Item 1.01 Entry into a Material Definitive Agreement.

On April 8, 2020, the Company entered into amendments to its employment agreements with Carlos Frias, Daniel Nguyen, Alex Frias, and Brian (the "Employment Agreement Amendments"), pursuant to which the employment agreements were amended as follows:

(i) the base salary of Carlos Frias was reduced from $200,000 to $150,000;

(ii) the base salary of Daniel Nguyen was reduced from $150,000 to $130,000;

(iii) the base salary of Alex Frias was reduced from $150,000 to $130,000; and

(iv) the base salary of Brian Moon was reduced from $150,000 to $130,000.

On April 7, 2020, the Company entered into an amendment to its Strategic Consulting Agreement (the "Consulting Agreement Amendment") with Merida Advisor, LLC, a Delaware limited liability company (the "Consultant") pursuant to which the Consultant's $5,000 per month cash fee, payable beginning January 1, 2020, was eliminated effective as of January 1, 2020.

The foregoing descriptions of the Employment Agreement Amendments and Consulting Agreement Amendment and their terms are qualified in their entirety by reference to the full text of each agreement, filed as exhibits 10.1-10.5 hereto and incorporated by reference in this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 6, 2020, David Vautrin resigned as a member of the Board of Directors of the Company (the "Board") for personal reasons, and the Board appointed Tom Harrison as a director of the Company to fill a vacancy on the Board.

Mr. Harrison is a Senior Operating Partner at Merida Capital Partners and is the Chairman Emeritus of Diversified Agency Services division of Omnicom Group Inc., which provides public relations, crisis management, product branding and healthcare communications services worldwide.

Mr. Harrison holds a Master of Science degree in cell biology and physiology. He brought his experiences in healthcare, wellness, branding and communications to the cannabis world when he joined the Board of Directors of Zynerba Pharmaceuticals in 2015 (serving until 2019), a leader in pharmaceutically produced transdermal cannabinoid therapies. Realizing the potential for cannabis to change the face of healthcare delivery and seeking to have a broader impact across the expanding cannabis ecosystem, Tom joined Merida Capital Partners in early 2019, where he currently serves in a strategic and operational advisory capacity across the Merida portfolio.




Item 8.01 Other Events.

In an effort to prudently reduce operating costs, since May 31, 2019, the Company has reduced its personnel headcount from approximately 71 to 23 fulltime personnel.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this report:

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