10-K for the year ended December 31,
2013 and Quarterly Report on Form 10-Q as of September 30, 2014 and other
periodic reports filed with the Securities and Exchange Commission.
Contact:
Bridamary Rosario
bbrosario@cannapharmarx.com
Source: CannaPharmaRx, Inc.
Released March 23, 2015