UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

Date of Report: December 11, 2023

CBD Life Sciences, Inc. 

(Exact name of issuer as specified in its charter)

Nevada

State or other jurisdiction of incorporation or organization

20-5118532 

(I.R.S. Employer Identification No.)

10953 N. Frank Lloyd Boulevard, Suite 108, Scottsdale, Arizona 85259 

(Full mailing address of principal executive offices)

(480) 209-1720 

(Issuer’s telephone number, including area code)

Title of each class of securities issued pursuant to Regulation A: Common Stock.

EXPLANATORY NOTE

This Current Report on Form 1-U is filed by CBD Life Sciences, Inc., a Nevada corporation (the “Company”), in light of the following:

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Item 7. Departure of Certain Officers.

Background. On December 11, 2023, the Board of Directors (the “Board”) of CBD Life Sciences, Inc., a Nevada corporation (the “Company”), and Lisa Nelson, the Company’s Chief Executive Officer, Director and the holder of a majority of the voting power of the Company’s capital stock (the “Majority Consenting Shareholder”), acting together by written consent (the “Joint Written Consent”), ratified and affirmed certain past corporate actions the documentation for which does not appear in the books and records of the Company and were, thus, deemed by the Board and the Majority Consenting Shareholder to be a “Corporate Act,” for purposes of Section 78.0296 of the Nevada Revised Statutes (NRS). The Joint Written Consent was taken pursuant to the provisions of NRS Section 78.0296, which, in toto, provides a statutory framework by which “Corporate Acts” may be “cured.”

Reason for the Joint Written Action. In connection with the Company’s filing of a Corporate Action (reverse split) with FINRA, the FINRA staff has indicated that the Joint Written Action may not be sufficient to satisfy its requests for signed copies of the appointments of certain former officers and directors, during which time the Company has never been subject to the filing requirements of the Securities Exchange Act of 1934.

This Current Report is filed by the Company in order to “codify” the appointments of officers and directors that, pursuant to the Joint Written Action and in accordance with the provisions of NRS Section 78.0296, became valid corporation actions of the Company under the laws of the State of Nevada, the state of domicile of the Company. Thus, the subject appointments were made in compliance with the NRS, for all purposes.

Appointment of Officers and Directors Pursuant to Joint Written Consent. The appointments of certain past officers and directors of the Company were ratified by the Joint Written Action. The relevant parts of the Joint Written Action are reproduced below:

“Ratification Pursuant to Section 78.0296 of the NRS

WHEREAS, it has come to the attention of the Board of Directors and the Majority Consenting Shareholder that the books and records of the Corporation do not contain copies of certain documents relating to historical actions (the “Missing Records”) involving the Corporation and certain of its past executive officers and directors; and

WHEREAS, the Board of Directors and the Majority Consenting Shareholder believe it is the best interests of the Corporation and its shareholders that each of the corporate actions that relate to the Missing Records be deemed to be a “Corporate Act,” as that term is defined in Section 78.0296 Nevada Revised Statutes (the “NRS”); and

WHEREAS, Section 78.0296, in toto, provides a statutory framework by which Corporate Acts may be “cured”; and

WHEREAS, this Joint Written Consent is made with the specific intent to ratify and affirm certain Corporate Acts of the Corporation in accordance with, and pursuant to, Section 78.0296 of the NRS.

RESOLVED FURTHER, that the Board of Directors and the Majority Consenting Shareholder do hereby ratify and affirm the Corporate Acts described in the foregoing resolutions as valid acts of the Corporation with full force and effect as of the date on which each such Corporate Act in fact occurred.

RESOLVED FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to deliver a notice of the ratification (the “Ratification Notice”) of the Corporate Acts to the holders of the Corporation’s capital stock, in accordance with Section 78.0296 of the NRS; and

RESOLVED FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to sign such documents on behalf of the Corporation and to take such other actions as may be necessary to effectuate the foregoing resolutions.”

Finally, the Joint Written Action served to assure that each of the ratified corporate actions is considered to have been done in compliance with the provisions of the NRS.

Item 9. Other Events.

The information set forth in Item 7. Departure of Certain Officers is incorporated by reference into this Item 9.

SIGNATURES

Pursuant to the requirements of Regulation A, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.