UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
OR
For the transition period ________________________________
Commission File No.:
(Exact
name of the small business issuer as specified in its charter)
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| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number,
including area code)
(Former name, former address and former fiscal year, if changed since last report)
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.
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 during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
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[X ] | Smaller reporting company |
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| Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes [
]
The number of shares of Common Stock, par value of the registrant outstanding at May 1, 2023 was .
TABLE OF CONTENTS
2
Item 1. Consolidated Financial Statements
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED BALANCE SHEETS |
| (UNAUDITED) |
| March 31, 2023 | December 31, 2022 | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash | $ |
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$ |
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| Total current assets |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities: | ||||||
| Due to related party | $ |
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$ |
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| Total Current Liabilities |
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| Total Liabilities |
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| Commitments and contingencies | ||||||
| Stockholders' Deficit: | ||||||
| Preferred Stock; par value ; shares authorized; shares issued and outstanding |
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| Common Stock; par value ; shares authorized; shares issued and outstanding |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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) |
(
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| Total Stockholders' Deficit |
(
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) |
(
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) | ||
| Total Liabilities and Stockholders' Deficit | $ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| For the Three Months Ended | ||||||
| March 31, | ||||||
| 2023 | 2022 | |||||
| Operating Expenses: | ||||||
| General and administrative | $ |
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$ |
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| Total operating expenses |
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| Loss from operations |
(
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) |
(
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| Loss before provision for income taxes |
(
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(
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| Provision for income taxes | ||||||
| Net Loss | $ |
(
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) | $ |
(
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| Loss per share, basic and diluted | $ |
(
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) | $ |
(
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| Weighted average common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT |
| FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 |
| (Unaudited) |
| Total | |||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Deficit | |||||||||||||||
| Balance, December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | |||||||
| Net loss | — | — |
(
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) |
(
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) | |||||||||||||||
| Balance,March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | |||||||
| Total | |||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Equity | |||||||||||||||
| Balance, December 31, 2021 | — | $ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | ||||||||
| Forgiveness of related party loans | — | — |
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| Net loss | — | — |
(
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) |
(
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| Balance,March 31, 2022 | — | $ |
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$ |
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$ |
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$ |
(
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) | $ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the Three Months Ended | ||||||
| March 31, | ||||||
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net Loss | $ |
(
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) | $ |
(
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) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Changes in operating assets and liabilities: | ||||||
| Accounts payable | ||||||
| Net cash used in operating activities |
(
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| Cash flows from investing activities: | ||||||
| Cash flows from financing activities: | ||||||
| Loans from related party |
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| Net cash provided by financing activities |
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| Net change in cash |
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(
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) | |||
| Cash, beginning of period |
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| Cash, end of period | $ |
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$ |
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| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for taxes | $ | $ | ||||
| Cash paid for interest | $ | $ | ||||
| Supplemental disclosure of non-cash investing and financing activity: | ||||||
| Forgiveness of related party debt | $ | $ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
NIKA PHARMACEUTICALS, INC.
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 1 – ORGANIZATION AND OPERATIONS
Nika Pharmaceuticals, Inc. (the “Company” “Nika”), was incorporated in the State of Colorado on June 8, 2000.
On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which shares of common stock was issued to the Company, making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
On February 28, 2020, the Company created a subsidiary, Centennial Ventures, Inc., a Colorado corporation, of which shares of common stock was issued to the Company., making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
Mr. Ray was appointed as a Director, CEO, CFO, Secretary and Treasurer of the Company and Mrs. A. Terry Ray, the wife of Mr. Ray, was appointed as a Director of the Company.
On April 1, 2022, the board of directors accepted the
resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed
As of April 11, 2022, due to the acquisitions of Exclusive Rights Agreements (Note 5) and the updated business scope, the Company is no longer designated as a shell company.
On May 17, 2022, the Company files Amended and Restated Articles of Incorporation changing the name of the Company from Centennial Growth Equities, Inc to Nika Pharmaceuticals, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had no cash equivalents.
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Centennial Growth Equities. There has been no activity in the subsidiary as of March 31, 2023.
Recent Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
As reflected in the unaudited consolidated financial statements,
the Company has an accumulated deficit of
$
NOTE 4 – RELATED PARTY TRANSACTIONS
In conjunction with the sale of the majority shares of the
Company and the change in ownership, Mr. Ray forgave the
$
During the quarter ended March 31, 2023, Dimitar Slavchev Savov,
CEO, advanced the Company
$
Exclusive Rights Agreements
On April 7, 2022, the Company signed with “VITAL FE” Joint
Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for
the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL
holds the technology to manufacture TNG and the intellectual property for Phase
III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious
Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced
stages of the disease. The results of the clinical trial show that TNG has a
significant place in the treatment of HIV. Under the terms of the agreement the
Company issued
shares of Preferred stock to be issued in the name of
Dimitar Slavchev Savov. Dimitar Savov is Managing Director and owner of
On April 7, 2022, the Company signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights
Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely
Carotilen
and
Physiolong
.
Carotilen
is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial
cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division
of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level
of the immune system.
Physiolong
is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant
for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports. Under
the terms of the agreement the Company issued
shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. MICAR is wholly owned
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NOTE 5 - COMMON STOCK
The Company and its Board of Directors approved a 30 for 1 stock dividend to be issued to all shareholders. The dividend became effective on . As a result, shares of common stock were issued. The stock dividend is considered to be a forward split in form; therefore, all shares throughout these financial statements have been retroactively adjusted to reflect the split.
On August 18, 2022, the Company Amended its Articles of Incorporation to change the par value of the common stock from to . As of March 31, 2023, there are shares of common stock issued and outstanding.
NOTE 6– PREFERRED STOCK
On April 8, 2022, the Company filed a certificate of
designation establishing the rights and preference of preferred stock with the
Secretary of State of Colorado, which modified the rights of owners of Preferred
Stock.
On August 18, 2022, the Company Amended its Articles of Incorporation to change the par value of the preferred stock from to .
Refer to Note 4 for preferred stock issued to a related party.
NOTE 7 – OTHER EVENTS
On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of the dietary supplements Hypocholestin, Dry Boza, Anthocylen C, Fructin, Biodetoxin, Sylimaron within the territories of Europe, Asia, Africa, South America, North America and Australia.
On August 1, 2022, the Company signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through which the two companies are combining their efforts to realize the registration, production and distribution of medicinal products based on the Inactivated Pepsin Fraction (“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982, 8,067,531, 8,309,072. The duration of the agreement is for a period of 9 years and will renew automatically for another 9 years unless there are reasonable objections to the renewal by one of the parties.
On August 1, 2022, the Company signed a Cooperation Agreement with Nika BioTechnology, Inc. (OTCMKTS: NIKA) a Nevada Corporation. Pursuant to the agreement, all development of the prescription drug TNG, the dietary supplements Physiolong and Carotilen, as well as any future acquired other patents for prescription drugs and dietary supplements, shall be jointly developed by the parties. The costs of production and distribution will be financed by both parties in equal parts. The net profit – after deduction of all expenses and taxes – will be distributed between the parties in equal parts. The agreement is for a period of 15 years.
On October 11, 2022, the Company acquired a 40% stake in Nika Europe, Ltd. through which the company will have a firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is preparing the construction of a pharmaceutical factory that is comprised of different manufacturing facilities for the production of drugs in injection, tablet and other forms. The factory will have enough production capacity to secure the needs of Nika.
NOTE 8 - SUBSEQUENT EVENTS
Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has no material subsequent events to disclose in these consolidated financial statements.
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Quarterly Report, the terms “Nika,” “we,” “us,” “our,” “our company” and “our business” refer to Nika Pharmaceuticals, Inc.., including its subsidiaries. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to:changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Business Overview
Nika Pharmaceuticals, Inc. was incorporated in the State of Colorado on June 6, 2000. Pursuant to the terms of a stock purchase agreement resulting in a change of control the Company is changing its business to focus on the following.
On April 7, 2022, the Company signed with “VITAL FE” Joint Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL holds the technology to manufacture TNG and the intellectual property for Phase III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial show that TNG has a significant place in the treatment of HIV.
On April 7, 2022, signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Carotilen and Physiolong . Carotilen is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Physiolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports.
On August 1, 2022, the Company signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through which the two companies are combining their efforts to realize the registration, production and distribution of medicinal products based on the Inactivated Pepsin Fraction (“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982, 8,067,531, 8,309,072. The duration of the agreement is for a period of 9 years and will be renewed automatically for another 9 years unless there are reasonable objections to the renewal by one of the parties.
On August 1, 2022, the Company signed a Cooperation Agreement with Nika BioTechnology, Inc. (OTCMKTS: NIKA) a Nevada Corporation. Pursuant to the agreement, ll development of the prescription drug TNG, the dietary supplements Physiolong and Carotilen, as well as any future acquired other patents for prescription drugs and dietary supplements, shall be jointly developed by the parties. The costs of production and distribution will be financed by both parties in equal parts. The net profit – after deduction of all expenses and taxes – will be distributed between the parties in equal parts. The agreement is for a period of 15 years.
10
On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of additional 6 dietary supplements –Hypocholestin, Biodetoxin, Dry Boza, Fructin, Anthocylen C, Silymaron - within the territories of Europe, Asia, Africa, South America, North America and Australia.
On October 11, 2022, the Company acquired a 40% stake in Nika Europe, Ltd. through which the company will have a firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is preparing the construction of a pharmaceutical factory that is comprised of different manufacturing facilities for the production of drugs in injection, tablet and other forms. The factory will have enough production capacity to secure the needs of Nika.
Results of Operations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.
There has been no revenue to date.
General and Administrative
General and Administrative (“G&A”)expenses have primarily consisted of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the three months ended March 31, 2023,G&A expenses were $19,570 compared to $6,316 during the three months ended March 31, 2022, an increase of $13,254 or 209.8% . The increase is due to the additional expense for audit, accounting and legal fees.
Net Loss
During the three months ended March 31, 2023, the Company incurred a net loss of $19,570, compared to a net loss of $6,316 during the three months ended March 31, 2022.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $19,570 for the threemonths ended March 31, 2023, compared to $6,316 for the three months ended March 31, 2022.
Investing Activities
We neither generated nor used cash in investing activities during the three months ended March 31, 2023 and 2022.
Financing Activities
During the three months ended March 31, 2023, we received $23,165 in loan proceeds from our CEO. During the three months ended March 31, 2022, we received $6,000 in loan proceeds from a former related party.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and has an accumulated deficit of $3,354,984. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
Critical Accounting Policies, Judgments and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2023.
The following aspects of the Company were noted as potential material weaknesses:
• lack of an audit committee
• lack of separation of duties
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Changes in Internal Controls
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.
Item 1A. Risk Factors.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.
12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | ||
| No. | Description | |
| 31.1 | Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document(1) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document(1) | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document(1) | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) |
Signatures
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Nika Pharmaceuticals, Inc. | ||
| Date: May 15, 2023 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov, Chief Executive Officer, | ||
| Director | ||
13