UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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): June 18, 2024

GB Sciences, Inc.

(Exact name of Registrant as specified in its charter)

Nevada (State or other Jurisdiction of
Incorporation or organization) 000-55462 (Commission File Number) 59-3733133 (IRS Employer I.D. No.)

205 W. Russell Road, Suite 240

Las Vegas,Nevada89148

(Address of Principal Executive Offices) (Zip Code)

(866) 721-0297

Registrant’s telephone number, including area code)

N/A

(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 l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)

☐                    Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

☐                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

On June 18, 2024, the Registrant (the “Company”) and EndoPure Life Sciences, LLC (“EndoPure”) entered into a non-legally binding letter of intent to negotiate and enter into a license agreement (the “Agreement”). Pursuant to the Agreement EndoPure will license certain intellectual property rights (the “IP”) from within the intellectual property portfolio of the Company and develop, manufacture, and market pharmaceutical products (the “Products” or a “Product”) that are protected within the Company’s IP portfolio.

After EndoPure has successfully developed a Product and obtained certain regulatory approvals to market the Product in Brazil, EndoPure will be given exclusive rights to market the Product in South America.  The Company will receive a royalty equal to 5% of the gross sales of Products sold by EndoPure and certain other considerations.  The Company and EndoPure agree to diligently prepare and execute the Agreement by July 17, 2024.

SIGNATURE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GB Sciences, Inc. a Nevada corporation
Dated: June 21, 2024	By:	/s/ John Poss
		John Poss
		Chief Executive Officer

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