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): ~~November~~March 2926, ~~2024~~2025

CannaPharmaRX, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-251016

27-4635140

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite 3600, 888—3rd Street SW

Calgary, Alberta, Canada T2P 5C5

(Address of principal executive offices, including zip code)

(949) 652-6838

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐	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

Common Stock, par value $0.0001 per share

CPMD

OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 45.0102 ~~Change~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(a)~~ Appointment of ~~New~~Interim ~~Independent Registered Public Accounting Firm~~CEO

OnThe ~~Friday~~Board ~~November~~appointed ~~29,~~Constantine ~~2024,~~Nkafu ~~CannaPharmaRX,~~to ~~Inc~~serve as the Company’s interim CEO. (Mr. Nkafu has been in charge of the “Company”,’s ~~“we”,~~operations ~~“us”,~~for ~~“our”)~~the ~~engaged~~past several months. In connection with abecoming ~~new~~interim ~~auditor~~CEO, ~~Barzily~~Mr. &Nkafu ~~Co.~~and ~~(“Barzily”)~~the toCompany ~~serve~~entered asinto ~~our~~an ~~independent~~employment ~~registered~~agreement. ~~public~~Mr. ~~accounting~~Nkafu ~~firm~~was ~~for~~also appointed to the ~~fiscal~~Company’s ~~year~~Board ~~ending~~and ~~December~~his ~~31,~~biographical ~~2024~~information is included in that section below.

~~During~~Mr. ~~the~~Nkafu ~~Company’s~~is ~~two~~also ~~most recent fiscal years ended December 31, 2023 and December 31, 2022, neither~~ the ~~Company~~CEO ~~nor anyone acting on its behalf has consulted with Brazily, regarding either: (i) the application~~ of ~~accounting principles to a specific transaction, completed or proposed, or~~ the ~~type of audit opinion that might be rendered on the~~ Company’s ~~consolidated~~subsidiary ~~financial~~2323414 ~~statements,~~Alberta ~~and~~Ltd. ~~neither~~(“2323414 aAlberta”) ~~written~~Mr. ~~report~~Nkafu ~~nor~~has ~~oral~~an ~~advice~~employment ~~was~~agreement ~~provided~~with to2323414 ~~the~~Alberta ~~Company~~ that ~~Brazily~~pays ~~concluded~~him ~~was~~$97,000 anannually ~~important~~plus ~~factor~~participation ~~considered by the Company~~ in ~~reaching a decision as to~~ any ~~accounting,~~fringe ~~auditing,~~benefits or ~~financial~~bonus ~~reporting~~plans ~~issue,~~for or2323414 ~~(ii)~~Alberta ~~any~~employees. ~~matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K)~~

Item 9.01		Financial Statements and Exhibits.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Appointment of New Directors

2In connection with the agreement with LTB Management, LLC entered into on November 22, 2023, holder of Series C Preferred Shares, Amir Tal, has subsequently received the right to appoint, or designate, three individuals to the Company’s Board of Directors. Pursuant to such right, Messrs. Constantine Nkafu, Company’s interim CEO, and Elliot Zemel, have now been appointed to the Board.

~~SIGNATURES~~Mr. Nkafu has extensive experience in the Pharmaceutical, Cannabis, and Medical Device industries. He has supported submissions to the FDA, Health Canada, and other jurisdictions. Mr. Nkafu’s roles in Quality and Regulatory affairs have given him insight into how to set up and run complex operations and meet both the customer and regulatory requirements for a given jurisdiction. As CEO, Mr. Nkafu ensures the operations are meeting all the requirements by fostering healthy relationships between employees and providing the necessary guidance to make sure the company is meeting corporate objectives. For the past decade, Constantine has successfully led operations from start-up to becoming fully operational.

~~Pursuant~~Mr. toZemel, ~~the~~age ~~requirements~~40, ofhas ~~the~~work ~~Securities~~experience ~~Exchange~~has ~~Act~~been in operations of ~~1934~~multiple business including healthcare, ~~the~~e-commerce, ~~registrant~~and real estate management. He has ~~duly~~been ~~caused~~investing ~~this~~in ~~report~~both toreal beproperty ~~signed~~and onventure ~~its~~capital ~~behalf~~as byan ~~the~~LP ~~undersigned~~and ~~hereunto~~GP ~~duly~~for ~~authorized~~over 20 years and has a penchant for identifying breakthrough companies. Mr. Zemel has networks and international distribution channels in the cannabis industry.

	CANNAPHARMARX, INC.
November 29, 2024	By:	/s/ Rick Orman
	Name:	Rick Orman
	Title:	Chairman

Each of Messrs. Nkafu and Zemel have authorization from Health Canada to serve as a director of a Canadian cannabis company. Messrs. Zemel and Nkafu are expected to enter into indemnification agreements with the Company. The Company does not currently have a compensation plan for directors, but when the Company adopts such a compensatory plan, it is expected that Messrs. Nkafu and Zemel will be subject to said compensation plan. As a follow-up note, previously Mr. Adam Mindle was appointed to the Board of Directors pending approval from Health Canada. Ultimately, Mr. Mindle decided to not pursue approval from Health Canada and was never became a board member. After the appointment of Messrs. Nkafu and Zemel, the Company’s Board of Directors consists of Richard Orman, Dominic Colvin, Anthony Michael Panek, Constantine Nkafu, and Elliot Zemel.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CANNAPHARMARX, INC.

March 26, 2025	By:	/s/ Rick Orman
	Name:	Rick Orman
	Title:	Chairman, Board of Directors

Filing Compare · CANNAPHARMARX, INC.