Item 8.01 Other Events.
On August 10, 2021, PotNetwork Holdings, Inc. (the "Company" or the
"Registrant") received a letter from the Financial Industry Regulatory Authority
("FINRA"), stating that the Company's submission to FINRA on November 24, 2020
for the processing and approval of a proposed 1:10 reverse stock split had been
denied (the "Stock Split"). FINRA stated the reason that the Stock Split was
denied was in connection with the Company's deficiency in fulfilling the
requirements of FINRA Rule 6480, including, but not limited to, its delinquency
in the timely filing with the Securities and Exchange Commission (the "SEC") of
its 10K for the fiscal year ending December 31, 2020 and its 10Q for the quarter
ending March 31, 2021.
As a result of this FINRA letter, the Company's Board of Directors has cancelled
the proposed Stock Split, as well as the following corporate actions connected
to it as approved by the Board of Directors on October 27, 2020, and which were
stated in the Information Statement filed on form DEF14C with the SEC on
November 10, 2020 (the "Information Statement"), which corporate actions were
dependent for their implementation on the approval by FINRA of the Stock Split:
(a) A reduction in the authorized shares of the Company's common stock, which
without the Stock Split, is no longer feasible. This corporate action, included
in said DEF14C, is cancelled.
(b) The corporate action pertaining to the issuance of a Rights Offering by the
Registrant to its common stock shareholders wherein shareholders of record as of
November 25, 2020 would receive the right to subscribe for new shares of Company
common stock, following the Reverse Split. The proposed Rights Offering is
cancelled.
(c) In connection with the shares to be issued under the Rights Offering, the
Registration Statement for up to 200,000,000 shares of the Registrant's common
stock that may have been issued under the Rights Offering, as filed on form S-1
with the SEC on February 18, 2021, will be withdrawn.
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DIAMOND WELLNESS HOLDINGS, INC. 
