UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 6 , 2019 (February 3, 2019)
MJ BIOTECH, INC.
(Exact name of registrant as specified in its charter)
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Wyoming |
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000-54616 |
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45-2282672 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
109 East 17 th Street, Suite 80
Cheyenne, Wyoming 82001
(Address of principal executive offices, including zip code)
(561) 523-3830
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On February 3, 2019, the Company executed a non-binding Letter of Intent to acquire an operating Hemp Extraction CBD operating company. The Letter of Intent was accepted by the current owners of the Hemp Extraction CBD operating company.
Closing as proposed in the Letter of Intent is subject to due diligence and regulatory approval.
Purchase Price: $600,000.00
Anticipated closing: 90 days or sooner.
Purchase Price includes the following:
All licenses and permits issued by the State of California for the HEMP Extraction CBD which is currently producing one liter a week of CBD oil. (subject to approval by the regulating authorities of MJB or its nominee).
Item 9.01 Exhibits.
99.01 Letter of Intent (redacted)
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.
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MJ BIOTECH, INC |
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Dated February 6, 2019 |
By: |
/s/ Maxine Pierson |
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Maxine Pierson |
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Chief Executive Officer |
Exhibit 99.01
LETTER OF INTENT
THIS LETTER OF INTENT (the “Letter”) made as of this 3 rd day of February 2019 (the “Execution Date”),
BETWEEN:
CBD Extraction Lab (“CBDE”) of________________________________, California
and
MJ Biotech, Inc of 109 East 17 th Street, Suite 80, Cheyenne, WY (“MJB”)
(individually the “Party” and collectively the “Parties”)
BACKGROUND:
This non-binding Letter of Intent outlines MJBs intent of purchasing the CBD Hemp Extraction operating business referred to as CBDE.
Purchase Price: $600,000 USD
Term of Escrow: 90 days or sooner.as Agreed to by Both Parties
Purchase Price includes the following:
All Licenses issued by the City and/ or State of California which is currently for the ________ SQFT of the CBD Hemp Extraction Operating Lab.
1. List of all suppliers that provide any material required to produce the CBD oil
2. List of all buyers of the finished CBD oil extract
3. List (Names, Corporate and personal, Address, Email and telephone numbers of all support companies and/ or individuals that have or are- providing tests of the material supplied and the extracted CBD oil. Also list entities that provide support to help maintain the equipment in the lab –including- but not limited to – that machinery used to produce the CBD oils.
4. A list of all the equipment that is used to produce the CBD oils (initial list attached). Including Model and Manufacturer numbers/repair records/ warranty data/parts suppliers
5. Training as to how to produce the CBD oil, including ordering product to produce CBD oil, testing of the CBD oil and to the delivery of the CBD oil.
6. Assignment of the Lease, and all Utility records for the production location
Initials MJB_______________ CBDE___________________
Subject to:
Evaluation of the Equipment being purchase by an independent third party
Written Verification that there is no debt on the business, nor any lawsuits filed, and or threatened, that there are no regulatory actions field and or pending against the Company
NON-BINDING
This Letter does not create a binding agreement between the Parties and will not be enforceable. Only the future Escrow agreement, duly executed by the Parties, will be enforceable as defined in such by the terms of the Escrow agreement.
Read and agree to as of this date
Date____ February 4 , __________2019 Date_ February 4,_______________ 2019
By ____ /s/Maxine Pierson ______________ By ___________________________
Maxine Pierson CEO Title: __________________________
of MJ Biotech, Inc.
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