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~~July 2919, 2019

NOTOX TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-34911

None

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

95 Mural Street, Suite 600

Richmond Hill, Ontario, Canada

L4B 3G2

(Address of principal executive offices)

(Zip Code)

(519) 421-1900

(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))

~~Item~~Securities registered ~~4.01~~pursuant ~~Changes~~to inSection ~~Registrant’s~~12(b) ~~Certifying~~of ~~Accountant~~the Act:

~~On March~~Title ~~29,~~of ~~2019,~~each ~~Notox~~class ~~Technologies~~Trading ~~Corp.~~ symbol(~~the “Company”) appointed Davidson & Company LLP (“Davidson”) as the Company’~~s ~~new independent registered public accountant, replacing DeVisser Gray LLP (“DeVisser”~~). ~~The~~Name ~~Company~~of ~~received~~each ~~DeVisser’s~~exchange ~~resignation as its independent registered public accountant~~ on ~~the same day,~~ which ~~resignation~~registered ~~was~~N/A ~~due~~N/A to what are commonly known as the mandatory audit rotation rules of the Securities and Exchange Commission (the “SEC”) as well as DeVisser’s desire to transition away from providing audit services to public companies that report under generally accepted accounting principles in the United States.N/A

~~The~~Indicate ~~reports~~by ofcheck ~~DeVisser~~mark ~~regarding~~whether the ~~Company’s~~registrant ~~financial~~is ~~statements~~an ~~for~~emerging ~~the~~growth ~~fiscal~~company ~~years~~as ~~ended~~defined ~~August~~in ~~31,~~Rule ~~2018~~405 ~~and~~of ~~2017~~the ~~did not~~Securities ~~contain~~Act ~~any~~of ~~adverse~~1933 ~~opinion or disclaimer~~ (§230.405 of ~~opinion~~this ~~and~~chapter) ~~were not qualified~~ or ~~modified~~Rule as12b-2 toof ~~uncertainty,~~the ~~audit~~Securities ~~scope~~Exchange ~~or accounting~~Act ~~principles,~~of ~~except~~1934 to(§240.12b-2 ~~indicate~~of ~~that~~this ~~there was substantial doubt about the Company’s ability to continue as a going concern~~chapter).

~~During~~Emerging ~~the~~growth ~~fiscal~~company years ended August 31, 2018 and 2017, and through March 29, 2019, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with DeVisser on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DeVisser, would have caused DeVisser to make reference thereto in connection with its report.[X]

~~During~~If ~~the~~an ~~fiscal~~emerging ~~years~~growth ~~ended August 31~~company, ~~2018~~indicate ~~and~~by ~~2017,~~check ~~and~~mark ~~through~~if ~~March 29, 2019,~~ the ~~Company~~registrant ~~did~~has elected not ~~experience~~to ~~any~~use ~~reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of~~ the ~~Company~~extended ~~discussed~~transition ~~with~~period ~~DeVisser the existence~~for ofcomplying ~~material~~with ~~weaknesses~~any innew ~~the~~or ~~Company’s~~revised ~~internal control over~~ financial ~~reporting,~~accounting asstandards ~~more~~provided ~~fully~~pursuant ~~described~~to inSection ~~the~~13(a) ~~Company’s annual~~of ~~report on Form 10-K for~~ the ~~fiscal~~Exchange ~~year ended August 31, 2018, filed on December 14, 2018 with the SEC~~Act. [ ]

~~The Company~~Item ~~requested~~1.01 ~~DeVisser~~Entry tointo ~~furnish it with~~ a ~~letter~~Material ~~addressed~~Definitive to the SEC stating whether or not DeVisser agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 5, 2019, is filed as Exhibit 16.1 to this current report on Form 8-K.Agreement

~~During~~On July 19, 2019, Notox Technologies Corp. (the “Company’s”) ~~fiscal~~entered ~~years~~into ~~ended~~binding ~~August~~letter 31of intent (the “LOI”) with Xthetica Inc. (“Xthetica”), ~~2018~~a ~~and~~private ~~2017~~Ontario, Canada corporation, pursuant to which the Company agreed to acquire all of the issued and ~~through~~outstanding ~~March~~capital ~~29,~~stock ~~2019~~of Xthetica Inc. (“NewCo”), ~~neither~~a newly incorporated Nevada corporation owned by the ~~Company~~sole ~~nor~~shareholder ~~anyone~~of onXthetica, from that shareholder in exchange for an aggregate of 10,000,000 restricted shares of the Company’s ~~behalf~~common ~~consulted~~stock ~~with~~and ~~Davidson~~warrants ~~regarding~~to ~~any~~purchase 10,000,000 restricted shares of the ~~following:~~Company’s common stock, in each case issuable over a period of three years.

~~(i)~~NewCo was ~~either~~recently formed for the ~~application~~purpose of ~~accounting~~acquiring ~~principles~~100% toof athe ~~specified transaction~~right, ~~either~~title ~~completed~~and orinterest ~~proposed,~~in orand ~~the~~to ~~type~~certain ofassets ~~audit~~owned ~~opinion~~by ~~that~~Xthetica (collectively, ~~might~~the be“Assets”), ~~rendered~~including ~~on the Company~~Xthetica’s ~~consolidated~~rights ~~financial statements,~~ and ~~neither~~obligations under a ~~written~~series ~~report~~of ~~nor~~distribution ~~oral~~agreements with ~~advice~~manufacturers ~~was~~of ~~provided~~medical aesthetics products, access to ~~the~~all ~~Company~~of ~~that~~Xthetica’s ~~Davidson~~current ~~concluded~~inventory ~~was~~for anthe ~~important~~purpose ~~factor~~of ~~considered~~selling the bysame, and the ~~Company~~goodwill inof ~~reaching~~Xthetica. aThe ~~decision~~effective asdate toof ~~any~~the ~~accounting,~~Asset ~~auditing~~acquisition oris ~~financial~~expected ~~reporting~~to ~~issue;~~be orJuly 1, 2019.

Pursuant to the LOI, the parties have agreed to work together to determine the appropriate structure for the proposed transaction (iithe “Transaction”), ~~any~~which ~~matter~~will be governed by a definitive agreement that ~~was~~set ~~either~~outs in full the ~~subject~~terms of athe ~~disagreement~~Transaction. The (definitive agreement is expected to be executed as ~~defined~~soon as reasonably practicable and in ~~Item~~any ~~304(a)(1)(iv)~~event ofon ~~Regulation~~or ~~S-K~~before ~~and~~August 15, 2019, with the ~~related~~closing ~~instructions~~date toof ~~Item~~the ~~304~~Transaction ofno ~~Regulation~~later ~~S-K)~~than 30 days thereafter (or asuch ~~reportable~~other ~~event~~date (as ~~defined~~the inparties ~~Item~~may ~~304(a)(1)(v)~~agree ofupon in ~~Regulation S-K~~writing).

~~Item~~The shares ~~9.01~~and ~~Financial~~warrants ~~Statements~~issuable ~~and~~by ~~Exhibits~~the Company to the sole shareholder of Xthetica or his assigns are anticipated to be issued as follows:

Exhibit Number		Exhibit Description
16.1		Letter from DeVisser Gray LLP to the Securities and Exchange Commission dated April 5, 2019

	(a)	1,000,000 shares and 1,000,000 warrants on or before December 31, 2019;

	(b)	3,000,000 shares and 3,000,000 warrants on or before December 31, 2020; and

	(c)	6,000,000 shares and 6,000,000 warrants on or before December 31, 2021.

Each share will be issued at a deemed price per share equal to the value of the Company’s common stock on the OTCQB (or such other stock exchange or quotation medium on which the shares are then trading) on the date of issuance, while each warrant will be exercisable into one share of the Company’s common stock at a price of US$1.40 per share for a period of three (3) years from the date of issuance, subject to standard adjustments for stock splits, stock dividends and the like.

The LOI also requires the Company to cause a new wholly owned subsidiary (“SubCo”) to enter into employment or consulting agreements in form and substance acceptable to Xthetica with a maximum of seven (7) individuals recommended to the Company by Xthetica. The particulars of the employment and consulting arrangements, including the compensation payable by the Company (through SubCo) to the individuals, are currently being negotiated in good faith by the Company, Xthetica and the applicable individuals, and the LOI specifically grants the Company the right to solicit and engage those persons.

The LOI includes a number of closing conditions, including the completion of satisfactory due diligence by the Company, the completion of the assignment of the Assets by Xthetica to NewCo, and the satisfactory review by the parties of the tax and securities implications of the proposed transaction. As of the date of this report, the Company’s due diligence investigation has largely been completed; however, the Company has the ability to terminate the LOI at any time prior to the close of business on July 31, 2019 should the remaining due diligence or the consequences of concluding the transaction prove unsatisfactory.

Upon the completion of the Transaction, of which there is no guarantee, NewCo will become a wholly owned operating subsidiary of the Company.

There is no material relationship between the Company or its affiliates and Xthetica or the sole shareholder of Xthetica, except that the Company previously engaged the sole shareholder to assist in the process of searching for a full time CEO for the Company.

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.

Dated: April 5, 2019	NOTOX TECHNOLOGIES CORP.
Dated: July 23, 2019	NOTOX TECHNOLOGIES CORP.
	By:	/s/ John Marmora
		John Marmora
		President, Chief Financial Officer, Secretary, Treasurer, Director

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