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

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~Earliest Event Reported): March 21, 2022

~~Date of Report (Date of Earliest Event Reported): September 28~~NEUROPATHIX, ~~2021~~ INC.

~~Neuropathix,~~(Exact ~~Inc.~~name of registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware		000-55657		46-2645343
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware	000-55657	46-2645343
3805 Old Easton Road, Doylestown, PA	18902
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

3805 Old Easton Road

Doylestown, PA 18902

(Address of Principal Executive Offices)

(858) 883-2642

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~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))

☐ 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~~Symbols(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 71.01 Entry ~~Regulation~~into FDa ~~Disclosure.~~Material Definitive Agreement

On ~~September~~March 2821, ~~2021~~2022, Neuropathix, Inc., ~~a Delaware corporation~~ (the “"Company”"), issued athree ~~press~~(3) ~~release~~convertible ~~announcing~~notes ~~that~~on ~~its subsidiary~~identical ~~Kannalife~~terms ~~Sciences,~~to ~~Inc.~~three ~~was~~private ~~awarded~~investors having aan ~~$2.97~~aggregate ~~million~~face ~~Phase~~value ~~2 STTR Study Grant from the National Institute~~ of ~~Neurological Disorders~~$150,000 ~~and Stroke~~ (~~NINDS) of~~ the ~~National~~"Convertible ~~Institutes of Health (NIH~~Notes"). AThe ~~copy~~Convertible ofNotes ~~this~~were ~~press~~issued ~~release~~in isexchange ~~attached~~for ~~hereto as Exhibit 99.1~~an ~~and~~aggregate isof ~~being~~$150,000 ~~furnished~~cash ~~with~~received ~~this~~by ~~Current~~the ~~Report on Form 8-K (“Current Report”)~~Company.

~~The~~Each ~~information~~of ~~set~~the ~~forth~~Convertible ~~under~~Notes ~~Item~~is ~~7.01~~(i) ofunsecured; ~~this~~(ii) ~~Current~~bears ~~Report,~~interest ~~including~~at ~~Exhibit~~a ~~99.1~~rate ~~attached~~of ~~hereto,~~3% isper ~~being~~annum; ~~furnished~~(iii) ~~and~~matures ~~shall~~on ~~not be~~March ~~deemed~~21, ~~“filed”~~2032; ~~for~~and ~~purposes~~(iv) ofin the ~~Section~~sole 18discretion of the ~~Securities~~holder, ~~Exchange~~is ~~Act of 1934~~convertible, asin ~~amended~~whole ~~(the~~or ~~“Exchange~~in ~~Act”)~~part, or ~~otherwise~~into ~~subject~~restricted toshares ~~the liabilities~~ of ~~such~~the ~~section.~~Company's ~~The~~common ~~information~~stock inat ~~Item~~a ~~7.01~~conversion price ofequal ~~this~~to ~~Current~~the ~~Report,~~lesser ~~including~~of ~~Exhibit 99~~$0.~~1, shall~~01 ~~not~~or be70% ~~incorporated~~of bythe ~~reference~~average ~~into~~of ~~any~~the ~~filing~~two ~~under~~(2) ~~the~~lowest ~~Securities~~closing ~~Act~~prices of ~~1933,~~the asCompany’s ~~amended,~~common orstock in the ~~Exchange~~ten ~~Act,~~(10) ~~regardless of~~trading ~~any~~days ~~incorporation~~preceding byany ~~reference~~particular ~~language~~conversion, inprovided, ~~any~~the ~~such~~holder ~~filing,~~is ~~except~~prohibited asfrom ~~expressly~~converting ~~set~~the ~~forth~~convertible bynote, or ~~specific~~portion ~~reference~~thereof, inif such aconversion ~~filing. This~~would ~~Current~~result ~~Report~~in ~~will~~beneficial ~~not~~ownership beby ~~deemed~~the anholder ~~admission~~and asits toaffiliates ~~the materiality~~ of ~~any~~more ~~information~~than in4.9% ~~this~~of ~~Current~~Company’s issued ~~Report~~and ~~that~~outstanding iscommon ~~required to~~stock beas ~~disclosed~~of ~~solely~~the bydate ~~Regulation~~of FDthe conversion.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~summary of the Convertible Notes does not purport to be complete and is subject to, and qualified in its entirety, by reference to the form of Convertible Note attached hereto as Exhibits 10.1, which is incorporated herein by reference.

~~This~~Item ~~Current Report, including Exhibit 99~~2.1,03 Creation ~~contains forward-looking statements within the meaning~~ of ~~the~~a ~~Private~~Direct ~~Securities~~Financial ~~Litigation~~Obligation ~~Reform Act~~or ofan ~~1995.~~Obligation ~~All~~under ~~statements~~an ~~other~~Off-Balance ~~than~~Sheet ~~statements~~Arrangement of ~~historical~~a ~~fact contained in this Current Report and Exhibit 99~~Registrant.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.

InThe ~~addition,~~information ~~projections,~~set ~~assumptions~~forth ~~and estimates of the Company’s future performance and the future performance of the markets~~ in ~~which~~Item 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~~.01 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 8-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 incorporated herein ~~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 otherwisereference.

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 herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit #		Description
99.1	Press Release, dated as of September 28, 2021 (furnished herewith)
10.1		Form of Convertible Note dated March 21, 2022.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEUROPATHIX, INC.
Dated: September 28, 2021	By:	/s/ Dean Petkanas
Dated: March 25, 2022	By:	/s/ Dean Petkanas
	Dean Petkanas
		Name: Dean Petkanas
	Chief Executive Officer and Chairman
		Chief Executive Officer

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