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): ~~March~~September 1228, 2021

Neuropathix, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

000-55657

46-2645343

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3805 Old Easton Road

Doylestown, PA 18902

(Address of Principal Executive Offices)

(858) 883-2642

(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

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 ☒

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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~March~~September 1228, 2021, Neuropathix, Inc., a Delaware corporation (the “Company”), ~~executed~~issued ~~that~~a ~~certain~~press ~~second~~release ~~amendment~~announcing that its tosubsidiary ~~the~~Kannalife ~~Company’s~~Sciences, ~~2019~~Inc. ~~Equity~~was ~~Incentive~~awarded ~~Plan~~a to$2.97 ~~(i)~~million ~~replace~~Phase ~~all~~2 ~~references~~STTR toStudy ~~“Kannalife,~~Grant ~~Inc.,”~~from the ~~Company’s former~~National ~~name,~~Institute toof ~~“Neuropathix,~~Neurological Disorders ~~Inc.,”~~ and Stroke (iiNINDS) ~~increase~~of the ~~number~~National Institutes of ~~shares~~Health (NIH). A copy of ~~Company~~this ~~common~~press ~~stock~~release ~~authorized~~is ~~for~~attached hereto as Exhibit 99.1 ~~issuance~~and ~~thereunder~~is ~~from~~being ~~11,250,000~~furnished towith ~~20,000,000~~this ~~shares~~Current ~~(the~~Report on Form 8-K (“~~Plan~~Current ~~Amendment~~Report”).

The ~~Plan~~information ~~Amendment~~set ~~was~~forth ~~approved~~under byItem ~~the~~7.01 ~~Company’s Board~~ of ~~Directors~~this onCurrent ~~March 12~~Report, ~~2021~~including Exhibit 99.1 ~~The~~attached ~~Plan~~hereto, ~~Amendment~~is ~~remains~~being ~~subject~~furnished toand shall not ~~shareholder~~be ~~approval,~~deemed ~~which~~“filed” for purposes of Section 18 of the ~~Company~~Securities ~~shall~~Exchange ~~undertake~~Act toof ~~obtain~~1934, as ~~soon~~amended as(the ~~reasonably~~“Exchange ~~practicable~~Act”), or ~~but~~otherwise insubject noto ~~even~~the ~~later~~liabilities ~~than one~~of ~~year~~such ~~from~~section. ~~the~~The ~~amendment~~information ~~date~~in Item 7.01 Inof ~~the~~this ~~event~~Current ~~that~~Report, ~~the~~including ~~Company~~Exhibit ~~does~~99.1, shall not ~~obtain~~be ~~the~~incorporated ~~requisite~~by ~~shareholder~~reference ~~approval~~into any filing under the Securities Act of 1933, as amended, or the ~~Plan~~Exchange Act, regardless ~~Amendment~~of ~~within~~any ~~one~~incorporation ~~year~~by reference language in any such filing, ~~the~~except ~~Plan~~as ~~Amendment~~expressly ~~shall~~set forth by specific reference in such a filing. This Current Report will not be ~~effective.~~deemed Aan ~~copy~~admission ofas to the ~~Plan~~materiality ~~Amendment~~of isany ~~attached~~information ~~hereto~~in asthis ~~Exhibit~~Current Report that is required ~~10.1~~to ~~and~~be ~~incorporated~~disclosed solely by ~~reference~~Regulation ~~herein~~FD.

~~Item~~Forward ~~9.01~~Looking ~~Financial~~ Statements ~~and Exhibits~~

~~(d)~~This ~~Exhibits~~Current Report, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report and Exhibit 99.1 are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Exhibit Number	Description
10.1	Second Amendment to Neuropathix, Inc. (formerly Kannalife, Inc.) 2019 Equity Incentive Plan, effective as of March 12, 2021

In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report, including Exhibit 99.1, are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements due to risks, uncertainties and other factors described in the Company’s press releases and in its filings with the Securities and Exchange Commission (“SEC”), including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of September 28, 2021 (furnished herewith)

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.

	NEUROPATHIX, INC.
Dated: March 17, 2021	By:	/s/ Dean Petkanas
Dated: September 28, 2021	By:	/s/ Dean Petkanas
	Dean Petkanas
	Chief Executive Officer and Chairman

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