UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~December 191, 2019

NOTOX TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-34911		None
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

95 Mural Street, Suite 600

Richmond Hill, Ontario, Canada

L4B 3G2

(Address of principal executive offices)

(Zip Code)

(519) 421-1900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01	Entry into a Material Definitive Agreement

Item 2.01	Completion of Acquisition or Disposition of Assets

On ~~July~~December 191, 2019, Notox Technologies Corp. (the “Company”) entered into ~~binding~~an ~~letter~~option ofand ~~intent~~put agreement (the “~~LOI~~Definitive Agreement”) with Xthetica Inc. (“~~Xthetica~~NewCo”), a ~~private~~newly ~~Ontario,~~incorporated ~~Canada~~Nevada corporation, and Manny Kapur, the sole shareholder of NewCo, pursuant to which Mr. Kapur granted the Company ~~agreed~~the sole and exclusive right and option to ~~acquire all~~purchase all of the issued and outstanding capital stock of ~~Xthetica~~NewCo ~~Inc.~~ (the “NewCo Stock”), ain ~~newly~~exchange ~~incorporated~~for ~~Nevada corporation owned by~~ the ~~sole~~issuance ~~shareholder~~ of ~~Xthetica, from that shareholder in exchange for~~ an aggregate of up to 10,000,000 ~~restricted~~ shares of the Company’s common stock and warrants to purchase up to 10,000,000 ~~restricted~~ shares of the Company’s common stock~~, in~~. ~~each~~The ~~case~~option ~~issuable~~is exercisable by the Company in tranches over a period of three years beginning on January 1, 2021.

~~NewCo~~Each ~~was~~share ~~recently~~issued ~~formed~~upon ~~for~~ the ~~purpose~~exercise of ~~acquiring~~an ~~100%~~option ofwill ~~the~~be ~~right,~~issued ~~title~~at ~~and~~a ~~interest~~deemed inprice ~~and~~per share equal to ~~certain~~the ~~assets~~value ~~owned~~of bythe ~~Xthetica~~Company’s ~~(collectively,~~common stock on the ~~“Assets”),~~OTCQB ~~including~~(or ~~Xthetica’s~~such ~~rights~~other ~~and~~stock ~~obligations~~exchange ~~under~~or aquotation ~~series~~medium ofon ~~distribution~~which ~~agreements with~~the ~~manufacturers~~shares ofare ~~medical~~then ~~aesthetics~~trading) ~~products~~on the date of issuance, ~~access~~while toeach ~~all~~warrant issued upon the exercise of ~~Xthetica’s~~an ~~current~~option ~~inventory~~will ~~for~~be ~~the~~exercisable ~~purpose~~into one share of ~~selling~~ the ~~same,~~Company’s common ~~and~~stock ~~the~~at ~~goodwill~~a price of ~~Xthetica~~US$1.40 ~~The~~per ~~effective~~share ~~date~~for a period of three years from the ~~Asset~~date ~~acquisition~~of isissuance, ~~expected~~subject to bestandard ~~July~~adjustments for 1stock splits, ~~2019~~stock dividends and the like.

Pursuant to the ~~LOI~~Definitive Agreement, the ~~parties~~Company ~~have~~granted ~~agreed~~Mr. toKapur ~~work~~a ~~together~~corresponding toseries ~~determine~~of ~~the~~put ~~appropriate~~rights ~~structure~~covering ~~for~~ the ~~proposed~~NewCo ~~transaction~~Stock, ~~(the~~also ~~“Transaction”)~~exercisable in tranches over a period of three years beginning on January 1, ~~which~~2021. ~~will~~Each beput ~~governed~~right byallows Mr. Kapur to cause the Company to purchase up to a ~~definitive~~certain ~~agreement~~number ~~that~~of ~~set~~shares ~~outs~~of NewCo Stock in ~~full~~exchange for the ~~terms~~issuance of ~~the~~a ~~Transaction.~~certain number of shares ~~The~~of ~~definitive~~the ~~agreement~~Company’s iscommon ~~expected~~stock plus warrants to bepurchase ~~executed~~shares asof ~~soon~~the Company’s stock on the same terms as ~~reasonably~~described above. ~~practicable~~Importantly, ~~and~~the inexercise ~~any~~of ~~event~~each onput orright ~~before~~is ~~August~~subject 15to Xthetica Canada Inc. (“Xthetica CA”), a newly incorporated ~~2019,~~Canadian ~~with~~federal ~~the~~corporation ~~closing~~and ~~date~~subsidiary of the ~~Transaction~~Company, noachieving ~~later~~certain ~~than~~EBITDA 30milestones ~~days~~in ~~thereafter~~each ~~(or~~of ~~such~~its ~~other~~financial ~~date~~ years, as reflected in the ~~parties~~audited ~~may~~financial ~~agree~~statements ~~upon in~~of ~~writing)~~Xthetica CA.

~~The~~Assuming ~~shares~~the ~~and~~full ~~warrants~~exercise ~~issuable~~of by the ~~Company~~option toor ~~the~~put ~~sole~~rights, ~~shareholder~~ of ~~Xthetica~~which orthere ~~his~~is ~~assigns~~no ~~are~~guarantee, ~~anticipated~~NewCo towill bebecome ~~issued~~a aswholly owned subsidiary of ~~follows:~~the Company.

In connection with the execution and delivery of the Definitive Agreement, Xthetica Inc. (a“Xthetica”), 1a private Ontario,~~000~~ Canada corporation owned by Mr. Kapur,~~000~~ ~~shares~~entered ~~and~~into 1an assignment agreement with Xthetica CA,~~000,000~~ ~~warrants~~in onthe orform ~~before~~attached ~~December~~as 31Appendix 1 to the Definitive Agreement, ~~2019;~~pursuant ~~(b)~~to 3which Xthetica assigned 100% of its right,~~000,000~~ ~~shares~~title and ~~3,000,000~~interest ~~warrants~~in onand orto ~~before~~certain ~~December~~assets to 31Xthetica CA effective July 1, ~~2020;~~2019. The assets include Xthetica’s rights and ~~(c)~~obligations ~~6,000,000~~under ~~shares~~a series of license and distribution ~~6,000,000~~agreements ~~warrants~~with onmanufacturers orof ~~before~~medical ~~December~~aesthetics 31products, ~~2021~~certain of Xthetica’s inventory, and the goodwill of Xthetica.

~~Each~~The ~~share~~foregoing ~~will~~description beof ~~issued~~the atDefinitive aAgreement ~~deemed~~includes ~~price~~a ~~per~~summary ~~share~~of ~~equal~~all to the ~~value~~material ofprovisions ~~the~~but ~~Company’s~~is ~~common~~qualified ~~stock~~in onits ~~the OTCQB (or such~~entirety ~~other~~by ~~stock~~reference ~~exchange~~to ~~or quotation medium on which~~ the ~~shares~~complete ~~are~~text ~~then trading) on the date~~ of ~~issuance, while each warrant will be exercisable into one share of~~ the ~~Company’s~~Definitive ~~common~~Agreement ~~stock~~filed atas aExhibit ~~price of US$1~~10.405 ~~per share for a period of three (3) years from the date of issuance, subject~~ to ~~standard~~this ~~adjustments~~report ~~for stock splits, stock dividends~~ and ~~the~~incorporated ~~like~~herein by reference.

~~The~~There ~~LOI~~is ~~also~~no ~~requires~~material relationship between the Company ~~to cause a new wholly owned subsidiary (“SubCo”) to enter into employment~~ or ~~consulting agreements~~its inaffiliates ~~form~~ and ~~substance acceptable to~~ Xthetica, ~~with~~NewCo aor ~~maximum~~Mr. ofKapur, ~~seven~~except that (7a) ~~individuals recommended to~~ the Company by and Xthetica. ~~The~~were ~~particulars~~previously ofparties ~~the~~to ~~employment~~a ~~and~~binding ~~consulting~~letter ~~arrangements,~~of ~~including~~intent ~~the~~that ~~compensation~~was ~~payable~~superseded by the ~~Company~~Definitive Agreement, and (~~through SubCo~~b) to the Company ~~individuals,~~previously ~~are~~engaged ~~currently~~Mr. ~~being~~Kapur ~~negotiated~~to assist in ~~good faith by~~ the ~~Company,~~process ~~Xthetica~~of ~~and~~searching ~~the~~for ~~applicable~~a ~~individuals, and~~full ~~the~~time ~~LOI~~CEO ~~specifically~~for ~~grants~~ the Company ~~the right to solicit and engage those persons~~.

~~The LOI~~Item ~~includes~~9.01 aFinancial ~~number~~Statements ~~of closing conditions, including the completion of satisfactory due diligence by the Company, the completion of the assignment of the Assets by Xthetica to NewCo,~~ and the satisfactory review by the parties of the tax and securities implications of the proposed transaction. As of the date of this report, the Company’s due diligence investigation has largely been completed; however, the Company has the ability to terminate the LOI at any time prior to the close of business on July 31, 2019 should the remaining due diligence or the consequences of concluding the transaction prove unsatisfactory.Exhibits

Upon the completion of the Transaction, of which there is no guarantee, NewCo will become a wholly owned operating subsidiary of the Company.

Exhibit Number		Exhibit Description
10.5		Option and Put Agreement dated December 1, 2019 with Xthetica Inc. and the sole shareholder of Xthetica Inc.

There is no material relationship between the Company or its affiliates and Xthetica or the sole shareholder of Xthetica, except that the Company previously engaged the sole shareholder to assist in the process of searching for a full time CEO for the Company.

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.

Dated: July 23, 2019	NOTOX TECHNOLOGIES CORP.
Dated: December 10, 2019	NOTOX TECHNOLOGIES CORP.
	By:	/s/ John Marmora
		John Marmora
		President, Chief Financial Officer, Secretary, Treasurer, Director

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