Item 1.01 Entry into a Material Definitive Agreement.

On February 10, 2021, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the "Company"), entered into a letter agreement with Lyons Capital LLC ("Lyons Capital"), pursuant to which the Company agreed to issue and sell to Lyons Capital 3,500,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), and two warrants to purchase an aggregate of 3,500,000 additional shares of Common Stock, the terms of such warrants are further discussed below, for an aggregate purchase price of $1,207,500 (the "Transaction").

On February 17, 2021, the Company and Lyons Capital executed a Common Stock Purchase Agreement (the "SPA") and two warrants (each a "Warrant, and together, the "Warrants") memorializing the definitive terms of the Transaction. The effective date of the SPA and Warrants is February 10, 2021.

The first warrant ("Warrant No. 1) grants Lyons Capital the right to purchase up to 1,750,000 shares of Common stock at an exercise price of $0.22 per share. The second warrant ("Warrant No. 2," and together with Warrant No. 1, the "Warrants") grants Lyons Capital the right to purchase up to an additional 1,750,000 shares of Common stock at an exercise price of $0.27 per share. The Warrants are exercisable immediately, will expire five years from the date of issuance, and contain customary provisions allowing for adjustment to the exercise price and number of shares of Common Stock issuable upon exercise in the event of any stock dividend, recapitalization, reorganization, reclassification, or similar transaction. Lyons Capital has the right to exercise the Warrants at any time; provided, however, that subject to limited exceptions, Lyons Capital may not exercise any portion of the Warrants if Lyons Capital, together with any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise.

In addition to the foregoing, the SPA and the Warrants provide Lyons Capital with certain piggyback registration rights with respect to the shares of Common Stock issued in connection with the Transaction and the shares of Common Stock issuable upon exercise of the Warrants.

The foregoing descriptions of the SPA and Warrants are not complete and are qualified in their entirety by references to the full text of the Common Stock Purchase Agreement, Warrant No. 1 and Warrant No. 2, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The shares of Common Stock and the Warrants, together with any Common Stock issuable upon exercise thereof, were sold and issued without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
Number    Description
10.1        Common Stock Purchase Agreement, dated February 17, 2021
10.2        Warrant No. 1, effective February 10, 2021
10.3        Warrant No. 2, effective February 10, 2021




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