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: ~~April~~May 54, 2023

ITEM 9 LABS CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-54730	96-0665018
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

4802 E Ray Road, Suite 23, Phoenix, AZ 85044

(Address of principal executive offices and zip code)

1-833-867-6337

(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))

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. ☐

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Item 21.0401 ~~Triggering~~Entry ~~Events~~Into ~~That Accelerate or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

On ~~March~~April 3028, 2023, ~~Item~~OCG 9Management ~~Labs Corp~~Ontario Inc., a ~~Delaware~~ ~~corporation (the “Company”), and its~~ wholly owned subsidiary, ~~938287AZ, LLC~~of ~~(“938287AZ”),~~Item an9 ~~Arizona~~Labs ~~limited~~Corp., ~~liability~~a ~~company~~Delaware corporation (collectively, the ~~Company and 938287AZ are referred to as the~~ “~~Borrower~~Company”), and the Company’s Board of Directors (the “Board”), ~~became~~executed ~~aware~~an ~~that Pelorus~~amendment ~~Fund REIT, LLC, a Delaware limited liability company~~ (~~“Pelorus”) filed a Notice of Trustee’s Sale on March 16, 2023 (~~the “~~Foreclosure~~Amendment”) ~~with respect~~ to ~~that certain Construction~~the ~~Loan~~Company’s ~~and~~Acquisition ~~Security~~Line ~~Agreement dated as~~ of ~~August~~Credit ~~25,~~Agreement ~~2021~~ (the “~~Loan~~Financing Agreement”) bywith ~~and~~its ~~between~~senior ~~938287AZ~~lender, intended ~~and~~to ~~Pelorus~~provide (the ~~“Pelorus Notice”) and the trust deed recorded October 29, 2021. The~~ Company ~~had been in discussions~~ with ~~Pelorus to restructure~~ the ~~loan~~necessary ~~and~~financing to ~~avoid~~complete the ~~Foreclosure,~~previously ~~but~~announced ~~those~~acquisition ~~discussions have not yet resulted in an agreement. As~~ of ~~the~~ ~~date~~Sessions ofCannabis ~~this current report, April 5, 2023, none of the Company, the Board or the Company’s management have received any formal notice from Pelorus or any regulatory bodies regarding this Foreclosure~~(“Sessions”).

~~The~~As ~~Company~~part ~~has~~of ~~taken~~the Amendment, ~~steps~~the lender agreed to ~~protect~~send ~~its interests~~$543,098 into ~~the~~Sessions ~~property,~~as ~~including~~a ~~retaining~~good ~~legal~~faith ~~counsel~~cash toadvance. ~~represent~~In connection with the Amendment, the Company and inSessions agreed to extend the ~~Foreclosure,~~Outside ~~which~~Date isof ~~set~~the Sessions acquisition to ~~occur~~May ~~June 16~~31, 2023. ~~The~~In ~~Company~~the isevent ~~currently~~that ~~evaluating~~ the ~~potential~~Sessions ~~impact~~transaction does ofnot ~~the~~close, ~~Foreclosure~~this onadvance ~~its~~will ~~financial~~be ~~statements,~~taken ~~liquidity,~~out ~~and~~of ~~operations. The~~the ~~Company~~Insured ~~will~~Cash ~~provide~~Account ~~additional~~established ~~information~~by asthe itCompany ~~becomes~~pursuant ~~available~~to the Financing Agreement.

The ~~Company previously~~ ~~disclosed~~foregoing ~~that~~description of the ~~Loan~~Financing Agreement ~~was~~is innot ~~default~~complete ~~in a Form 10-Q filed with the SEC on February 14, 2023~~ and ~~Form~~is ~~10-K~~qualified ~~for~~in ~~year~~its ~~ended September~~entirety ~~30,~~by ~~2022~~reference ~~filed~~to ~~with~~ the ~~SEC~~full ontext ~~January~~of ~~13,~~the Financing ~~2023~~Agreement, aswhich ~~well~~report asis inincorporated aherein ~~Form~~by ~~8-K on March 7, 2023~~reference.

~~The~~Item ~~foregoing~~2.03 ~~description of~~Creation ~~the Loan Agreement is not complete and is qualified in its entirety by reference to the full text~~ of ~~the Loan Agreement,~~ a ~~copy~~Direct ~~of which~~Financial ~~was~~Obligation ~~filed~~or asan ~~Exhibit~~Obligation ~~10.1~~under toan ~~the Company’s Current Report on Form 8~~Off-KBalance ~~filed~~Sheet ~~with~~Arrangement ~~the SEC on August 31, 2021, which report is incorporated herein by reference. The Company is not aware~~ of ~~any~~a ~~other foreclosure actions involving the Company or any of its subsidiaries~~Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

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.

	ITEM 9 LABS CORP.
Dated: April 5, 2023	By:	/s/ Robert Mikkelsen
Dated: May 4, 2023	By:	/s/ Robert Mikkelsen
		Robert Mikkelsen
		Chief Financial Officer

Filing Compare · Item 9 Labs Corp.