Cannabis Bioscience Enters Material Definitive Agreement

TL;DR

Cannabis Bioscience just signed a big deal, filing an 8-K on 3/14/24.

AI Summary

On March 14, 2024, Cannabis Bioscience International Holdings, Inc. entered into a material definitive agreement. The company, formerly known as CHINA INFRASTRUCTURE CONSTRUCTION Corp and FIDELITY AVIATION CORP, is based in Houston, TX, and operates in commercial physical & biological research.

Why It Matters

This filing indicates a significant new contract or partnership for Cannabis Bioscience International Holdings, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing is a standard 8-K for a material definitive agreement, but without details on the agreement's nature or terms, the specific risks are unclear.

Key Players & Entities

• Cannabis Bioscience International Holdings, Inc. (company) — Registrant
• CHINA INFRASTRUCTURE CONSTRUCTION Corp (company) — Former Company Name
• FIDELITY AVIATION CORP (company) — Former Company Name
• March 14, 2024 (date) — Date of earliest event reported
• 6201 Bonhomme Road, Suite 466S, Houston, TX 77036 (location) — Business and Mail Address

FAQ

Key Financial Figures

• $66,000 — ch 14, 2024, in the principal amount of $66,000 (the "Note"). The Note was subject to a
• $11,000 — t to an "original issuance discount" of $11,000 and to an "initial interest charge" of
• $8,580 — of the principal amount of the Note, or $8,580. The Registrant paid the Lender a due d
• $1,500 — paid the Lender a due diligence fee of $1,500 and the Lender's counsel legal fees of
• $3,500 — and the Lender's counsel legal fees of $3,500 from the proceeds of the Note. The net
• $50,000 — st change and payment of said fees were $50,000. The transactions contemplated by the
• $37,290 — installments, as follows: a payment of $37,290 on September 15, 2024, and payments of
• $9,322.50 — on September 15, 2024, and payments of $9,322.50 on each of October 15, 2024, November 1
• $2,000 — pay to the Lender liquidated damages of $2,000 per day after the expiration of such pe

Filing Documents

• cannabisbio_8k.htm (8-K) — 29KB
• cannabisbio_ex1001.htm (EX-10.1) — 74KB
• cannabisbio_ex1002.htm (EX-10.2) — 71KB
• 0001683168-24-001817.txt ( ) — 377KB
• cbih-20240314.xsd (EX-101.SCH) — 3KB
• cbih-20240314_lab.xml (EX-101.LAB) — 33KB
• cbih-20240314_pre.xml (EX-101.PRE) — 22KB
• cannabisbio_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 14, 2024, the Registrant and 1800 Diagonal Lending LLC, a Virginia limited liability company, entered into a Securities Purchase Agreement (the "SPA"), under which the Registrant agreement to make, and the Lender agreed to purchase a promissory note, dated as of March 14, 2024, in the principal amount of $66,000 (the "Note"). The Note was subject to an "original issuance discount" of $11,000 and to an "initial interest charge" of 13% of the principal amount of the Note, or $8,580. The Registrant paid the Lender a due diligence fee of $1,500 and the Lender's counsel legal fees of $3,500 from the proceeds of the Note. The net proceeds received by the Registrant after the original issuance discount, the initial interest change and payment of said fees were $50,000. The transactions contemplated by the SPA and the Note were closed on March 18, 2024. The Registrant is using the net proceeds for general working capital purposes. The Note requires the Registrant to repay the Lender in five installments, as follows: a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on each of October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025. Each of these payments includes accrued interest. The Note requires the Registrant to reserve a sufficient number of shares of its common stock ("Common Stock") to provide for the issuance of Common Stock upon the full conversion of the Note (the "Reserve"), such that the Registrant is required at all times to reserve three times the number of shares that are issuable upon full conversion of the Note, to be increased or decreased based on the conversion price of the Note from time to time. The Registrant has established an initial reserve of 435,164,835 shares. Upon the occurrence and during the continuation of any Event of Default, as defined in the Note, it shall become immediately due and payable and the Registrant shall pay to the Le

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1 Securities Purchase Agreement, dated March 14, 2024, by and between the Registrant and 1800 Diagonal Lending LLC. 10.2 Promissory Note, dated March 14, 2024, made by the Registrant in favor of 1800 Diagonal Lending LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. By: /s/ Dante Picazo Dante Picazo Chief Executive Officer Dated: March 28, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR