Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
01 Junio 2021 - 5:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
20-F/A
(Amendment
1)
[ ]
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2020
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OR
[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from ___________ to ___________
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OR
[ ]
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date
of event requiring this shell company report
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Commission
file number: 333-207107
EHAVE,
INC
(Exact
name of Registrant as specified in its charter)
Canada
(Jurisdiction
of incorporation or organization)
18851
NE 29th Ave., Suite 700
Aventura,
FL 33180
(Address
of principal executive offices)
Securities
registered pursuant to Section 12(b) of the Act.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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None
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None
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Securities
registered pursuant to Section 12(g) of the Act.
Common
Shares, no par value
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(Title
of Class)
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Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: 67,169,962 common shares as at December 31, 2020
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No
[X]
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Emerging
growth company [X]
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. [X]
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. [ ]
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US
GAAP
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International
Financial Reporting Standards as issued by the
International
Accounting Standards Board
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Other
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[X]
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[ ]
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[ ]
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If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow:
Item
17 [ ] Item 18 [ ]
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ] No [X]
EXPLANATORY NOTE
The
purpose of this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 20-F for the period
ended December 31, 2020 (the “Form 20-F”), as filed with the Securities and Exchange Commission (the
“SEC”) on May 28, 2021, is solely to furnish Exhibit 101 to the Form 20-F in accordance with Rule 405 of
Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 20-F
formatted in XBRL (eXtensible Business Reporting Language).
ITEM
19. EXHIBITS.
The
following exhibits are filed as part of this annual report:
Exhibit
Number
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Description
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1.1
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Articles
of Incorporation (1)
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1.2
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Articles
of Amendment to the Articles of Incorporation dated November 30, 2011 (2)
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1.3
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Articles
of Amendment to the Articles of Incorporation dated May 13, 2015 (3)
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1.4
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Articles
of Amendment to the Articles of Incorporation dated June 26, 2015 (4)
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1.5
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Articles
of Amendment to the Articles of Incorporation dated November 4, 2015 (5)
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1.6
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Articles
of Amendment to the Articles of Incorporation dated May 28, 2019 (5A)
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1.7
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Bylaws
No. 2 (6)
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4.6
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License
Agreement, dated April 24, 2015, between the Company and The Governing Counsel of the University of Toronto (12)
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4.13
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Master
Services Agreement, dated December 8, 2015 with Blog Inc LLC (dba Cress & Company) (19)
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4.20
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Note
and Warrant Purchase Agreement, dated as of November 14, 2016 (26)
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4.21
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Form
of Convertible Promissory Note (27)
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4.22
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Strategic
Relationship Agreement, dated as of February 3, 2017, between the Company and MedReleaf Corp. (28)
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4.23
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Amendment
to API Integration & Distribution Agreement, dated as of May 4, 2017, between the Company and MHS (29)
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4.34
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Agreement,
dated March 1, 2018, between the Company and Revive Therapeutics Ltd. (40)
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4.35
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Agreement,
dated March 5, 2018, between the Company and Aequus Pharmaceuticals Inc. (41)
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4.36
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Services
Agreement, dated January 15, 2017, between the Company and NView Management Inc. (42)
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4.37
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Services
Agreement, dated April 23, 2018, between the Company and Dianne Parsons, C.P.A. (43)
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4.39
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Form
of Note Conversion Agreement (Premium, 2018 Notes)(45)
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4.40
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Form
of Note Conversion Agreement (Regular, 2016 Notes)(46)
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4.41
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Form
of Note Conversion Agreement (Regular, 2018 Notes)(47)
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4.42
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Form
of Promissory Note dated September 27, 2018 (48)
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4.43
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Form
of Promissory Note dated September 27, 2018 (49)
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4.44
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Agreement,
dated October 30, 2018, between the Company and Companion Healthcare Technologies. (50)
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4.45
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Form
of Promissory Note dated November 29, 2018 (51)
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4.46
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Form
of Promissory Note dated October 31, 2018 (52)
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4.47
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Loan
Agreement dated January 1, 2019 (53)
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4.48
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Form
of Promissory Note dated January 28, 2019 (54)
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4.49
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Form
of Promissory Note dated January 28, 2019 (55)
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4.50
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Form
of Warrant Cancellation (56)
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4.51
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Memorandum
of Understanding, dated February 27, 2019, between the Company and David Goyette, Chief Technology Officer (57)
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4.52
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Memorandum
of Understanding, dated February 27, 2019, between the Company and Prateek Dwivedi, Chief Executive Officer (58)
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4.53
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Form
of Bridge Loan Agreement (59)
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4.54
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Form
of Bridge Loan Note (60)
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4.55
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Agreement,
dated February 27, 2019, between the Company and Bezalel Partners LLC (61)
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4.56
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Agreement,
dated February 27, 2019, between the Company and KW Capital Partners Ltd (62)
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4.57
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Agreement,
dated February 27, 2019, between the Company and Scott Woodrow (63)
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4.58
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Form
of Note Conversion - Bridge Loan Note (64)
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4.59
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Form
of Promissory Note dated March 26, 2019 (65)
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4.60
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Asset
Purchase Agreement, dated March 22, 2019, between Ehave, Inc. and ZYUS Life Sciences Inc. (66)
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4.61
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Form
of Security Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc. (67)
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4.62
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Form
of Non-Competition Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc. (68)
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4.63
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Minutes
of Settlement, dated April 18, 2019, between Ehave, Inc. and Companion Healthcare Technologies (69)
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4.64
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Executive
Consulting Agreement dated June 24, 2019 between the Company and Ben Kaplan (70)
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4.65
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2020
Ehave Equity Incentive Plan (71)
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12.1*
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Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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12.2*
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Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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13.1*
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Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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13.2*
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Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL
Instance File
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101.SCH*
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XBRL
Taxonomy Extension Schema Document
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101.CAL*
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL
Taxonomy Presentation Linkbase Document
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*Filed
herewith
(1)
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Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(2)
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Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(3)
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Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(4)
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Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(5)
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Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(5A)
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Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 6-k filed with the SEC on May 24, 2019
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(6)
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Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017.
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(12)
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Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
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(19)
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Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.
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(26)
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Incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on November 23, 2016.
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(27)
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Incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on November 23, 2016.
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(28)
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Incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(29)
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Incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(40)
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Incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(41)
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Incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(42)
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Incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(43)
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Incorporated by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
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(44)
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Incorporated by reference to Exhibit 4.38 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(45)
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Incorporated by reference to Exhibit 4.39 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(46)
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Incorporated by reference to Exhibit 4.40 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(47)
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Incorporated by reference to Exhibit 4.41 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(48)
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Incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(49)
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Incorporated by reference to Exhibit 4.43 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(50)
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Incorporated by reference to Exhibit 4.44 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(51)
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Incorporated by reference to Exhibit 4.45 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(52)
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Incorporated by reference to Exhibit 4.46 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(53)
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Incorporated by reference to Exhibit 4.47 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(54)
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Incorporated by reference to Exhibit 4.48 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(55)
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Incorporated by reference to Exhibit 4.49 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(56)
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Incorporated by reference to Exhibit 4.50 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(57)
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Incorporated by reference to Exhibit 4.51 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(58)
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Incorporated by reference to Exhibit 4.52 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(59)
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Incorporated by reference to Exhibit 4.53 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(60)
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Incorporated by reference to Exhibit 4.54 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(61)
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Incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(62)
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Incorporated by reference to Exhibit 4.56 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(63)
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Incorporated by reference to Exhibit 4.57 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(64)
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Incorporated by reference to Exhibit 4.58 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(65)
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Incorporated by reference to Exhibit 4.59 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(66)
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Incorporated by reference to Exhibit 4.60 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(67)
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Incorporated by reference to Exhibit 4.61 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(68)
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Incorporated by reference to Exhibit 4.62 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(69)
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Incorporated by reference to Exhibit 4.63 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
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(70)
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Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 22, 2019
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(71)
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Incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on August 20, 2020.
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SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
Date:
May 28, 2021
EHAVE,
INC.
/s/
Ben Kaplan
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Ben
Kaplan
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Chief
Executive Officer
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/s/
Jay Cardwell
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Jay
Cardwell
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Chief
Financial Officer
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Ehave (PK) (USOTC:EHVVF)
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De Mar 2025 a Abr 2025
Ehave (PK) (USOTC:EHVVF)
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