Cannabis Bioscience Enters Material Definitive Agreement
Ticker: CBIH · Form: 8-K · Filed: Jan 22, 2025 · CIK: 1411057
Sentiment: neutral
Topics: material-agreement, company-name-change
TL;DR
Cannabis Bioscience just signed a big deal, details to come.
AI Summary
On December 27, 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 headquartered in Houston, Texas.
Why It Matters
This filing indicates a significant new agreement 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 reporting a material agreement, but lacks specific details about the agreement's nature or financial implications, requiring further investigation.
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
- December 27, 2024 (date) — Date of earliest event reported
- Houston, Texas (location) — Business and Mail Address
FAQ
What is the nature of the material definitive agreement entered into by Cannabis Bioscience International Holdings, Inc. on December 27, 2024?
The filing does not specify the nature of the material definitive agreement, only that one was entered into on December 27, 2024.
What were the previous names of Cannabis Bioscience International Holdings, Inc.?
The company was formerly known as CHINA INFRASTRUCTURE CONSTRUCTION Corp and FIDELITY AVIATION CORP.
Where is Cannabis Bioscience International Holdings, Inc. located?
The company's business and mail address is 6201 Bonhomme Road, Suite 435N, Houston, Texas.
What is the IRS Employer Identification Number for Cannabis Bioscience International Holdings, Inc.?
The IRS Employer Identification Number is 84-4901299.
What is the fiscal year end for Cannabis Bioscience International Holdings, Inc.?
The fiscal year end for the company is May 31.
Filing Stats: 671 words · 3 min read · ~2 pages · Grade level 11.4 · Accepted 2025-01-22 15:47:43
Key Financial Figures
- $75,000 — he Registrant for the purchase price of $75,000 or $0.0003 per share. Because Mr. Jones
- $0.0003 — nt for the purchase price of $75,000 or $0.0003 per share. Because Mr. Jones is a direc
- $93,750 — he event that their market value is not $93,750 on December 31, 2025. The Company's obl
- $0.000375 — ce (as defined) shall on any day exceed $0.000375 per share. In the event of such demand,
Filing Documents
- cannabis_8k.htm (8-K) — 25KB
- cannabis_ex1001.htm (EX-10.1) — 101KB
- 0001683168-25-000479.txt ( ) — 319KB
- cbih-20241227.xsd (EX-101.SCH) — 3KB
- cbih-20241227_lab.xml (EX-101.LAB) — 33KB
- cbih-20241227_pre.xml (EX-101.PRE) — 24KB
- cannabis_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. The Registrant and John Jones have entered into a Stock Purchase Agreement, dated as of December 27, 2024, under which Mr. Jones purchased 250,000,000 shares of the Registrant for the purchase price of $75,000 or $0.0003 per share. Because Mr. Jones is a director of the Registrant, said agreement was a "conflicting interest transaction under Section 7-108-501 of the Colorado Revised Statutes. At a special meeting of the Registrant's board of directors held on December 27, 2024, the board of directors authorized said agreement, after disclosure of Mr. Jones' interest therein, by a majority of the disinterested directors. In addition to customary provisions, said agreement contains a covenant under which the Registrant is required to repurchase the shares, upon demand by Mr. Jones, in the event that their market value is not $93,750 on December 31, 2025. The Company's obligation to perform this covenant shall terminate. In the event that the Average Closing Price (as defined) shall on any day exceed $0.000375 per share. In the event of such demand, the Company may, at its sole option, in lieu of complying with the said covenant, pay to Mr. Jones the difference between (i) $93,750 and (ii) 250,000,000 multiplied by the Average Closing Price (as defined) as of December 31, 2025 (the "Demand Average Closing Price") (i) in cash, (ii) by the issuance to Mr. Jones of a number of shares of Common Stock determined by dividing such difference by the Demand Average Closing Price or (iii) a combination of (i) and (ii). The foregoing description of said agreement is a summary of its provisions and is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 10.1 to this report. Section 9 – Financial Statements and Exhibits
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1 Stock Purchase Agreement, dated as of December 27, 2024, by and between the Registrant and John Jones. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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: January 22, 2025 3