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