Cannabis Bioscience International Holdings Announces Key Corporate Changes

TL;DR

Cannabis Bioscience International Holdings filed an 8-K detailing a material agreement and board/officer changes.

AI Summary

Cannabis Bioscience International Holdings, Inc. announced on August 11, 2024, a material definitive agreement and changes in its board and officer appointments. The company also amended its articles of incorporation or bylaws. These events are detailed in their 8-K filing.

Why It Matters

Significant corporate actions like material agreements and leadership changes can impact a company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including a material definitive agreement and changes in directors and officers, which could signal strategic shifts or operational adjustments.

Key Players & Entities

• Cannabis Bioscience International Holdings, Inc. (company) — Filer of the 8-K report
• August 11, 2024 (date) — Date of the earliest event reported
• 0001411057 (company) — Central Index Key for Cannabis Bioscience International Holdings, Inc.

FAQ

Key Financial Figures

• $37,500 — Jones agreed make an initial payment of $37,500, due on September 15, 2024, under a Sec
• $291,451 — missory note in the principal amount of $291,451, dated April 30, 2024, made in their fa
• $5,000 — ayment due under the promissory note to $5,000 until it is paid in full, (iii) the Reg
• $250,000 — greement, he will make efforts to raise $250,000 in equity for the Registrant on terms s
• $50,000 m — d to be recorded. Vita will pay Alpha $50,000 monthly, payment to be made within 30 day
• $50,000 — the Vita Agreement, Alpha is receiving $50,000 per month for the initial 4-month term,
• $200,000 — month for the initial 4-month term, or $200,000 for the entire term and will receive li

Filing Documents

• cannabisbio_8k.htm (8-K) — 43KB
• cannabis_ex0301.htm (EX-3.1) — 9KB
• cannabis_ex1001.htm (EX-10.1) — 23KB
• cannabis_ex1002.htm (EX-10.2) — 52KB
• cannabis_ex1400.htm (EX-14) — 58KB
• cannabis_ex1900.htm (EX-19) — 55KB
• cannabis_ex97.htm (EX-99.1) — 38KB
• aa1.jpg (GRAPHIC) — 198KB
• aa2.jpg (GRAPHIC) — 59KB
• aa3.jpg (GRAPHIC) — 185KB
• 0001683168-24-005950.txt ( ) — 1111KB
• cbih-20240811.xsd (EX-101.SCH) — 3KB
• cbih-20240811_lab.xml (EX-101.LAB) — 33KB
• cbih-20240811_pre.xml (EX-101.PRE) — 22KB
• cannabisbio_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. (a) The Jones Agreement . On August 19, 2024, the Registrant, John Jones ("Jones") and Barbara Kamienski ("Kamienski") entered into an agreement (the "Jones Agreement") whereunder (i) Jones agreed make an initial payment of $37,500, due on September 15, 2024, under a Securities Purchase Agreement, dated as of March 14, 2024, by and between the Registrant and 1800 Diagonal Lending LLC, a Virginia limited liability company (the "Diagonal SPA"), (ii) Jones and Kamienski agreed to reduce (A) the rate of interest on a promissory note in the principal amount of $291,451, dated April 30, 2024, made in their favor by the Registrant, to 2.5% monthly, effective as of the date of the promissory note, and (B) the monthly payment due under the promissory note to $5,000 until it is paid in full, (iii) the Registrant agreed that Jones would be appointed director and treasurer of the Registrant, (iv) in consideration of Jones' services as treasurer, the Registrant agreed to issue to Jones 125,000,000 shares of its Common Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as treasurer on those dates and (v) Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock, during a period ending on the first anniversary of the Jones Agreement, he will make efforts to raise $250,000 in equity for the Registrant on terms satisfactory to it. Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock. A copy of the Jones Agreement is annexed to this Report as Exhibit 10.1 and the description of its provisions is qualified in its entirety by reference thereto. A description of the Diagonal SPA appears in the Registrant's Current Report on Form 8-K filed on March 28, 2024. (b) The Vita Agreement . On May 1, 2024, Vita Biotech Research LLC ("Vita") and Alpha Research Institute LLC ("Alpha"), the Registrant's wholly owned subsidiary, entered

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2024, pursuant to the Jones Agreement, Jones was appointed as a director by the board of directors, acting pursuant to the Registrant's by-laws, to fill the vacancy in the board of directors created by the death of Henry Levinski on December 29, 2023, and as treasurer of the Registrant. A description of the Jones Agreement appears in Section 1, Item 101, and is incorporated in this Item 5.02 by reference. Jones and Picazo are the sole members of Vita, with the interest therein being divided equally between them. Under the Vita Agreement, Alpha is receiving $50,000 per month for the initial 4-month term, or $200,000 for the entire term and will receive like amount for each 4-month renewal term and Vita is receiving the services described therein. A description of the Vita Agreement appears in Section 1, Item 101, and is incorporated in this Item 5.02 by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year. On August 12, 2024, the Registrant's articles of incorporation were amended to increase the number of shares designated as Series B Preferred Stock to 2,000. A copy of the amendment is annexed to this Report as Exhibit 3.1. 3 Section 8 - Other Events

01 Other Events

Item 8.01 Other Events. On August 11, 2024, the Registrant adopted a code of conduct, a copy of which is annexed to this Report as Exhibit 14. On August 11, 2024, the Registrant adopted an insider trading policy, a copy of which is annexed to this Report as Exhibit 19. On August 11, 2024, the Registrant adopted a clawback policy, a copy of which is annexed to this Report as Exhibit 97. Section 9 – Financial Statements and Exhibits Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 3.1 Amendment to RestatedArticles of Incorporation , filed on August 12, 2024. 10.1 Agreement, dated August 19, 2024, by and among the Registrant, John Jones and Barbara Kamienski. 10.2 Master Research Agreement, dated May 1, 2024, by and between Vita Biotech Research LLC and Alpha Research Institute LLC . 14 Code of Conduct . 19 Insider Trading Policy . 97 Clawback Policy . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: August 21, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR