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~~EARLIEST EVENT: ~~February~~March 2619, 2018

~~Corix~~DATE OF ~~Bioscience~~REPORT: March 23, ~~Inc.~~2018

CORIX BIOSCIENCE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Wyoming

333-150548

75-3265854

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

16772 West Bell Road, Suite 110-471 in Surprise, Arizona 85374

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

18662 MacAurther Boulevard, Suite 200 in Irvine, California 92612

(ADDRESS OF FORMER PRINCIPAL EXECUTIVE OFFICES)

34225 N. 27th Drive, Building 5, Suite 238 in Phoenix, Arizona 85085

(ADDRESS OF FORMER PRINCIPAL EXECUTIVE OFFICES)

(623) 551-5808

(ISSUER TELEPHONE NUMBER)

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 communication 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. ☒

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 March 19, 2018, Corix Bioscience, Inc., a Wyoming corporation (the “Company”), following written consent of the Board of Directors in lieu of a meeting, ratified the Stock Exchange Agreement (the “SEA”) entered into between the Company and OG Group, LLC, a Wyoming limited liability (“OG Group”) on February 23, 2018. The SEA had not been disclosed earlier because the Company was in the process of conducting certain due diligence into certain disclosures made by OG Group attached as Exhibit B to the SEA.

Subject to the terms and conditions of the SEA, at the closing, which is anticipated to occur within five business days with the issuance of stock to OG Group, the Company will issue 5,000,000 shares of its common stock to OG Group, and set reserve shares for future issuance to OG Group of 2,500,000 shares of restricted common stock on every yearly anniversary from the “Effective Date” of the SEA, as defined therein, for a period of five years, totaling 17,500,000 shares (the “CXBS Shares”). Given the controlling interest of the Company in OG Group after Closing, the CXBS Shares shall be issued to OG Group at the discretion of the Company during the five-year term; however, the sole basis for not issuing the balance of the CXBS Shares over the five-year term would be the material breach of the Operating Agreement of OG Group by the two members of OG Group.

In exchange for the issuance of CXBS Shares at closing, OG Group shall issue 6,000,000 units in OG Group (the “OG Units”) to the Company resulting in the Company holding rights, title and interest in 60% of the issued and outstanding membership units of OG Group. In addition to the other conditions set forth in the SEA, the issuance of the OG Units to the Company shall be conditioned upon an opinion from legal counsel for OG Group confirming OG Group’s right to do so under the laws of Wyoming and any applicable governance documents. The issuance of the CXBS Shares to OG Group shall be conditioned upon an opinion from legal counsel for the Company confirming the Company’s right to do so under the laws of Wyoming and any applicable governance documents.

There is no material relationship between the Company, its affiliates or any of the parties under the SEA. The reader is encouraged to review the SEA attached hereto as an exhibit.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 – Unregistered Sales of Equity Securities

In consideration of the receipt of 6,000,000 units in OG Group, the Company shall issue shares of restricted common stock to OG Group as referenced above as the CXBS Shares. OG Group has represented to the Company that it shall hold the CXBS Shares issued under this Agreement for investment in its account, and not with a view to the resale or distribution of any part thereof, unless otherwise allowed for under the Act or any application exemption to registration. The Company believed that Section 4(a)(2) and Section 4(a)(5) was available to sell these shares to OG Group since it had sufficient knowledge and experience in finance and business matters to be, at the very least, a “sophisticated investor,” i.e. it was able to evaluate the risks and merits of the investment, or was able to bear the investment’s economic risks. As a result of the Company being a reporting company with the United States Securities and Exchange Commission, the Company believed that OG Group had access to the type of information normally provided in a prospectus for a registered securities offering, and it has agreed not to resell or distribute the CXBS Shares issued to the public. Furthermore, the Company also believed that, based on OG Group’s representations, it was an “accredited investor” and thus the sale was exempt from registration under Section 4(a)(5) of the Securities Act of 1933.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

~~Corix Bioscience,~~The ~~Inc.,~~Company issued a ~~Wyoming~~press ~~corporation~~release (disclosing the ~~“Company”)~~SEA. ~~files~~However, ~~this~~it ~~Current~~is ~~Report~~anticipated onthat ~~Form~~the ~~8-K~~Company towill ~~disclose~~amend ~~information~~this ~~revealed to~~press ~~the~~release ~~Company~~upon final ~~through~~issuance ~~the sworn testimony~~ of ~~three~~the ~~shareholders:~~CXBS ~~George~~Shares ~~Elam,~~to ~~William~~OG ~~Bills~~Group, and ~~Joaquin~~issuance ~~Flores~~of (the ~~“Shareholders”). The~~OG ~~Shareholders~~Units ~~claim~~to ~~that~~the ~~certain documents bearing their signatures are not authentic, were not signed by them, and were not signed with their permission~~Company.

~~George Elam testified~~SECTION ~~that~~9 a– ~~Voting~~FINANCIAL ~~Statement~~STATEMENTS ~~with~~AND his signature is not authentic. He claims that his signature was signed by the Company’s Chief Executive Officer, Michael Ogburn. Mr. Ogburn contends that he was given verbal permission to sign Mr. Elam’s name and confirmed he did so with Mr. Elam shortly thereafter. The Voting Statement was filed with the Securities and Exchange Commission (the “Commission”). The Voting Statement served to confirm the corporate actions taken at the Board of Directors of the Company during its recent merger with IX Biotechnology, Inc., a Wyoming corporation (“IXB”). The merger was not contingent on shareholder consent, as the Board of Directors determined the merger could be effectuated at the board level pursuant to the Company’s Bylaws, as amended. Though the Voting Statement is not binding on the Company for purposes of the merger with IXB or other recent corporate actions, the Company advises that Mr. Elam’s Voting Statement should not be relied on, based on his recent testimony. Mr. Ogburn maintains that Mr. Elam provided him with verbal permission to signing Mr. Elam’s name.EXHIBITS

Joaquin Flores, a former member of the Board of Directors, tendered his resignation to the Company on or about August 4, 2017. Mr. Flores’ Resignation Letter was filed with the Commission as an exhibit to the Company’s Current Report on Form 8-K dated August 4, 2017, incorporated herein by reference. Mr. Flores stated in his Resignation Letter that he did not agree to serve on the Company’s Board of Directors. He also claimed, at that time, that documents filed with the Commission bearing his name were not authentic and were signed by another individual without his consent. A prior investigation conducted by the Company concluded that Mr. Ogburn had signed Mr. Flores’ name with permission to the Corporate Resolution of the Board of Directors of American Housing Income Trust, Inc., dated April 4, 2017 and filed with the Commission as an exhibit to its Current Report on Form 8-K dated April 4, 2017, incorporated herein by reference (~~the “Board Consent”~~d)~~. The Company disputed that other documents were not authentic~~ based on (1) regular communications sent to Mr. Flores regarding the Company’s operations, (2) Mr. Flores’ acceptance of 1,500,000 shares of common stock as a result of the IXB merger, (3) Mr. Flores’ failure to alert the Company of any authenticity issues for over three months prior to his appointment, and (4) Mr. Ogburn’s representations that Mr. Flores had provided verbal approval to sign Mr. Flores’ name to the aforementioned Board Consent. Mr. Flores reiterated this testimony during a recent deposition under oath. Mr. Ogburn has since clarified his prior statement. Mr. Ogburn states that Mr. Flores provided him with broad discretion to sign Mr. Flores’ name to board resolutions or other documents during the months following the IXB merger. Mr. Ogburn states that Mr. Flores informed him in March of 2017 that he no longer wanted to sit on the Board of Directors, but agreed to do so until the merger between the Company and IXB was complete and finalized. During the time Mr. Flores sat on the Board of Directors, the Company’s two other directors—Mr. Ogburn and Brian Werner—voted in favor of all corporate actions taken by the Company. The votes of Mr. Ogburn and Mr. Werner were independently sufficient to approve of all corporate actions taken by the Company pursuant to the Company’s Bylaws, as amended. The Company takes the position that, while it is believed that Mr. Flores was aware of his appointment and participation on the Board of Directors, because of Mr. Flores’ recent testimony, Mr. Flores’ signature should not be relied on in any filings with the Commission. Mr. Ogburn maintains that Mr. Flores provided Mr. Ogburn verbal permission to sign Mr. Flores’ name to all documents filed with the Commission prior to Mr. Flores’ resignation.Exhibits

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Exhibit No.	Document

10.1	Stock Exchange Agreement
99.1	Press Release

William Bills, a signatory to a document titled Farm Lease Agreement (the “Farm Lease”) filed with the Commission, provided sworn testimony that his signature on the Farm Lease is not authentic. The Company maintains the position set for in its prior Current Report on Form 8-K filed August 4, 2017, incorporated herein by reference. Mr. Ogburn denies signing Mr. Bills’ name to the Farm Lease and maintains the Farm Lease was signed by Mr. Bills.SIGNATURES

~~Notably,~~Pursuant ~~though~~to the ~~Shareholders~~requirements ~~identified herein have alleged that they were not informed~~ of the ~~Stock~~Securities Exchange ~~Agreement~~Act ~~between IXB and the Company, and in the case~~ of ~~Mr. Flores and Mr. Bills~~1934, ~~did not want to receive shares of~~ the ~~Company’s~~Registrant ~~common~~has ~~stock pursuant~~duly tocaused ~~the~~this ~~Stock~~Report ~~Exchange Agreement, none of the Shareholders have sought~~ to ~~return~~be ~~the~~signed ~~common~~on ~~stock~~its ~~they received from the~~behalf ~~Company.~~by ~~The Company is in~~ the ~~process~~undersigned ofhereunto ~~determining~~duly ~~how best to facilitate the return of the Company’s stock, given the Shareholder’s claim that they do not wish to possess the same~~authorized.

Given the Shareholder’s sworn testimony, the Company is investigating what actions need to be taken with the State of Wyoming, State of Maryland, and Financial Industry Regulatory Authority (“FINRA”) to address the Company’s recent conversion from a Maryland corporation to a Wyoming corporation, which required shareholder approval. It is the Company’s intent to take steps to rescind the conversion, based on the Shareholders’ testimony. However, The Company maintains that the Stock Exchange Agreement between the Company and IXB, the IXB merger, and any/all Board-level actions taken by the Board of Directors since March 17, 2017 are not, in any way, altered or affected by the Shareholder’s testimony. Nevertheless, out of an abundance of caution, the Company takes the position that no reliance should be placed on documents filed with the Commission bearing the Shareholders’ signatures, given their recent sworn testimony.

Corix Bioscience, Inc.

By:	/s/ Michael Ogburn
Name:	Michael Ogburn
Title:	Chief Executive Officer and President

Dated:	March 23, 2018

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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.

Corix Bioscience, Inc.

By: /s/ Michael Ogburn

Name: Michael Ogburn

Title: Chief Executive Officer and President

Dated: February 27, 2018

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