8-K

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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): September 21, 2017

DTHERA SCIENCES

(Exact Name of Registrant as Specified in Charter)

Nevada	333-191175	90-0925768
(State or Other Jurisdiction of Incorporation)	Commission File Number	(IRS Employer Identification No.)

7310 Miramar Rd Suite 350., San Diego, CA	92126
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 215-6360

(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:

[_] Written communications pursuant to Rule 425 under the Securities Act

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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. ☐

Item 3.02	Unregistered Sales of Equity Securities.
Item 8.01	8.01 Other Events.

Common Stock to Trade on OTCQB

On September 21, 2017, Dthera Sciences (the “Company”) announced that its shares of common stock have been approved for trading on the OTCQB® Venture Market. Management of the Company believes that OTCQB membership will provide enhanced investor benefits including higher reporting standards, the potential for increased analyst coverage, and access to news services, as well as more comprehensive compliance requirements.

Completion of Capitalization Restructuring

Additionally, the Company announced that it had closed two previously reported private placement offerings, and completed a restructuring of the Company’s capitalization through the two offerings.

As previously reported by the Company in Current Reports filed with the Commission on July 25, 2017, and August 31, 2017, and in the Company’s Quarterly Report on Form 10-Q on July 19, 2017, the Company commenced two parallel private offerings of its securities, the Investor Offering and the Employee Offering. The aggregate amount sought to be raised in the two offerings was up to $975,000.

Following the closing of the Investor Offering and the Employee Offering, the Company had an aggregate of 45,847,919 shares of its common stock issued and outstanding.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description
99.1	Press Release

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.

	Dthera Sciences
Date: September 21, 2017
	By: /s/ Edward Cox
	Name: Edward Cox
	Title: Chief Executive Officer

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EX-99.1

Exhibit 99.1

Dthera Sciences Approved for Trading on OTCQB® Venture Market; Provides Corporate Update

SAN DIEGO, CA (September 20, 2017) - Dthera Sciences (OTCQB:DTHR), a digital therapeutics company focused on developing innovative digital quality of life therapies for neurodegenerative diseases and oncology, announced today that its common stock has been approved for trading on the OTCQB® Venture Market.

OTCQB membership provides enhanced investor benefits including higher reporting standards, increased analyst coverage and access to news services, as well as more comprehensive compliance requirements.

The Company also announced the completion of a capitalization restructuring. As a result of the recent restructuring, the Company now has a total of 45,847,919 shares issued and outstanding.

"We are pleased to have completed our recent restructuring and to now qualify for trading on the OTCQB. This marks an important step in our plan to build a world class digital health company which will create value for our shareholders and positively impact the lives of patients and their families," commented Dthera CEO Edward Cox.

The Company’s lead product, ReminX, is an innovative digital therapeutic designed to reduce anxiety and improve quality of life in people diagnosed with early to mid-stage Alzheimer’s disease and Dementia. The unique technology uses a scalable form of reminiscence therapy and is currently being made available to an initial cohort of paying customers. The Company looks forward to expanding its marketing efforts and growing its customer base during Q4 2017.

Dthera is also planning to initiate additional clinical research studies during Q4 2017 to broaden the indications for which its core digital therapeutic products can be used.

About Dthera Sciences

Dthera Sciences, based in San Diego, CA, is a digital therapeutics company focused on developing innovative digital ‘quality of life’ therapies for neurodegenerative diseases and oncology. The Company's lead product, ReminX, is an artificial-intelligence-powered digital therapeutic designed to reduce anxiety and improve quality of life in patients with Alzheimer's disease and Dementia. For more information, please visit www.dthera.com and www.reminx.com

About Digital Therapeutics

Digital Therapeutics is a new subsection of digital health that strives to directly deliver a therapy via use or interaction with software technology. The goal of Digital Therapeutics is to mirror an effective treatment and use technology to scale it to a larger patient population, thereby amplifying doctors' and nurses' care, changing patient behavior, and most importantly, reducing cost of care.

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About Alzheimer’s and Reminiscence Therapy

Alzheimer’s disease is the 6^th leading cause of death in the United States. Currently, more than 5 million Americans are living with Alzheimer’s disease in the United States alone. In 2017, the direct cost to American society of caring for those with Alzheimer’s disease and other dementias will total an estimated $259 billion.

Reminiscence Therapy is an established treatment for Alzheimer’s disease that involves reviewing and discussing recognizable memories with patients, typically by looking at photos, and hearing or discussing the familiar stories related to them. Reminiscence Therapy has been in use for nearly 30 years and has proven to be very effective at reducing anxiety and increasing the overall Quality of Life (QoL) in Alzheimer's disease and Dementia patients in numerous clinical trials.

Forward Looking Statement

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, regarding the research, development and commercialization of therapeutic products and technologies, as well as the Company’s efforts to increase its customer base and initiate additional clinical trials. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of the statements made, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. These forward-looking statements are made as of the date of this press release, and the Company expressly disclaims any intention or obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Readers are urged to read the risk factors set forth in the Company's most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q, and other filings made with the SEC. Copies of these reports are available from the SEC's website at www.sec.gov or without charge from the Company.

CONTACT INFORMATION

Bret Shapiro

Managing Partner, CoreIR

bret@coreir.com

(561) 479-8566

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