Item 8.01 Other Events.

Pursuant to a Settlement Agreement and Mutual Release dated March 15, 2021, the United States District Court Southern District of New York ordered on March 16, 2021 that the action between EMA Financial, LLC "plaintiff" and Pharmagreen Biotech Inc. "defendant" be dismissed without cost or prejudice to restoring the action to the Court's calendar provided the application to restore the action is made within thirty (30) days of the Order.

The Settlement Agreement states "provided that PHBI and Wojcik strictly perform the terms of this Agreement, EMA agrees that it will not issue any more conversions under the Note nor seek to collect any portion of the balance allegedly due under the Note."

The description of the transactions contemplated by the agreement and Court Order does not purport to be complete and is qualified in its entirety by reference to the full text of the documents filed as exhibits hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit NumberDescription of Exhibit





99.1  Court Order

99.2  Settlement Agreement and Mutual Release

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