---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-015225"
form_type: "8-K"
ticker: "FUNI"
cik: "0001502966"
company_name: "Hypha Labs, Inc."
filed_at: "2023-05-03T23:59:59+00:00"
generated_at: "2026-06-16T00:58:22.617087+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Digipath agrees to sell cannabis testing lab assets for $2.3M; director resigns

## Summary
- Asset purchase price $2.3M cash; adjustments based on working capital above/below $150K.
- Closing subject to Nevada Cannabis Compliance Board approval by June 30, 2024; either party may terminate.
- Buyer deposited $230K into escrow for 12-month indemnification post-closing.
- Management Services Agreement: buyer manages lab; monthly fee $10K + 15% of cash collections to Digipath (min $15K).
- Director Bruce Raben resigned effective May 2, 2023.

## SEC filing metadata
- accession: 0001493152-23-015225
- form_type: 8-K
- ticker: FUNI
- cik: 0001502966
- company_name: Hypha Labs, Inc.
- filed_at: 2023-05-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1502966/000149315223015225/0001493152-23-015225-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1502966/000149315223015225/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-015225
- JSON: https://secwatch.observer/filing/0001493152-23-015225.json
- Plain text: https://secwatch.observer/filing/0001493152-23-015225.txt

## Key facts
- Executive change
  Bruce Raben resigned as director at Hypha Labs, Inc..
  - Action: resigned
  - Role: director
  source text: On May 2, 2023, Bruce Raben submitted a letter to the Company resigning from his position as a director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1502966/000149315223015225/0001493152-23-015225-index.htm
- Material Agreements
  Hypha Labs, Inc. entered into Asset Purchase Agreement with DPL NV, LLC valued at cash purchase price of $2,300,000 (effective 2022-04-20).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: DPL NV, LLC
  - Value: cash purchase price of $2,300,000
  - Effective: 2022-04-20
  source text: On April 20, 2022, Digipath, Inc. (“the “Company”), and Digipath Labs, Inc. (“Digipath Labs”), a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1502966/000149315223015225/0001493152-23-015225-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.