0001072588-15-000035.txt : 20150303 0001072588-15-000035.hdr.sgml : 20150303 20150302190136 ACCESSION NUMBER: 0001072588-15-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150226 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150303 DATE AS OF CHANGE: 20150302 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: 15666587 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 gdhc8knewdir.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): February 26, 2015 CANNAPHARMARX, INC. --------------------- (Exact name of Registrant as specified in its charter) Delaware 000-27055 24-4635140 ------------------------------- -------------------------- ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Ident incorporation) -ification 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Effective February 27, 2015, the Company appointed Wendy DiCicco and David Pohl to its Board of Directors. Biographies of each new director are as follows: Wendy DiCicco, age 47, Director Ms. DiCicco is currently an independent consultant serving a number of clients in the orthopedic and pharmaceutical industries. Ms. DiCicco most recently served as the Chief Financial Officer of Nuron Biotech, Inc., a privately-held biotech company, developing specialty biologics and marketing vaccines internationally for the prevention and treatment of infectious and neurodegenerative disease. Prior to Nuron, for sixteen years, Ms. DiCicco served as Chief Financial Officer for both private and public companies with a focus in the orthopedic and cardiovascular medical device industries, including Globus Medical and Kensey Nash Corporation. Ms. DiCicco also serves on the board of directors of II-VI, Incorporated, a public company, where she was elected in 2006 and serves on the Audit (chair), Compensation and Governance and Nominating Committees. Ms. DiCicco started her career at Deloitte & Touche, LLP, where she was an Accounting and Audit Manager before beginning her career as an industry executive. Ms. DiCicco holds a B.S in Accounting from Philadelphia College of Textiles and Science and is a Certified Public Accountant in the Commonwealth of Pennsylvania. Ms. DiCicco is a National Association of Corporate Directors (NACD) Governance Fellow. Ms. DiCicco adds financial reporting and management skills to our board as a result of her career, including her experience with a large public accounting firm and as the CFO of both public and private companies. David Pohl, age 55, Director David Pohl brings over 30 years of leadership experience in healthcare-related businesses to the CannaPharmaRx Board. Currently, he is an Executive Vice President with TridentUSA Health Services, a national provider of bedside diagnostic and laboratory services. Prior to this position, he was the Chief Operating Officer of MobilexUSA, the largest operating company within TridentUSA Health Services. David held a number of senior management positions at Cardinal Health, including his role as the Senior Vice President of Retail National Accounts where he was part of the pharmaceutical distribution business. Prior to joining Cardinal, he was with Dentsply International where he held the position of National Sales Manager in the U.S. before moving to the role of Managing Director of Dentsply's Australian operations, based in Melbourne, Australia. He also held management positions with Hill-Rom/Support Systems International and American Hospital Supply Corporation and is currently a member of the Advisory Board of ProactiCare LLC. David holds a B.A. from Bucknell University with a double major in Biology and Geology. 2 SECTION 7 - REGULATION FD Item 7.01 Regulation FD Disclosure 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 February 26, 2015, the Company announced the appointment of two new members to its Board of Directors, effective February 27, 2015. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and 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 # Description 99.1 Press Release dated February 26, 2015 3 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 --------------------------------------- Name: Gerry Crocker Title: Chief Executive Officer Date: March 2, 2015 4 EX-99 2 ex99-1.txt EXHIBIT 99 February 26, 2015 CANNAPHARMARX, INC. Endocannabinoid Science CannaPharmaRx announces the appointment of two new members to its board of directors Carneys Point, NJ - February 26, 2015--CannaPharmaRx, Inc. (OTCQB: GDHC), the New Jersey-based pharmaceutical company, announced today that it has continued to upgrade its corporate governance from external pharmaceutical and pharmacy industry sources by adding Wendy DiCicco and David Pohl to its Board of Directors. Ms. DiCicco is currently an independent consultant serving a number of clients in the orthopedic and pharmaceutical industries. Ms. DiCicco most recently served as the Chief Financial Officer of Nuron Biotech, Inc., a privately-held biotech company, developing specialty biologics and marketing vaccines internationally for the prevention and treatment of infectious and neurodegenerative disease. Prior to Nuron, for sixteen years, Ms. DiCicco served as Chief Financial Officer for both private and public companies with a focus in the orthopedic and cardiovascular medical device industries, including Globus Medical and Kensey Nash Corporation. Ms. DiCicco is also a member of Boards of Directors of several public and pre-IPO companies. Ms. DiCicco started her career at Deloitte & Touche, LLP, where she was an Accounting and Audit Manager before beginning her career as an industry executive. Ms. DiCicco holds a B.S in Accounting from Philadelphia College of Textiles and Science and is a Certified Public Accountant in the Commonwealth of Pennsylvania. Ms. DiCicco is a National Association of Corporate Directors (NACD) Governance Fellow. Ms. DiCicco adds financial reporting and management skills to our board as a result of her career, including her experience with a large public accounting firm and as the CFO of both public and private companies. "We are excited to announce that Ms. DiCicco will be joining our Board of Directors, with the intention of creating and having her chair our future Audit Committee of the Board. This is a critically important board position and we could not have found a better candidate. Ms. DiCicco brings her impressive accomplishments as CFO and working with multiple Boards of Directors for publically-traded companies. We look forward to her guidance as we strive for excellence in all our financial reporting and governance efforts," said Gerry Crocker, Chief Executive Officer of CannaPharmaRx, Inc. David Pohl brings over 30 years of leadership experience in healthcare-related businesses to the CannaPharmaRx Board. Currently, he is an Executive Vice President with TridentUSA Health Services, the leading national provider of bedside diagnostic and laboratory services. Prior to this position, he was the Chief Operating Officer of MobilexUSA, the largest operating company within TridentUSA Health Services. David held a number of senior management positions at Cardinal Health, including his role as the Senior Vice President of Retail National Accounts where he had responsibility for $45 billion in annual revenue as part of the pharmaceutical distribution business. Prior to joining Cardinal, he was with Dentsply International where he held the position of National Sales Manager in the U.S. before moving to the role of Managing Director of Dentsply's Australian operations, based in Melbourne, Australia. He also held management positions with Hill-Rom/Support Systems International and American Hospital Supply Corporation and is currently a member of the Advisory Board of ProactiCare LLC. David holds a B.A. from Bucknell University with a double major in Biology and Geology. Mr. Crocker added, "We are excited to welcome David to our Board of Directors. David brings a wealth of healthcare senior management experience and an entrepreneurial spirit, well suited for the challenges of a start-up in the pharmaceutical sector." 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. 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 private placement agreement and 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 February 26, 2015