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 8, 2021
CANNABIS GLOBAL, INC.
(Name of registrant in its charter)
| Nevada | | 333-146404 | | 99-0539775 |
| (State or jurisdiction of | | (Commission File | | (IRS Employer |
| incorporation or organization) | | Number) | | Identification No.) |
520 S. Grand Avenue, Suite 320, Los Angeles, CA 90071
(Address of principal executive offices)
(310) 986-4929
(Registrant’s telephone number)
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 Instructions 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 Symbols | Name of Exchange on Which Registered |
| Common | CBGL | None |
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.
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On November 8, 2021, the Company entered into a distribution contract with Humboldt Bliss, Ltd., a Barbadian Limited Company. Other than with respect to the entry into the material definitive agreement, no material relationship exists between the parties.
By virtue of the agreement, the Company appointed Humboldt Bliss as its exclusive distributor and seller for the Company’s Comply Bag® in North and Central America, the Caribbean and Europe. As consideration for the distribution rights, Humboldt Bliss agree to pay the Company 10% of its gross wholesale sales proceeds. Additionally, the Company granted Humboldt Bliss an option to purchase 51% of the authorized interests in Ethos Technology, LLC, The aggregate exercise price for the option is four million dollars payable in three installments.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | Location |
| 10.1 | Distribution Agreement | Filed Herewith |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded with 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.
| | CANNABIS GLOBAL, INC. |
| | | |
| Date: November 12, 2021 | By: | /s/ Arman Tabatabaei |
| | | Arman Tabatabaei (Principal Executive Officer) |
