UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2018
Commission File No. 000-30087
EMPOWER CLINICS INC. (formerly ADIRA ENERGY LTD.)
(Translation of registrant's name into English)
1030 West Georgia Street, Suite 918 Vancouver, British Columbia Canada V6E 2Y3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
Exhibits | |
99.1 | Other (Notice – English) dated June 22, 2018 |
2 |
SIGNATURE
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, thereunto duly authorized.
EMPOWER CLINICS INC. (formerly ADIRA ENERGY LTD.)
Date: July 24, 2019
/s/ Mathew Lee | |
Mathew Lee | |
Chief Financial Officer |
3 |
Exhibit 99.1
EMPOWER CLINICS INC.
National Instrument 51-102, Section 4.9
NOTICE OF CHANGE IN CORPORATE STRUCTURE
1. Parties to the Transaction
(i) Empower Clinics Inc. (formerly Adira Energy Ltd.) (the “Company”)
(ii) SMAART Holdings Inc. (“SMAART”)
(iii) 1149770 B.C. LTD. (“114 BC”)
2. Description of the Transaction
The Company completed a transaction to acquire the assets of SMAART that constituted a reverse take-over of the Company (the “Transaction”). Pursuant to the Transaction, 114 BC amalgamated with SMAART to form a wholly owned subsidiary of the Company. In return, all of the issued and outstanding securities of the SMAART were exchanged for equivalent securities, including common shares in the capital of the Company (the “Common Shares”) on a one for one basis. In connection with the Transaction, the Company also changed its name to “Empower Clinics Inc.” and underwent a 6.726254 to one share consolidation.
Upon closing of the Transaction, the Company changed its name to “Empower Clinics Inc.” The Common Shares also commenced trading on the Canadian Securities Exchange (the “CSE”) under the new symbol “EPW”.
3. Effective Date of the Transaction
The Company filed articles of amendment to change its name and consolidate its shares on April 19, 2018. The Transaction was completed on April 23, 2018, and the Common Shares subsequently commenced trading on the CSE on April 30, 2018.
4. Names of Each Party that Ceased to be a Reporting Issuer Subsequent to the Transaction and of Each Continuing Entity
The Company remains a reporting issuer in British Columbia, Alberta and Ontario and is the continuing entity. SMAART and 114 BC, the parties that amalgamated to form Empower Healthcare Corporation, a wholly owned subsidiary of the Company, were not previously reporting issuers.
Dated at Seattle, Washington, this 22nd day of June, 2018.
EMPOWER CLINICS INC.
Per: /s/ Craig Snyder
Craig Snyder
President and Chief Executive Officer