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2026-06-29
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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): June 29, 2026
The
Greater Cannabis Company, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Florida |
|
000-56027 |
|
30-0842570 |
| (State
of Other Jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
| Of
Incorporation) |
|
Number) |
|
Identification
No.) |
|
2833
Smith Ave. Ste.
333, Baltimore,
MD |
|
21209 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (443) 738-4051
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under 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 |
| None |
|
GCAN |
|
None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement
On
June 29, 2026, Trafalgar Asset Management, LLC, a Delaware limited liability company owned and controlled by Porfirio Sanchez Talavera
(the “Controlling Shareholder”) purchased (i) 7,628,665 shares of Series A Preferred Stock constituting 100% of the issued
and outstanding Series A Preferred Stock; and (ii) 1,000 shares of Series B Preferred Stock constituting 100% of the issued and outstanding
Series B Preferred Stock (collectively, the “Share Purchase”) from preferred shareholders of The Greater Cannabis
Company, Inc. (the “Company”). Through the Controlling Shareholder’s ownership of all outstanding shares
of the Company’s Series A Preferred Stock and Series B Preferred Stock, Trafalgar Asset Management, LLC possesses approximately
96.62% of the aggregate voting power of the Company’s outstanding voting securities as of June 29, 2026, based upon 994,379 shares
of Common Stock outstanding, each share of Series A Preferred Stock being entitled to 1.76 votes per share, and the outstanding shares
of Series B Preferred Stock collectively being entitled to 51% of all votes entitled to be cast. As a result, the Controlling Shareholder
possesses voting control of the Company and may unilaterally determine the election of directors and substantially all matters requiring
stockholder approval.
Contemporaneously
with the foregoing Share Purchase, certain indebtedness of the Company was compromised, settled, canceled, and extinguished pursuant
to Debt Cancellation and Release Agreements entered into by the Company and the applicable creditors (the “Debt Cancellations”).
The
Share Purchase and the Debt Cancellation Transactions were consummated pursuant to an Escrow Agreement among the parties thereto and
John D. Thomas, P.C., as escrow agent, a copy of which is filed as Exhibit 10.5 to this Current Report and incorporated herein by reference.
Item 5.01 Changes in Control of Registrant
As
noted in Item 1.01, on June 29, 2026, the Controlling Shareholder entered into the Share Purchase. Through the Controlling Shareholder’s
ownership of all outstanding shares of the Company’s Series A Preferred Stock and Series B Preferred Stock, Trafalgar Asset Management,
LLC possesses approximately 96.62% of the aggregate voting power of the Company’s outstanding voting securities as of June 29,
2026, based upon 994,379 shares of Common Stock outstanding, each share of Series A Preferred Stock being entitled to 1.76 votes per
share, and the outstanding shares of Series B Preferred Stock collectively being entitled to 51% of all votes entitled to be cast. As
a result, the Controlling Shareholder possesses voting control of the Company and may unilaterally determine the election of directors
and substantially all matters requiring stockholder approval. The acquisition of control was effected pursuant to privately negotiated
transactions contemplated by the Series A Share Purchase Agreement and the Series B Share Purchase Agreement, copies of which are filed
as Exhibits 10.1 and 10.2 to this Current Report and incorporated herein by reference. The material terms of such transactions, including
the consideration paid thereunder, are set forth in such agreements.
Also
as noted in Item 1.01 above, on June 29, 2026, the Company entered into certain Debt Cancellation and Release Agreements with certain
creditors of the Company pursuant to which certain outstanding indebtedness of the Company was compromised, settled, canceled, released,
and extinguished. Copies of such Debt Cancellation and Release Agreements are filed as Exhibits 10.3 and 10.4 to this Current Report
and incorporated herein by reference. The material terms of such transactions are set forth in such agreements.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
June 29, 2026, Porfirio Sanchez Talavera was appointed as Chief Executive Officer, Chairman of the Board, and a member of the Board of
Directors of the Company. Aitan Zacharin resigned from all officer positions effective immediately upon such appointment and agreed to
remain as a member of the Board of Directors solely until the expiration of the ten (10) day period required under Rule 14f-1. Upon expiration
of such period, Mr. Zacharin’s resignation as a director will become effective and Mr. Sanchez Talavera will remain as the sole
director of the Company. Mr. Zacharin’s resignation was not the result of any disagreement with the Company regarding its operations,
policies, or practices. Mr. Zacharin will continue to serve as a member of the Board of Directors solely until the expiration of the
ten (10) day period required under Rule 14f-1 under the Securities Exchange Act of 1934. A summary of the background and business experience
of each of Porfirio Sanchez Talavera and Aitan Zacharin is as follows:
Aitan
Zacharin, Former President, Chief Executive Officer, Treasurer and Director. Mr. Zacharin is an experienced executive with broad
knowledge in building and managing technology, biopharmaceutical, healthcare and consumer products businesses. Mr. Zacharin has founded
a number of companies, and has seen them through successful listings in the public markets, with collective valuations of over $1 billion.
Mr. Zacharin has been advising and investing in early to mid-stage startups, and assisting them with development, capitalization, accelerating
growth, and turnaround strategies. He specializes in strategic acquisitions, structuring complex transactions, reverse mergers, and brings
domestic and international experience in operations, accounting, audit preparation, due diligence, capital raising and restructuring,
debt financing, and mergers and acquisitions. In 2012 he co-founded Fuse Science, an innovative biotechnology company and was responsible
for growth of the business from its conceptual stage to a publicly traded CPG and biotech business with multiple subsidiaries. He structured
pivotal deals with key partners, which led to the company successfully raising over $20 million to commercialize its products, including
brand ambassador agreements with 26 sports celebrities, including world renowned athlete Tiger Woods. He successfully exited from the
company, which had reached a $110 million valuation. In 2014, Mr. Zacharin was appointed to the Board of Directors for Mediconecta, the
largest telehealth Company in Latin America serving millions of patients with on-demand, high quality healthcare. Within six months,
Mr. Zacharin facilitated and negotiated an eight figure buyout offer from Teladoc (NASDAQ: TDOC), the world’s largest telehealth
company, just prior to its IPO. In 2015, Mr. Zacharin became the managing partner of Secure Hosting LLC, a blockchain mining company
with a co-location mining farm in North Carolina. After two years of scaling out the operations to nearly $15,000,000 in assets, he successfully
structured the sale of the company to a leading publicly traded blockchain mining company. In 2017, Mr. Zacharin founded GCANRx (OTC:
GCAN), a publicly traded biopharmaceutical company focused on repurposing a highly bioavailable transmucosal drug delivery system that
had previously been commercialized in partnership with Novartis. Mr. Zacharin repurposed the platform technology for use in cannabinoid
therapeutics. He then negotiated a worldwide exclusive license from Shaare Zedek Scientific, the licensing arm of one of Israel’s
largest research hospitals, for a cannabinoid-based therapeutic used in treating neuropsychiatric disorders. The therapeutic was invented
by world-renowned cannabis researcher, Dr. Adi Aran, M.D. The Company is currently in the final stages of regulatory approval for a 100
patient Phase 2 clinical study for the treatment of autism related spectrum disorders. In 2018, Mr. Zacharin became a shareholder in
sports technology company, Slinger (NASDAQ: CNXA). The company manufactures an innovative, patented sports product called the Slinger
Bag, which raised $1 million through a highly successful Kickstarter campaign. Mr. Zacharin was tasked by the founder to take the company
public. The Company was led by the past- CEO of global tennis company Prince. Within the first 18 months of operations the company grew
to a global footprint of 65 countries, signed $250 million in distribution agreements, and achieved a market cap of over $400 million.
Throughout the growth of the company, Mr. Zacharin served as the head of investor relations and was instrumental in raising the company
over $27 million from leading Wall Street investors, and overseeing the IR strategy, which led to the stock rising over 1,700% from its
listing price. Mr. Zacharin was actively involved in Slinger’s acquisition of three companies, most notably a Softbank and Verizon
Ventures backed artificial intelligence sports company for $100 million. Mr. Zacharin led the effort of putting together a team, which
successfully uplisted the Company from the OTC Markets to the Nasdaq. In 2019, Mr. Zacharin joined an investor group who acquired Solstice
Sunglasses, the second largest sunglasses retailer in the US, to list the company’s shares on the public markets. Mr. Zacharin
led the merger of Solstice with a public vehicle, which enabled a multi-million dollar round of financing for the retailer. In 2020,
Mr. Zacharin identified, structured and facilitated the acquisition of a luxury, multi-state substance abuse facility. Mr. Zacharin secured
financing for the $18 million acquisition with a combination of investments from high net worth individuals and a loan facility from
a specialty banking lender. The company subsequently purchased two additional drug rehab portfolios, and grew to become a leading multi-state
operator in the drug rehabilitation industry. In 2021, Mr. Zacharin became the co-founder and CEO of PlasmaCure, a groundbreaking medical
device company focused on R&D and commercialization of an oncology treatment licensed from GW University. Mr. Zacharin holds dual
degrees from the University of South Florida. He serves in an executive capacity to two publicly listed companies, and maintains various
board non-profit board appointments.
Mr.
Porfirio Sánchez Talavera, Chairman of the Board and Chief Executive Officer. Mr. Sánchez-Talavera
is a Managing Partner of Trafalgar Asset Management, a private merchant investment firm established in 1996 that builds, acquires, and
operates companies across regulated financial services, telecommunications infrastructure, restructuring, and special situations. Under
his leadership, the firm has completed transactions in excess of US$2.5 billion in aggregate transaction value. Within the TAM platform,
Mr. Sánchez-Talavera is the founder and controlling shareholder of Grupo Trafalgar, the firm’s financial services holding company
in Mexico, comprising regulated financial institutions engaged in electronic payments, deposit-taking, lending, and brokerage activities.
Since January 2019, he has served as Chairman of the Board of Grupo Trafalgar, overseeing corporate strategy, capital allocation, regulatory
affairs, and the expansion of the group’s licensed financial infrastructure. As part of that strategy, from 2021 to 2023 the firm founded
and developed Trafalgar Digital, an electronic payment fund institution (Institución de Fondos de Pago Electrónico, or
“IFPE”) authorized under Mexico’s Fintech Law. Trafalgar’s sale of Trafalgar Digital to Walmart de México y Centroamérica
was completed in April 2023 and represented one of the notable transactions in Mexico’s regulated fintech sector. The firm’s telecommunications
vertical reflects a longstanding thesis in asset-light infrastructure serving underserved, high-cost markets. From June 2014 through
December 2018, Mr. Sánchez-Talavera served as Chief Executive Officer of Cape Point Holdings, a telecommunications investment
and infrastructure company headquartered in Los Angeles, California, focused on satellite communications and broadband infrastructure
projects in underserved markets. During his tenure, Cape Point Holdings managed in excess of US$25 million in capital and developed a
telecommunications rights portfolio with an estimated value exceeding US$1 billion.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
10.1
Series A Share Purchase Agreement by and among Trafalgar Asset Management, LLC and the holders of Series A Preferred
Stock of The Greater Cannabis Company, Inc.
10.2 Series
B Share Purchase Agreement by and among Trafalgar Asset Management, LLC, Aitan Zacharin and The Greater Cannabis Company,
Inc.
10.3
Debt Cancellation and Release Agreement by and among TheGreater
Cannabis Company, Inc., 02490585 Ontario Inc. and Yonah Kalfa.
10.4
Debt Cancellation and Release Agreement by and among TheGreater
Cannabis Company, Inc., Sigalush Ventures LLC and Fernando Bisker.
10.5
Escrow Agreement by and among John D. Thomas, P.C., The Greater Cannabis Company, Inc. and certain holders
of Series A and Series B Preferred Stock of The Greater Cannabis Company, Inc..
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| |
The
Greater Cannabis Company, Inc. |
| |
|
|
| Date:
July 6, 2026 |
By: | /s/
Porfirio Sanchez Talavera |
| |
|
Porfirio
Sanchez Talavera |
| |
|
Chief
Executive Officer |
