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