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): ~~December~~April 113, ~~2019~~2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
N/A		N/A		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 [X]

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 1.01	Entry into a Material Definitive Agreement
Item 2.01	Completion of Acquisition or Disposition of Assets

Item 8.01

Other Events

On ~~December~~March 14, ~~2019~~2020, ~~Notox~~the ~~Technologies~~United ~~Corp.~~States Securities and Exchange Commission (the “~~Company~~SEC”) ~~entered~~issued ~~into~~ an ~~option~~order ~~and~~under ~~put~~Section ~~agreement~~36 (~~the “Definitive~~Release ~~Agreement”~~No. 34-88318) ~~with~~of ~~Xthetica~~the ~~Inc.~~Securities Exchange Act of 1934, as amended (the “~~NewCo~~Exchange Act”), agranting ~~newly~~exemptions ~~incorporated~~from ~~Nevada~~specified provisions ~~corporation,~~of the Exchange Act and ~~Manny~~certain ~~Kapur~~rules thereunder. On March 25, 2020, the ~~sole shareholder~~order ofwas ~~NewCo,~~modified ~~pursuant~~and tosuperseded ~~which~~by Mra new SEC order (Release No. ~~Kapur~~34-88465), ~~granted~~which ~~the~~provides ~~Company~~conditional ~~the~~relief ~~sole~~to ~~and~~public ~~exclusive~~companies ~~right~~that ~~and~~are ~~option~~unable to ~~purchase~~timely ~~all~~comply with oftheir ~~the~~filing ~~issued~~obligations ~~and~~as ~~outstanding~~a ~~capital~~result ~~stock~~ of ~~NewCo~~the novel coronavirus (“COVID-19”) outbreak (the “~~NewCo~~SEC ~~Stock~~Order”). The inSEC ~~exchange~~Order ~~for~~provides that a registrant subject to the ~~issuance~~reporting requirements of anExchange ~~aggregate~~Act Section 13(a) or 15(d), and any ofperson uprequired to 10make any filings with respect to such registrant,~~000,000~~ ~~shares~~is ofexempt from any requirement to file or furnish materials with the ~~Company’s~~SEC ~~common~~under ~~stock~~Exchange ~~and~~Act ~~warrants~~Sections to13(a), ~~purchase~~13(f), up13(g), to14(a), 1014(c),~~000~~ 14(f),~~000~~ ~~shares~~15(d) ofand ~~the~~Regulations ~~Company’s common~~13A, ~~stock.~~Regulation ~~The~~13D-G (except ~~option~~for isthose ~~exercisable~~provisions bymandating the ~~Company~~filing inof ~~tranches~~Schedule ~~over~~13D aor ~~period~~amendments ofto ~~three~~Schedule ~~years~~13D), ~~beginning~~14A, on14C ~~January~~and 15D, and Exchange Act Rules 13f-1, ~~2021~~and 14f-1, as applicable, if certain conditions are satisfied.

~~Each~~Notox ~~share~~Technologies ~~issued~~Corp. ~~upon~~(the “Company”) is relying on the ~~exercise~~SEC Order in light of anthe ~~option~~circumstances ~~will~~and beuncertainty ~~issued~~surrounding the ateffects aof ~~deemed~~the ~~price~~COVID-19 ~~per~~pandemic, ~~share~~and ~~equal~~is todelaying the ~~value~~filing of ~~the~~its ~~Company’s common~~quarterly ~~stock~~report on Form 10-Q for the ~~OTCQB~~period ended February 28, 2020 (orthe ~~such~~“Form ~~other~~10-Q”) ~~stock~~by ~~exchange~~up orto ~~quotation~~45 ~~medium~~days. onIn ~~which~~particular, the ~~shares~~COVID-19 ~~are~~outbreak ~~then~~has ~~trading)~~made on the ~~date~~collection of data regarding the Company’s valuation of ~~issuance~~the Xthetica transaction that closed on December 1, ~~while~~2019, ~~each~~slower ~~warrant~~and ~~issued~~more ~~upon~~difficult, and the ~~exercise~~Company’s ofaccountants anand ~~option~~auditors, ~~will~~who beare ~~exercisable~~generally ~~into~~working ~~one~~remotely, ~~share~~have ofonly limited access to the Company’s ~~common~~financial ~~stock~~records. atManagement ais ~~price~~therefore ofcurrently ~~US$1.40~~unable ~~per~~to ~~share~~timely ~~for~~prepare aand ~~period~~review ofthe ~~three~~Quarterly ~~years~~Report ~~from~~or to determine COVID-19’s impact on the ~~date~~Company’s offinancial ~~issuance,~~statements ~~subject~~for tothe ~~standard~~relevant ~~adjustments~~fiscal quarter. The Company will file the ~~for~~Quarterly ~~stock~~Report ~~splits~~by no later than May 29, ~~stock~~2020, ~~dividends~~which ~~and~~is 45 days after the ~~like~~original due date of the Quarterly Report.

~~Pursuant~~Cautionary toNote ~~the~~Regarding ~~Definitive~~Forward-Looking Agreement, the Company granted Mr. Kapur a corresponding series of put rights covering the NewCo Stock, also exercisable in tranches over a period of three years beginning on January 1, 2021. Each put right allows Mr. Kapur to cause the Company to purchase up to a certain number of shares of NewCo Stock in exchange for the issuance of a certain number of shares of the Company’s common stock plus warrants to purchase shares of the Company’s stock on the same terms as described above. Importantly, the exercise of each put right is subject to Xthetica Canada Inc. (“Xthetica CA”), a newly incorporated Canadian federal corporation and subsidiary of the Company, achieving certain EBITDA milestones in each of its financial years, as reflected in the audited financial statements of Xthetica CA.Statements

~~Assuming~~This Current Report on Form 8-K may contain statements that are forward-looking statements within the ~~full~~meaning ~~exercise~~of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the ~~option~~Company’s future financial or ~~put~~business ~~rights~~performance or strategies, results of ~~which~~operations ~~there~~or isfinancial condition. noActual ~~guarantee,~~results ~~NewCo~~may ~~will~~differ ~~become~~materially from those in the forward-looking statements as a ~~wholly~~result ~~owned~~of ~~subsidiary~~a number of factors. In addition to those risks described from time to time in the Company’s filings with the SEC and other similar risks, the forward-looking statements in this Form 8-K are subject to the uncertainties regarding the duration, spread and effects of COVID-19, and its economic, financial and market consequences generally and on the Company’s business in particular. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In connection with the execution and delivery of the Definitive Agreement, Xthetica Inc. (“Xthetica”), a private Ontario, Canada corporation owned by Mr. Kapur, entered into an assignment agreement with Xthetica CA, in the form attached as Appendix 1 to the Definitive Agreement, pursuant to which Xthetica assigned 100% of its right, title and interest in and to certain assets to Xthetica CA effective July 1, 2019. The assets include Xthetica’s rights and obligations under a series of license and distribution agreements with manufacturers of medical aesthetics products, certain of Xthetica’s inventory, and the goodwill of Xthetica.

The foregoing description of the Definitive Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Definitive Agreement filed as Exhibit 10.5 to this report and incorporated herein by reference.

There is no material relationship between the Company or its affiliates and Xthetica, NewCo or Mr. Kapur, except that (a) the Company and Xthetica were previously parties to a binding letter of intent that was superseded by the Definitive Agreement, and (b) the Company previously engaged Mr. Kapur to assist in the process of searching for a full time CEO for the Company.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Exhibit Description
10.5		Option and Put Agreement dated December 1, 2019 with Xthetica Inc. and the sole shareholder of Xthetica Inc.

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: December 10, 2019	NOTOX TECHNOLOGIES CORP.
Dated: April 13, 2020	NOTOX TECHNOLOGIES CORP.
	By:	/s/ John Marmora
		John Marmora
		President, Chief Financial Officer, Secretary, Treasurer, Director

Filing Compare · NOTOX TECHNOLOGIES CORP.