UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~March ~~of Report (Date of earliest event reported): September 29~~8, ~~2023~~2024

Date of Report

(Date of earliest event reported)

THC Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-~~55994~~555994	26-0164981
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11700 W Charleston Blvd. #73 Las Vegas, Nevada		89135
(Address of principal executive offices)		(Zip Code)

11700 W. Charleston Blvd., #73

~~(833)-420-8428~~Las Vegas, NV 89135

(~~Registrant’s telephone number, including area code~~833) 420-8428

~~Not~~(Address ~~applicable~~and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)

~~(former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below~~to ifRule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~☐ isSoliciting ~~intended~~material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-12 under the ~~filing~~Exchange ~~obligation~~Act of☐ ~~the~~Pre-commencement ~~registrant~~communications ~~under~~pursuant ~~any~~to ofRule 14d-2(b) under the ~~following~~Exchange ~~provisions~~Act ~~(see~~☐ ~~General~~Pre-commencement ~~Instruction~~communications ~~A.2.~~pursuant ~~below~~to Rule 13e-4(c): under the Exchange Act

☐ 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)

☐ Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 34.~~02.~~01 ~~Unregistered~~Changes ~~Sales~~in ofRegistrant’s ~~Equity~~Certifying ~~Securities~~Accountant.

~~The~~(a) ~~disclosure~~On inMarch ~~Item~~8, 52024, the Company received a letter from the Securities and Exchange Commission informing the Company that the Public Accounting Oversight Board has revoked the registration of our auditor, Gries & Associates, LLC (“Gries”).02 Accordingly, ~~below~~that issame ~~incorporated~~day, bythe ~~reference~~Board ~~into~~of ~~this~~Directors ~~Item~~of 3Registrant approved the dismissal of Gries and dismissed Gries as the independent certifying accountant for the Registrant that same day.02 None of the reports of Gries on the Registrant's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s audited financial statements for the year ended July 31, 2023 contained a going concern qualification in the Registrant's audited financial statements.

~~Item~~During ~~5.01.~~the ~~Changes~~two inmost ~~Control~~recent fiscal years and any subsequent interim period preceding Gries’s dismissal, there were no disagreements with Gries on any matter of ~~Registrant~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Gries concerning the subject matter of each of such disagreements would have caused them to make reference thereto in their report on the financial statements.

The ~~disclosure~~Registrant provided a copy of the foregoing disclosures to Gries prior to the date of the filing of this Current Report on Form 8-K and requested that Gries furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in ~~Item~~this 5described herein.02 We ~~below~~have ishad ~~incorporated~~no byresponse ~~reference~~from ~~into~~Gries since the date of our request and prior to the filing of this ~~Item~~Current 5Report on Form 8-K.01 Upon receipt of the letter from Gries, we will file an amendment to this Current Report on Form 8-K to include the letter as an exhibit.

~~Item~~(b) ~~5.02.~~On ~~Departure~~March 8, 2024, the Registrant’s Board of Directors orapproved ~~Certain~~the ~~Officers;~~engagement ~~Election~~of Green Growth CPA’s (“Green Growth”), as the Registrant's independent accountant effective immediately to audit the Registrant’s financial statements and to perform reviews of ~~Directors;~~interim ~~Appointment~~financial statements. During the fiscal years ended June 31, 2023 through the date of ~~Certain~~this ~~Officers~~report, neither the Registrant nor anyone acting on its behalf consulted with Green Growth regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Registrant, or the type of audit opinion that might be rendered by Green Growth on the Registrant's financial statements; ~~Compensatory~~or ~~Arrangements~~(ii) any matter that was either the subject of ~~Certain~~a ~~Officers~~disagreement with Gries or a reportable event with respect to Gries.

On September 29, 2023, Brandon Romanek resigned as CEO of THC Therapeutics, Inc., a Nevada corporation (the “Company”), and Scott Cox was appointed as Interim CEO of the Company and as a member of its Board of Directors.2

Mr. Cox, age 51, has over 20 years of experience in the management and operations of public and private companies. Since November 2019, Mr. Cox has been the CEO of Verde Bio Holdings, Inc. (OTC: VBHI), and he has been a member of its Board of Directors since January 2020. Mr. Cox served as the President and COO of NewBridge Global Ventures, Inc. (OTC: NBGV) from October 2017 to September 2018, where he led a transition into the legal cannabis space and successful reverse merger with a family-owned consortium of companies. Since October 2015, Mr. Cox has served as a Principal in Basin Capital, Inc., a private family office focused on the acquisition and divestiture of oil and gas properties and various entrepreneurial ventures. Prior to Basin Capital, from July 2013 to October 2015, Mr. Cox served as Vice President of Land for Breitling Energy Corporation (OTC: BECC), where he was instrumental in acquiring over $20 million in producing and non-producing oil and gas properties. Prior to that he served as Director of Operations for Frontier Oilfield Services, Inc., from September 2012, where he helped lead a public company acquisition and roll-up of two privately owned oilfield service companies.SIGNATURES

InPursuant ~~consideration~~to ~~of Mr. Cox’s appointment,~~ the ~~Company~~requirements ~~issued Mr. Cox 600,000 shares~~ of ~~Series A Preferred Stock (~~the ~~“Shares”)~~Securities ~~valued~~Exchange atAct ~~$0.30/share, which issuance constituted a change~~ of ~~control~~1934, of the Company ashas ~~each~~duly ~~share~~caused ofthis ~~Series~~Report ~~A Preferred Stock is entitled~~ to ~~100~~be ~~votes~~signed ~~and converts into 100 shares of Company common stock. The Shares were issued to Mr. Cox in reliance~~ on ~~the~~its ~~exemption~~behalf ~~from registration provided~~ by ~~Section 4(a)(2) of~~ the ~~Securities~~undersigned ~~Act~~hereunto ofduly ~~1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation, and the transaction did not involve a public offering~~authorized.

		THC THERAPEUTICS, INC.

Dated: March 14, 2024		/s/ Scott Cox
		Scott Cox
		Principal Executive Officer

~~SIGNATURES~~3

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.

	THC Therapeutics, Inc.
Dated: October 6, 2023	By:	/s/ Scott Cox
		Scott Cox Interim Chief Executive Officer

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