See accompanying notes to the condensed consolidated
financial statements.
See accompanying notes to the condensed consolidated
financial statements.
See accompanying notes to the condensed consolidated
financial statements.
See accompanying notes to the condensed consolidated
financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
UNAUDITED
|
1.
|
ORGANIZATION AND BUSINESS
|
CV Sciences, Inc. (the “Company,”
“we,” “our” or “us”) was incorporated under the name Foreclosure Solutions, Inc. in the State
of Texas on December 9, 2010. On July 25, 2013, the Company’s predecessor, CannaVest Corp., a Texas corporation (“CannaVest
Texas”), merged with the Company, a wholly-owned Delaware subsidiary of CannaVest Texas, to effectuate a change in the Company’s
state of incorporation from Texas to Delaware. On January 4, 2016, the Company filed a Certificate of Amendment of Certificate
of Incorporation reflecting its corporate name change to “CV Sciences, Inc.”, effective on January 5, 2016. In addition,
on January 4, 2016, the Company amended its Bylaws to reflect its corporate name change to “CV Sciences, Inc.” The
Company previously operated under the corporate name of CannaVest Corp. The change in corporate name was undertaken in connection
with the acquisition of CanX Inc., a Florida-based, specialty pharmaceutical corporation (the “CanX Acquisition”) as
more fully set forth in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on January 4, 2016 (the “January 2016 8-K”). On June 8, 2016, the Company announced that the Financial Industry Regulatory
Authority (“FINRA”) had approved a change in the trading symbol for the Company’s common stock to “CVSI.”
The Company’s common stock formerly traded under the symbol “CANV.”
The Company operates two distinct business
segments: a consumer product segment in manufacturing, marketing and selling plant-based Cannabidiol (“CBD”) products
to a range of market sectors; and, a specialty pharmaceutical segment focused on developing and commercializing novel therapeutics
utilizing synthetic CBD. The specialty pharmaceutical segment began development activities during the second quarter of 2016.
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Presentation
–
The condensed consolidated financial statements include the accounts of CV Sciences, Inc. and its wholly-owned subsidiaries
US Hemp Oil, LLC, CannaVest Laboratories, LLC, Plus CBD, LLC and CANNAVEST Acquisition, LLC; and the accounts of a 70%
interest in CannaVest Europe, GmbH (collectively, the “Company”). All intercompany accounts and transactions have
been eliminated in consolidation. The Company commenced commercial operations for its current business model on January 29,
2013. On May 2, 2016, the Company filed Articles of Dissolution for its wholly-owned subsidiaries US Hemp Oil, LLC and
CannaVEST Laboratories, LLC, with the Secretary of State of Nevada, effective as of April 29, 2016. On January 20, 2017, the
Company filed for dissolution of CannaVest Europe, GmbH, an entity that prior to dissolution, the Company had a 70% interest
in, with the District Court, Dusseldorf Germany, effective December 31, 2016. None of US Hemp Oil, LLC, CannaVest
Laboratories, LLC, or CannaVest Europe, GmbH entities had any assets or liabilities at the time of their
respective dissolutions.
The unaudited condensed consolidated interim
financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. The information furnished
herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated
financial statements should be read in conjunction with the audited financial statements and notes for the year ended December
31, 2016, filed with the SEC on the Company’s Annual Report on Form 10-K filed on March 31, 2017. The results for the three
months ended March 31, 2017, are not necessarily indicative of the results to be expected for the full year ending December 31,
2017.
Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications had no impact on net sales, operating loss, net loss
or net loss per share.
Liquidity
– For the three
months ended March 31, 2017 and 2016, the Company had net losses of $3,784,777 and $1,533,117, respectively. In addition, for the
three months ended March 31, 2017, the Company had positive cash flows from operations of $25,587 compared with negative cash flows
from operations of $112,258 for the three months ended March 31, 2016. Management believes the Company has the funds needed to
continue its consumer product business segment and meet its other obligations over the next year solely from current revenues and
cash flow due to increased sales and because our current inventory levels are sufficient to support sales for the next 12 month
period through May 9, 2018, resulting in reduced cash outflow for inventory purchases. In addition, we do not intend to purchase
raw inventory from our supply chain arrangements from the 2017 crop and/or 2018 crop. Management believes that it will be able
to obtain such financing on terms acceptable to the Company, however, there can be no assurances that the Company will be successful.
If the Company is unable to raise additional capital, the Company would likely be forced to curtail pharmaceutical development.
Derivative Financial Instruments
–
Derivative
financial instruments are initially recognized at fair value on the date a derivative contract is entered into and subsequently
remeasured at fair value on a quarter-end reporting basis. Changes in the fair value of derivative financial instruments are recognized
as a gain or loss in the Company’s Condensed Consolidated Statements of Operations.
Business Combinations
–
We
apply the provisions of the Accounting Standards Codification (“ASC”) Topic 805,
Business Combinations
(“ASC
805”), in the accounting for our acquisitions, including without limitation, the CanX Acquisition. ASC 805 establishes principles
and requirements for recognizing and measuring the total consideration transferred to and the assets acquired, liabilities assumed
and any non-controlling interests in the acquired target in an asset purchase. ASC 805 requires us to recognize separately from
goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date
is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired
and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities
assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and
subject to refinement. As a result, during the measurement period, we record adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the
values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in our condensed
consolidated statements of operations.
Accounting for business combinations requires
our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible
assets, contractual obligations assumed, pre-acquisition contingencies and contingent consideration, where applicable. Although
we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part
on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Examples of critical estimates in valuing certain
of the intangible assets we have acquired include but are not limited to:
|
·
|
future expected cash flows from supply chain relationships with growers and processors of our hemp extracted CBD oil;
|
|
·
|
expected costs to develop the in-process research and development (“IPR&D”) into commercially viable pharmaceutical products and estimated cash flows from the projects when completed;
|
|
·
|
the acquired company’s brand, trade names and competitive position, as well as assumptions about the period of time the acquired brand will continue to be used in the combined Company’s product portfolio; and
|
|
·
|
discount rates.
|
Goodwill and Intangible Assets –
The Company evaluates the carrying value of goodwill and intangible assets annually during the fourth quarter in accordance
with ASC Topic 350,
Intangibles Goodwill and Other
and between annual evaluations if events occur or circumstances change
that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could
include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition,
or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair
value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.
The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the
market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value,
then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair
value of a reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of a reporting unit’s
goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their
fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the
implied fair value of goodwill.
We make critical assumptions and estimates
in completing impairment assessments of goodwill and other intangible assets. Our cash flow projections look several years into
the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market
competition, inflation and discount rates.
We classify intangible assets into three categories:
(1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization;
and (3) goodwill. We determine the useful lives of our identifiable intangible assets after considering the specific facts and
circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term
of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any
laws or regulations which could impact the useful life of the asset and other economic factors, including competition and specific
market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis,
over their useful lives to their estimated residual values, generally five years.
IPR&D has an
indefinite life and is not amortized until completion and development of the project, at which time the IPR&D becomes an amortizable
asset. If the related project is not completed in a timely manner or the project is terminated or abandoned, the Company may have
an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. This
method of amortization approximates the expected future cash flow generated from their use.
During the three months ended
March 31, 2017 and 2016, there were no impairments.
Use of Estimates
– The
Company’s condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements
requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses
and related disclosures of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies,
on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be 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 under different assumptions or
conditions. Significant estimates include the valuation of intangible assets, the amortization lives of intangible assets, valuation
of contingent consideration, inputs for valuing derivative financial instruments, inputs for valuing warrants, inputs for valuing
notes payable beneficial conversion features and stock-based compensation, valuation of inventory, classification of current and
non-current receivables, classification of current and non-current inventory amounts and the allowance for doubtful accounts.
Reportable Segments
– The
Company has two business segments; consumer products and specialty pharmaceutical. Our consumer products segment develops, manufactures
and markets products based on plant-based CBD, including under the name
PlusCBD™
in a variety of market sectors including
nutraceutical, beauty care, specialty foods and vape. Our specialty pharmaceutical segment is newly established to develop a variety
of drug candidates which use synthetic CBD as a primary active ingredient. The specialty pharmaceutical segment began development
activities during the second quarter of 2016.
Cash and Cash Equivalents
–
For purposes of the condensed consolidated statements of cash flows, the Company considers amounts held by financial institutions
and short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. At
each of March 31, 2017 and December 31, 2016, the Company had no cash equivalents.
Restricted Cash
– The Company’s
current and past arrangements with its credit card processors require that its credit card processors withhold a cash reserve balance
from the Company’s credit card receipt transactions for a period of time not to exceed 270 days, for which the credit card
processors will refund the Company the entire amounts withheld at its sole discretion. As of March 31, 2017, the Company had $1,117,115
in restricted cash withheld by its current and past credit card processors. The following table provides a reconciliation of cash
and restricted cash reported within the condensed consolidated balance sheets to the total of the same amounts shown in the statement
of cash flows:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
663,378
|
|
|
$
|
781,857
|
|
Restricted cash
|
|
|
1,117,115
|
|
|
|
275,611
|
|
Total cash and restricted cash shown in the statement of cash flows
|
|
$
|
1,780,493
|
|
|
$
|
1,057,468
|
|
Concentrations of Credit Risk
– As of March 31, 2017, the Federal Deposit Insurance Corporation (“FDIC”) provided insurance coverage of up
to $250,000 per depositor per bank. The Company has not experienced any losses in such accounts and does not believe that the Company
is exposed to significant risks from excess deposits. The Company’s cash balance in excess of FDIC limits totaled $308,399
as of March 31, 2017.
One customer represented 35% and 58% of
our accounts receivable balance as of March 31, 2017 and December 31, 2016, respectively.
Accounts Receivable
– Generally,
the Company requires payment prior to shipment. However, in certain circumstances, the Company extends credit to companies located
throughout the U.S. Accounts receivable consists of trade accounts arising in the normal course of business. Accounts receivable
for large accounts are generally secured by substantially all assets of the customer. Smaller accounts receivable, generally less
than $10,000, are unsecured and no interest is charged on past due accounts. Accounts for which no payments have been received
after 30 days are considered delinquent and customary collection efforts are initiated. Accounts receivable are carried at original
invoice amount less a reserve made for doubtful receivables based on a review of all outstanding amounts on a quarterly basis.
Management has determined the allowance for
doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition
and credit history, and current economic conditions. As of March 31, 2017 and December 31, 2016, respectively, the Company maintained
an allowance for doubtful accounts related to accounts receivable in the amount of $100,000.
Revenue Recognition
- The Company
recognizes revenue in accordance with the ASC Topic 605,
Revenue Recognition
which requires persuasive evidence of an arrangement,
delivery of a product or service, a fixed or determinable price and assurance of collection within a reasonable period of time.
The Company records revenue when goods are delivered to the carrier and the rights of ownership have transferred from the Company
to the customer.
In the normal course of business, the Company
may offer discounts or promotions for various products to incentivize sales growth and brand awareness. Such discounts or promotions
are recorded as a reduction to sales revenue.
Sales Tax
– The Company
is responsible for collecting tax on sales to end customers and remitting these taxes to applicable jurisdictions. These taxes
are assessed based on the location of the end customer and the laws of the jurisdiction in which they reside. Such taxes are accounted
for on a net basis, and not included in revenues.
Shipping and Handling
–
Shipping and handling costs totaled $157,359 and $86,291 for the three months ended March 31, 2017 and 2016, respectively, and
are recorded in cost of goods sold.
Returns
–
Finished
Products
– Within ten (10) days of a customer’s receipt of the Company’s finished products,
the customer may return (i) finished products that do not conform to the Company’s product specifications or, (ii)
finished products which are defective, provided that notice of condition is given within five (5) days of the
customer’s receipt of the finished products. The failure to comply with the foregoing time requirements shall be deemed
a waiver of customer’s claim for incorrect or defective shipments. In the event of the existence of one or more
material defects in any finished product upon delivery to the customer, the Company shall, at its sole option and cost,
either (a) take such measures as are required to cure the defect(s) designated in the notice, or (b) replace such defective
finished product(s). The Company may, at its sole option, require the return or destruction of the defective finished
products. The customer shall afford the Company the opportunity to verify that such defects existed prior to shipment and
were not, for purposes of example and not limitation, the result of improper transport, handling, storage, product rotation
or misuse by the customer.
Bulk Oil Products
– Sales of bulk
oil products are generally final and the Company does not accept returns under any circumstances.
There was no allowance for customer returns
as of March 31, 2017 or December 31, 2016 due to insignificant return amounts experienced during the three months ended March 31,
2017 and the year ended December 31, 2016, respectively.
Compensation and Benefits
–
The Company records compensation and benefits expense for all cash and deferred compensation, benefits, and related taxes as earned
by its employees. Compensation and benefits expense also includes compensation earned by temporary employees and contractors who
perform similar services to those performed by the Company’s employees, primarily information technology and project management
activities.
Stock-Based Compensation
–
Certain employees, officers, directors, and consultants of the Company participate in various long-term incentive plans that provide
for granting stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards. Stock
options generally vest in equal increments over a two- to four-year period and expire on the tenth anniversary following the date
of grant. Performance-based stock options vest once the applicable performance condition is satisfied. Restricted stock awards
generally vest 100% at the grant date.
The Company recognizes stock-based compensation
for equity awards granted to employees, officers, directors and consultants as compensation and benefits expense in the condensed
consolidated statements of operations. The fair value of stock options is estimated using a Black-Scholes valuation model on the
date of grant. The fair value of restricted stock awards is equal to the closing price of the Company’s stock on the date
of grant. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals
the vesting period. For performance-based stock options, compensation is recognized once the applicable performance condition is
satisfied.
The Company recognizes stock-based compensation
for equity awards granted to consultants as selling, general and administrative expense in the condensed consolidated statements
of operations.
The fair value of stock options is estimated
using a Black-Scholes valuation model on the date of grant and unvested awards are revalued at each reporting period. The fair
value of restricted stock awards is equal to the closing price of the Company’s stock on the date of grant multiplied by
the number of shares awarded. Stock-based compensation is recognized over the requisite service period of the individual awards,
which generally equals the vesting period.
Inventory
– Inventory is
stated at lower of cost or net realizable value, with cost being determined on an average cost basis. As of March 31, 2017, the
Company had $680,515 of inventory in Germany and The Netherlands.
Property & Equipment
–
Equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred
to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets’ estimated useful
lives. Tenant improvements are amortized on a straight-line basis over the remaining life of the related lease. Maintenance or
repairs are charged to expense as incurred. Upon sale or disposition, the historically-recorded asset cost and accumulated depreciation
are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income (expense).
Property and equipment, net, as of March 31,
2017 and December 31, 2016 were as follows:
|
|
Useful Lives
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Office furniture and equipment
|
|
3 years
|
|
$
|
340,472
|
|
|
$
|
340,472
|
|
Laboratory and other equipment
|
|
5 years
|
|
|
321,071
|
|
|
|
321,071
|
|
Tenant improvements
|
|
14 to 39 months
|
|
|
70,592
|
|
|
|
70,592
|
|
|
|
|
|
|
732,135
|
|
|
|
732,135
|
|
Less: accumulated depreciation
|
|
|
|
|
(536,958
|
)
|
|
|
(489,433
|
)
|
|
|
|
|
$
|
195,177
|
|
|
$
|
242,702
|
|
Depreciation expense for the three months ended
March 31, 2017 and 2016 was $47,525 and $49,025, respectively.
Fair Value of Financial Instruments
– In accordance with ASC Topic 825,
Financial Instruments
, the Company calculates the fair value of its assets and
liabilities which qualify as financial instruments and includes this additional information in the notes to its financial statements
when the fair value is different than the carrying value of those financial instruments. The estimated fair value of the Company’s
current assets and current liabilities approximates their carrying amount due to their readily available nature and short maturity.
Long-Lived Assets
– In
accordance with ASC Topic 360,
Accounting for the Impairment or Disposal of Long-Lived Assets
, the Company reviews property
and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of property and equipment is measured by comparing its carrying value to the undiscounted projected
future cash flows that the asset(s) are expected to generate. If the carrying amount of an asset is not recoverable, we recognize
an impairment loss based on the excess of the carrying amount of the long-lived asset over its respective fair value, which is
generally determined as the present value of estimated future cash flows or at the appraised value. The impairment analysis is
based on significant assumptions of future results made by management, including revenue and cash flow projections. Circumstances
that may lead to impairment of property and equipment include a significant decrease in the market price of a long-lived asset,
a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition and
a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset including
an adverse action or assessment by a regulator.
Debt Issuance Costs –
Debt
issuance costs have been capitalized as a discount to secured convertible promissory notes payable and are being amortized to interest
expense using the interest method over the expected terms of the related debt agreements.
Loss per Share
–
The Company calculates earning or loss per share (“EPS”) in accordance with ASC Topic 260,
Earnings per
Share
, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based
on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on
the weighted average number of shares of common stock outstanding plus all potentially dilutive shares of common
stock outstanding during the period. The Company had 16,475,222 stock options and restricted stock
units (“RSU’s”) outstanding that were anti-dilutive as of March 31, 2017. Subsequent to March 31, 2017,
the Company issued 21,400,000 in restricted common stock to the former shareholders of CanX (See Note 8) and an aggregate
of 2,000,000 stock options to two members of senior management (See Note 12). In addition, the Company may be required to
issue 16,000,000 shares of common stock related to certain performance-based stock options outstanding. As of March 31, 2017,
the Company may also be required to issue 4,000,000 shares of restricted stock units for performance-based consulting
services. As of March 31, 2017, there were also warrants outstanding to purchase up to 2,100,000 shares of common stock.
Furthermore, the Company may be required to issue a variable amount of shares of common stock related to the potential
conversion features of the Iliad Notes (as defined below) (See Note 7).
Research and Development Expense
– Research and development costs are charged to expense as incurred and include, but are not limited to, employee salaries
and benefits, cost of inventory used in product development, consulting service fees, the cost of renting and maintaining our
laboratory facility and depreciation of laboratory equipment. Research and development expense for the consumer products segment
was $49,033 and $141,813 for the three months ended March 31, 2017 and 2016, respectively. Research and development expense for
the specialty pharmaceutical segment was $139,683 and $0 for the three months ended March 31, 2017 and 2016, respectively.
Advertising
– The Company
supports its products with advertising to build brand awareness of the Company’s various products in addition to other marketing
programs executed by the Company’s marketing team.
The Company believes the continual
investment in advertising is critical to the development and sale of its
PlusCBD™
brand
products.
Advertising costs of $66,900 and $67,821 were expensed as incurred during the three months ended March 31, 2017 and 2016,
respectively.
Income Taxes –
Income taxes
are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded
to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with ASC Topic 740,
Income
Taxes
, the Company recognizes the effect of uncertain income tax positions only if the positions are more likely than not of
being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured
at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in
the period in which those changes in judgment occur. The Company recognizes both interest and penalties related to uncertain tax
positions as part of the income tax provision. As of March 31, 2017 and December 31, 2016, the Company did not have a liability
for unrecognized tax uncertainties. The Company is subject to routine audits by taxing jurisdictions. Management believes the Company
is no longer subject to tax examinations for the years prior to 2013.
Recent Issued and Newly Adopted Accounting
Pronouncements
In May 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2014-09,
Revenue from Contracts with Customers
(Topic 606)
(“ASU 2014-09”), as amended by ASU 2015-14,
Revenue from Contracts with Customers (Topic 606)
,
ASU 2016-08,
Revenue from Contracts with Customers (Topic 606),
ASU 2016-10,
Revenue from Contracts with Customers (Topic
606),
ASU 2016-12,
Revenue from Contracts with Customers (Topic 606)
and ASU 2016-20,
Technical Corrections and Improvements
to Topic 606, Revenue from Contracts with Customers,
which completes the joint effort by the FASB and the International Accounting
Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and the International Financial
Reporting Standards. ASU 2014-09 will become effective for the Company beginning January 1, 2018 and early adoption is not permitted.
The Company is currently evaluating the potential impact of ASU 2014-09 on the Company’s consolidated financial statements
but does not expect it to have a significant impact.
In July 2015, the FASB issued ASU 2015-11,
Inventory: Simplifying the Measurement of Inventory
(“ASU 2015-11”), which requires inventory measured using
any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of cost or net
realizable value, rather than at the lower of cost or market. ASU 2015-11 is effective for annual reporting periods beginning after
December 15, 2016 and for interim periods within such annual periods. Early application is permitted. The Company implemented ASU
2015-11 for the interim and annual reporting periods of 2017.
In November 2015, the FASB issued ASU 2015-17,
Balance Sheet Classification of Deferred Taxes
(“ASU 2015-17) which requires that deferred tax liabilities be classified
as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods beginning
after December 15, 2016 and for interim periods within such periods. Early application is permitted. The Company implemented ASU
2015-17 during the annual reporting period of 2016.
In February 2016, the FASB issued ASU 2016-02,
Leases
(“ASU 2016-02”), which, for operating leases, requires a lessee to recognize a right-of-use asset and
a lease liability, initially measured at the present value of the lease payments, in its balance sheet. ASU 2016-02 also requires
a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally
straight-line basis. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including
interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of ASU 2016-02
on the Company’s consolidated financial statements and does expect it to potentially have a significant impact on the Company’s
future consolidated balance sheets depending on the terms and duration of the Company’s future lease agreements. As such,
the Company currently does not intend on early adoption of this update for the benefit of investor comparison analysis.
In March 2016, the FASB issued ASU
2016-09,
Compensation – Stock Compensation
(“ASU 2015-09”), which involve multiple aspects of the
accounting for share-based transactions, including income tax consequences, classification of awards as either equity or
liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal
years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted.
The Company implemented ASU 2015-09 for the interim and annual reporting periods of 2017.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging
Issues Task Force)
(“ASU 2016-15”), which provides amendments to specific statement of cash flows classification
issues. ASU 2016-15 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods
within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of ASU 2016-15 on the Company’s
consolidated financial statements but does not expect it to have a significant impact.
In November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash
(“ASU 2016-18”), which requires that a statement of cash
flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted
cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period
and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for
fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including
adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected
as of the beginning of the fiscal year that includes that interim period. In addition, ASU 2016-18 should be applied using a retrospective
transition method to each period presented. The Company implemented ASU 2016-18 during the annual reporting period of 2016.
In January 2017, the FASB issued ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
(“ASU 2017-01”), which revises the
definition of a business. ASU 2017-01 requires that for an acquisition to be considered a business, the business would have to
include an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01
also narrows the definition of the term “outputs,” which are now considered the result of inputs and substantive processes
that provide goods and services to customers, other revenue, or investment income, such as dividends and interest. ASU 2017-01
is effective for public companies for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company
is evaluating the potential impact of ASU 2017-01 on the Company’s consolidated financial statements but does not expect
it to have a significant impact.
In January 2017, the FASB issued ASU 2017-04,
Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
(“ASU 2017-04”),
which eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment
test by comparing the fair value of a reporting unit with its carrying amount. An entity should then recognize an impairment charge
for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should
not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects
from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.
ASU 2017-04 requires the entity to apply these amendments on a prospective basis for which it is required to disclose the nature
of and reason for the change in accounting upon transition. This disclosure shall be provided in the first annual period and in
the interim period within the first annual period when the entity initially adopts the amendments. The Company shall adopt these
amendments for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption
is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company implemented
ASU 2017-04 for the interim and annual reporting periods of 2017.
Other recent accounting pronouncements issued
by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did
not, or are not believed by management to have a material impact on the Company’s present or future financial statements.
Inventory as of March 31, 2017 and December
31, 2016 was comprised of the following:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
7,217,545
|
|
|
$
|
7,699,057
|
|
Finished goods
|
|
|
1,425,187
|
|
|
|
1,631,442
|
|
|
|
$
|
8,642,732
|
|
|
$
|
9,330,499
|
|
Accrued expenses as of March 31, 2017 and December
31, 2016 were as follows:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Royalty buy-out
|
|
$
|
2,432,000
|
|
|
$
|
–
|
|
Accrued payroll expenses
|
|
|
266,090
|
|
|
|
208,126
|
|
Other accrued liabilities
|
|
|
222,601
|
|
|
|
170,092
|
|
|
|
$
|
2,920,691
|
|
|
$
|
378,218
|
|
|
5.
|
INTANGIBLE ASSETS, NET
|
Intangible assets consisted of the following
at March 31, 2017 and December 31, 2016:
|
|
Original Fair Market Value
|
|
|
Accumulated Amortization
|
|
|
Net
|
|
|
Useful Life
(Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-process research and development
|
|
$
|
3,730,000
|
|
|
$
|
–
|
|
|
$
|
3,730,000
|
|
|
–
|
Trade names
|
|
|
100,000
|
|
|
|
25,000
|
|
|
|
75,000
|
|
|
5
|
Non-compete agreements
|
|
|
77,000
|
|
|
|
19,250
|
|
|
|
57,750
|
|
|
5
|
|
|
$
|
3,907,000
|
|
|
$
|
44,250
|
|
|
$
|
3,862,750
|
|
|
|
Balance - December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-process research and development
|
|
$
|
3,730,000
|
|
|
$
|
–
|
|
|
$
|
3,730,000
|
|
|
-
|
Trade names
|
|
|
100,000
|
|
|
|
20,000
|
|
|
|
80,000
|
|
|
5
|
Non-compete agreements
|
|
|
77,000
|
|
|
|
15,400
|
|
|
|
61,600
|
|
|
5
|
|
|
$
|
3,907,000
|
|
|
$
|
35,400
|
|
|
$
|
3,871,600
|
|
|
|
Amortization expense for the three months ended
March 31, 2017 and 2016 totaled $8,850 and $214,350, respectively.
During the three months ended March 31, 2017
and 2016, the Company paid $9,060 and $2,977, respectively, to a stockholder of the Company who is a supplier of hemp oil and hemp
to the Company.
Iliad Secured Convertible Promissory
Notes Payable
On May 25, 2016 (the “Purchase Price
Date”), the Company entered into a Securities Purchase Agreement (“Iliad SPA”) with Iliad Research and Trading,
L.P. (the “Lender” or “Iliad”) pursuant to which the Lender loaned the Company $2,000,000. On the Purchase
Price Date, the Company issued to Lender a Secured Convertible Promissory Note (the “Iliad Note”) in the principal
amount of $2,055,000 in exchange for payment by Lender of $2,000,000. The principal sum of the Iliad Note reflects the amount invested,
plus a 2.25% “Original Issue Discount” (“OID”) and a $10,000 reimbursement of Lender’s legal fees.
Out of the proceeds from the Iliad Note, the Company paid the sum of $25,000 to its placement agent, Myers & Associates, L.P.,
which is a registered broker-dealer. The Company received net proceeds of $1,975,000 in exchange for the Iliad Note. The Iliad
Note requires the repayment of all principal and any interest, fees, charges and late fees on the date that is thirteen months
after the Purchase Price Date (the “Maturity Date”). Interest is to be paid on the outstanding balance at a rate of
ten percent (10%) per annum from the Purchase Price Date until the Iliad Note is paid in full. Interest is accrued during the term
of the Iliad Note and all interest calculations shall be computed on the basis of a 360-day year comprised of twelve (12) thirty
(30)-day months and shall compound daily. Subject to adjustment as set forth in the Iliad Note, the conversion price for each Lender
conversion shall be $0.50 (the “Lender Conversion Price”), convertible into shares of fully paid and non-assessable
common stock. Beginning on the date that is six months after the Purchase Price Date and continuing until the Maturity Date, Iliad
shall have the right to redeem a portion of the Iliad Note in any amount up to the Maximum Monthly Redemption Amount ($275,000,
which is the maximum aggregate redemption amount that may be redeemed in any calendar month), for which payments may be made in
cash or by converting the redemption amount into shares of Company common stock at a conversion price which is the lesser of (a)
the Lender Conversion Price of $0.50 and (b) the Market Price, defined as 70% (“the Conversion Factor”), subject to
adjustment as follows: if at any time (1) the average of the three lowest closing bid prices in the previous twenty (20) trading
days is below $0.25 per share then the Conversion Factor will be reduced by 10%, (2) the Company is not Deposit/Withdrawal At Custodian
eligible, then the Conversion Factor will be reduced by an additional 5%, or (3) there has occurred a “Major Default”
then the Conversion Factor will be reduced by an additional 5%. The Company may prepay the Iliad Note at any time by payment to
Lender of 125% of the principal, interest and other amounts then due under the Note. The Company may prepay the Iliad Note notwithstanding
an earlier notice of conversion from the Lender, provided that in such event the Lender may convert an amount not to exceed $300,000
under the Iliad Note. In connection with the Iliad Note, as set forth above, the Company incurred an original issue discount of
$45,000 and $35,000 of other debt issuance costs, which will be amortized over the Iliad Note term. The Iliad Note is securitized
by the Company’s accounts receivable, inventory and equipment.
In November 2016, the Company entered into
an Amendment to the Iliad Note (the “Iliad Amendment”), whereby the Lender and the Company agreed that the Maximum
Monthly Redemption Amount for the period from November 2016 to January 2017 (the “Reduction Period”) be reduced from
$275,000 to $166,667 (the “Reduced Maximum Monthly Redemption Amount”). In addition, if the Lender fails to convert
the full Reduced Maximum Monthly Redemption Amount during any month in the Reduction Period, then any such unconverted amount shall
increase the Reduced Maximum Monthly Redemption Amount in the following month or months. Furthermore, the Company shall not be
allowed to pay any of the Reduced Maximum Monthly Reduction Amounts in cash. As such, all amounts converted must be converted into
Redemption Conversion Shares of the Company’s common stock. Also, as part of the Iliad Amendment, the Lender agrees that,
with respect to any Redemption Conversion Shares received during the Reduction Period, in any given calendar week its Net Sales
of such Redemption Conversion Shares shall not exceed the greater of (a) 10% of the Company’s weekly dollar trading volume
in such week or (b) $50,000 (the “Volume Limitation”). However, if the Lender’s Net Sales are less than the Volume
Limitation for any given week, then in the following week or weeks, the Lender shall be allowed to sell an additional amount of
Redemption Conversion Shares equal to the difference between the amount the Lender was allowed to sell and the amount the Lender
actually sold. For the purpose of the Iliad Amendment, Net Sales is defined as the gross proceeds from sales of the Redemption
Conversion Shares sold in a calendar week during the Reduction Period minus any trading commissions or costs associated with clearing
and selling such Redemption Conversion Shares minus the purchase price paid for any shares of the Company’s common stock
purchased in the open market during such week. The Lender and the Company both agree that in the event the Lender breaches the
Volume Limitation where its Net Sales of Redemption Conversion Shares during any week during the Reduction Period exceeds the dollar
volume the Lender is permitted to sell during such week pursuant to the Volume Limitation (the “Excess Sales”), then
the Company’s sole and exclusive remedy for such breach shall be the reduction of the outstanding balance of the Iliad Note
by an amount equal to 200% of the Excess Sales upon delivery of written notice to the Lender setting forth its basis for such reduction.
In January 2017, the Company entered
into Amendment #2 to the Iliad Note (the “Iliad Amendment 2”). In accordance with the Iliad Amendment 2, during
the period between January 27, 2017 and February 24, 2017, the Company agreed to allow the Lender to convert up to $500,000
(the “Additional Redemption Amount”) in Redemption Conversions under the Note, provided that the Lender shall
not effectuate a Redemption Conversion of any Maximum Monthly Redemption Amount between January 27, 2017 and March 1,
2017. During this time period, the Company was not allowed to pay any of the Additional Redemption Amount in cash and all
such amounts had to be converted into Redemption Conversion Shares of the Company’s common stock. In addition, the
Lender agreed that the sale of any Redemption Conversion Shares between January 27, 2017 and April 30, 2017 (the
“Limitation Period”) was subject to the Volume Limitation. Immediately following the expiration of the
Volume Period, the Volume Limitation will be cancelled.
In March 2017, the Company entered into
Amendment #3 to the Iliad Note (the “Iliad Amendment 3”). In accordance with the Iliad Amendment 3, during the
period from March 1, 2017 to March 31, 2017, the Company agreed to allow the Lender to convert up to $500,000 (the
“Additional Redemption Amount 2”) in Redemption (the “Additional Redemption Amount 2”) in Redemption
Conversions under the Note, provided that the Lender not effectuate a Redemption Conversion of any Maximum Monthly Redemption
Amount from March 1, 2017 until April 1, 2017. During this time period, the Company was not allowed to pay any of the
Additional Redemption Amount 2 in cash and all such amounts had to be converted into Redemption Conversion Shares of the
Company’s common stock. In addition, the Lender agreed that the sale of any Redemption Conversion Shares between March
1, 2017 and May 31, 2017 (the “Limitation Period 2”) shall be subject to the Volume Limitation. Immediately
following the expiration of the Volume Period, the Volume Limitation will be cancelled.
During the three months ended March 31, 2017,
the Company issued 4,131,175 shares of its common stock to Iliad in connection with the conversions of the Iliad Note in the aggregate
principal amount of $1,014,060 and $35,940 of accrued interest. The total of $1,050,000 was allocated to common stock and additional
paid-in capital.
The
Company’s borrowings and conversions under the Iliad SPA for the three months ended March 31, 2017 and for the year
ended December 31, 2016 is summarized in the table below:
|
|
Maturity
|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
|
Interest
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured promissory note payable
|
|
June 24, 2017
|
|
|
$
|
2,055,000
|
|
|
$
|
2,055,000
|
|
|
10%
|
Interest accrued
|
|
|
|
|
|
|
163,406
|
|
|
|
128,311
|
|
|
|
Unamortized original issue discount and debt issuance costs
|
|
|
|
|
|
|
(16,873
|
)
|
|
|
(35,335
|
)
|
|
|
Conversion of convertible promissory notes and accrued interest to common stock
|
|
|
|
|
|
|
(1,300,000
|
)
|
|
|
(175,000
|
)
|
|
|
Conversion of convertible promissory notes and accrued interest to accrued liabilities
|
|
|
|
|
|
|
–
|
|
|
|
(75,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount of debt
|
|
|
|
|
|
|
901,533
|
|
|
|
1,897,976
|
|
|
|
Less current portion
|
|
|
|
|
|
|
(901,533
|
)
|
|
|
(1,897,976
|
)
|
|
|
Long-term borrowings - net of current portion
|
|
|
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
On the Purchase Price Date, the
Company recorded a beneficial conversion feature of $370,000 (the “Iliad Instrument”), which was originally
recorded in additional paid-in capital (“APIC”) and was scheduled for amortization over six months. The Company
determined in 2016 that the Iliad Instrument qualifies for derivative accounting treatment. The $370,000 fair value of the
Iliad Instrument at the Purchase Price Date is unchanged as a result of the change in derivative accounting treatment,
however, in 2016 we reclassified the Iliad Instrument from APIC to a liability in accordance with derivative accounting
treatment. During the three months ended March 31, 2017, the Company recorded a gain of $206,500 for the change in fair value
of the Iliad Instrument as part of a separate line item in the Company’s Condensed Consolidated Statement of
Operations. The assumptions used by the Company for calculating the fair value of the Iliad Instrument at the Purchase Price
Date using the Binomial Lattice valuation model were: (i) Volatility of 74.0%; (ii) Risk-Free Interest Rate of 0.44%; and
(iii) Expected Term of five months; and at March 31, 2017 were (i) Volatility of 61%, (ii) Risk-Free Interest Rate of 0.74%;
and (iii) Expected Term of 1 month.
In March 2017, the Company entered
into another Securities Purchase Agreement (“Iliad SPA 2”) with Iliad pursuant to which the Lender loaned the
Company $750,000. On March 1, 2017 (the “Subsequent Purchase Price Date”), the Company issued to Lender a Secured
Convertible Promissory Note (the “Iliad Note 2”) in the principal amount of $770,000 in exchange for payment by
Lender of $750,000. The principal sum of the Iliad Note reflects the amount invested, plus a $15,000 OID and a $5,000
reimbursement of Lender’s legal fees. The Company received net proceeds of $750,000 in exchange for the Iliad Note 2.
The Iliad Note 2 requires the repayment of all principal and any interest, fees, charges and late fees on the date that is
fourteen months after the Subsequent Purchase Price Date (the “Maturity Date”). Interest is to be paid on the
outstanding balance at a rate of eight percent (8%) per annum from the Subsequent Purchase Price Date until the Iliad Note 2
is paid in full. Interest is accrued during the term of the Iliad Note 2 and all interest calculations shall be computed on
the basis of a 360-day year comprised of twelve (12) thirty (30)-day months and shall compound daily. Subject to adjustment
as set forth in the Iliad Note 2, the conversion price for each Lender conversion shall be the Lender Conversion Price,
convertible into shares of fully paid and non-assessable common stock. Beginning on the date that is six months after the
Subsequent Purchase Price Date and continuing until the Maturity Date, Iliad shall have the right to redeem a portion of the
Iliad Note 2 in an amount not to exceed $100,000. Provided the Company has not suffered an “Event of Default” and
is in compliance with certain “Equity Conditions” (unless waived by Iliad, in either case), the Company may make
payments on such redemptions in cash or by converting the redemption amount into shares of Company common stock at a
conversion price which is the lesser of (a) $0.50 per share and (b) 70% (“the Conversion Factor”) of the average
of the three (3) lowest closing bid prices in the previous 20 trading days, subject to adjustment as follows: if at any time
(1) the average of the three lowest closing bid prices in the previous twenty (20) trading days is below $0.25 per share then
the Conversion Factor will be reduced by 10%, (2) the Company is not Deposit/Withdrawal At Custodian eligible, then the
Conversion Factor will be reduced by 5%, (3) the Company is not DTC eligible, then the Conversion Factor will be reduced by
an additional 5% or (4) there has occurred a “Major Default” then the Conversion Factor will be reduced by an
additional 5% for each of the first three Major Defaults that occur after the effective date. The Company may prepay the
Iliad Note 2 at any time by payment to Lender of 125% of the principal, interest and other amounts then due under the Note.
The Company may prepay the Iliad Note notwithstanding an earlier notice of conversion from the Lender, provided that in such
event the Lender may convert an amount not to exceed $200,000 under the Iliad Note 2. In connection with the Iliad Note 2, as
set forth above, the Company incurred an original issue discount of $15,000 and $5,000 of other debt issuance costs, which
will be amortized over the Iliad Note 2 term. The Iliad Note 2 is securitized by the Company’s accounts receivable,
inventory and equipment.
The Company’s
borrowings under the Iliad SPA 2 for the three months ended March 31, 2017 and for the year ended December 31, 2016 is summarized
in the table below:
|
|
Maturity
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
|
Interest
Rate
|
|
|
|
|
|
|
|
|
|
|
|
Secured promissory note payable
|
|
April 30, 2018
|
|
$
|
770,000
|
|
|
$
|
–
|
|
|
8%
|
Interest accrued
|
|
|
|
|
5,150
|
|
|
|
–
|
|
|
|
Unamortized original issue discount and debt issuance costs
|
|
|
|
|
(18,571
|
)
|
|
|
–
|
|
|
|
Unamortized discount - embedded derivative
|
|
|
|
|
(25,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount of debt
|
|
|
|
|
730,942
|
|
|
|
–
|
|
|
|
Less current portion
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
Long-term borrowings - net of current portion
|
|
|
|
$
|
730,942
|
|
|
$
|
–
|
|
|
|
On the Subsequent Purchase Price
Date, the Company recorded a derivative liability of $29,300 which is scheduled for amortization over 8 months. During the
three months ended March 31, 2017, the Company recorded a gain of $4,100 for the change in fair value of the derivative
liability as part of a separate line item in the Company’s Condensed Consolidated Statement of Operations. The
assumptions used by the Company for calculating the fair value of the derivative liability at the Subsequent Purchase Price
Date and at March 31, 2017 using the Binomial Lattice valuation model were: (i) Volatility of 85.0%; (ii) Risk-Free Interest
Rate of 0.84%; and (iii) Expected Term of 8 months; and at March 31, 2017 were (i) Volatility of 84.0%, (ii) Risk-Free
Interest Rate of 0.93%; and (iii) Expected Term of 7 months.
Redwood Secured Convertible Promissory
Notes Payable
On May 19, 2015 (the “Closing Date”),
the Company entered into a Securities Purchase Agreement (“SPA”) with Redwood Management, LLC (the “Investor”
or “Redwood”) pursuant to which the Investor committed to lend to the Company up to $6,500,000 (the “Financing”).
During the year ended December 31, 2015,
the Company issued four tranches of convertible promissory notes (collectively, the “Notes”, and individually,
“Note 1”, “Note 2”, “Note 3”, and “Note 4”) in the aggregate principal amount
of $1,785,000 to the Investor and other third parties who were assigned rights by the Investor to participate in the
Financing (together with the Investor, the “Investors”). During the first quarter of 2016, the Company repaid
all obligations under the SPA and has no intention of seeking further capital from the Investor, or any other investor(s) in
the Financing.
During the three months ended March 31, 2016,
the Company repaid the remaining principal and interest balance under the Notes as follows: (i) issued 3,062,535 shares of its
common stock to the Investors in connection with conversion of the remaining $255,000 principal balance of Note 2; (ii)
repaid $357,000 of the aggregate principal amount of Note 3 plus interest in the amount of $148,944 in cash to the Investors,
and issued 2,500,000 shares of its common stock to the Investors in connection with the conversion of the remaining principal amount
of $153,000 of Note 3; and, (iii) repaid the entire principal amount of Note 4 in the amount of $255,000
plus interest in the amount of $93,075 in cash to the Investors.
The Company’s borrowings and conversions under the SPA for
the year ended December 31, 2016 is summarized in the table below:
|
|
|
|
2016
|
|
|
|
|
|
Maturity
|
|
Balance
|
|
|
Interest Rate
|
Senior Secured Convertible Promissory Notes:
|
|
|
|
|
|
|
|
|
Tranche 1 (Note 1)
|
|
May 19, 2016
|
|
$
|
–
|
|
|
10%
|
Tranche 2 (Note 2)
|
|
June 12, 2016
|
|
|
255,000
|
|
|
10%
|
Tranche 3 (Note 3)
|
|
July 24, 2016
|
|
|
510,000
|
|
|
10%
|
Tranche 4 (Note 4)
|
|
September 16, 2016
|
|
|
255,000
|
|
|
10%
|
Total borrowings
|
|
|
|
|
1,020,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes converted (Note 1)
|
|
|
|
|
–
|
|
|
|
Convertible notes converted (Note 2)
|
|
|
|
|
(255,000
|
)
|
|
|
Convertible notes converted/repaid (Note 3)
|
|
|
|
|
(510,000
|
)
|
|
|
Convertible notes repaid (Note 4)
|
|
|
|
|
(255,000
|
)
|
|
|
Unamortized debt issuance cost
|
|
|
|
|
–
|
|
|
|
Unamortized debt discount - beneficial conversion feature
|
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount of debt
|
|
|
|
|
–
|
|
|
|
Less current portion
|
|
|
|
|
–
|
|
|
|
Long-term borrowings - net of current portion
|
|
|
|
$
|
–
|
|
|
|
Current Unsecured Note Payable
In November 2016, the Company entered
into a Commercial Premium Finance Agreement with First Insurance Funding in order to fund a portion of the Company’s
insurance policies. The amount financed was $161,351 and bears interest at a rate of 4.5%. The Company is required to make
nine payments of $18,266 a month to satisfy this current unsecured note payable. As of March 31, 2017 and December 31, 2016,
the outstanding balance was $73,402 and $125,964, respectively.
Unsecured Note Payable
On January 29, 2016, the Company issued an
unsecured promissory note to Wiltshire, LLC in the principal amount of $850,000 (the “Promissory Note”) in consideration
of a loan provided to the Company by Wiltshire, LLC. The Promissory Note bears interest at 12% per annum, and the Company is obligated
to make monthly interest-only payments in the amount of $8,500, for which the interest-only payments obligation commenced on March
1, 2016. All principal and accrued and unpaid interest is due under the Promissory Note on February 1, 2018. The Company has the
right to prepay the Promissory Note without penalty or premium. In connection with the Promissory Note, the Company incurred an
original issue discount of $30,000 and $18,570 of other debt issuance costs, which will be amortized over the Promissory Note term.
The Company’s borrowing under the Promissory
Note for the three months ended March 31, 2017 and for the year ended December 31, 2016 is summarized in the table below:
|
|
Maturity
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured promissory note payable
|
|
February 1, 2018
|
|
$
|
850,000
|
|
|
$
|
850,000
|
|
|
12%
|
Unamortized original issue discount and debt issuance costs
|
|
|
|
|
(20,238
|
)
|
|
|
(26,309
|
)
|
|
|
Unamortized debt discount - fair value of warrants
|
|
|
|
|
(111,167
|
)
|
|
|
(144,517
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount of debt
|
|
|
|
|
718,595
|
|
|
|
679,174
|
|
|
|
Less current portion
|
|
|
|
|
(718,595
|
)
|
|
|
–
|
|
|
|
Long-term borrowings - net of current portion
|
|
|
|
$
|
–
|
|
|
$
|
679,174
|
|
|
|
Pursuant to the terms of the
Promissory Note, the Company issued to Wiltshire, LLC a common stock purchase warrant providing Wiltshire, LLC with the right
to purchase up to 2,000,000 shares of the Company’s common stock (the “Warrant”). The Warrant is
exercisable, subject to certain limitations, subsequent to July 1, 2017 and before the date that is five years from the date
of issuance at an exercise price of $0.20 per share, subject to adjustment upon the occurrence of certain events such as
stock splits and dividends. The Company recorded the fair value of the Warrant of $266,800 as a debt discount associated with
the Promissory Note. During the three months ended each of March 31, 2017 and 2016, the Company recorded interest expense of
$33,350 and $22,233, respectively, for the amortization of the Warrant fair value. The assumptions used by the Company for
calculating the fair value of the Warrant at inception using the Black-Scholes valuation model were: (i) Volatility of 83.3%;
(ii) Risk-Free Interest Rate of 2.12%; and (iii) Expected Term of five years.
Common Stock
The Company is authorized
to issue up to 190,000,000 shares of common stock (par value $0.0001). As of March 31, 2017 and December 31, 2016, the Company
had 62,146,773 and 57,617,545 shares of common stock issued and outstanding, respectively.
In March 2017, the Company entered into
an amendment to the principal agreement for the CanX Acquisition (the “Amendment”), as more fully set forth in
our Current Report on Form 8-K filed with the SEC on March 22, 2017 (the “March 2017 8-K”). Pursuant to such
Amendment, which was approved by the disinterested members of the Board of Directors of the Company, the Company agreed
to issue the remaining 15,000,000 shares of contingent consideration to the former CanX shareholders, without
the Company having yet achieved any of the remaining post-closing milestones.
Additionally, pursuant to such
Amendment, the parties agreed to revise the Company’s buy-out option of the royalties payable to the CanX shareholders
in the future, to allow the Company to buy-out the future royalty payments by the issuance of 6,400,000 shares of
the Company’s restricted common stock (the “Royalty Buy-Out Shares”) to the former CanX shareholders. The Company
concurrently exercised the buy-out option, as so revised.
In the aggregate, pursuant to the
Amendment, the Company agreed to issue to the former CanX shareholders a total of 21,400,000 shares of restricted common
stock (See Note 12). As previously disclosed in the January 2016 8-K, James McNulty, a member of the Board, is a former
shareholder of CanX and thereby received his pro rata portion of the consideration paid to the former CanX shareholders.
During the three months ended March 31, 2017, the Company recorded an expense of $2,432,000 for the value of the Royalty
Buy-Out Shares as a separate line item in the Company’s Condensed Consolidated Statement of Operations.
Furthermore, during the three months ended
March 31, 2017, the Company issued 4,529,228 shares of common stock in connection with the conversion of the Iliad
Note and its required stock redemptions.
Preferred Stock
The Company is authorized
to issue up to 10,000,000 shares of $0.0001 par value preferred stock with designations, rights and preferences to be determined
from time to time by the Board of Directors of the Company. Each such series or class shall have voting powers, if any, and such
preferences and/or other special rights, with such qualifications, limitations or restrictions of such preferences and/or rights
as shall be stated in the resolution or resolutions providing for the issuance of such series or class of shares of preferred stock.
As of March 31, 2017 and December 31, 2016, there was no preferred stock issued and outstanding.
Options/Warrants/RSU’s
On July 23, 2014, Company stockholders approved
the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Amended 2013 Plan”), which provides for
the granting of stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards.
On each of December 21, 2015 and October 24, 2016, the Company’s stockholders approved an amendment to the Amended 2013 Plan
to increase the number of shares that may be issued under the Amended 2013 Plan. There are currently 20,000,000 shares of common
stock authorized for issuance under the Amended 2013 Plan. This plan serves as the successor to the 2013 Equity Incentive Plan.
There were no option awards under the 2013 Equity Incentive Plan prior to it being amended and restated.
In March 2017, as further set forth
in the March 2017 8-K, the disinterested members of the Board approved the grant of 5,000,000 performance-based stock options
(the “Mona Performance Options”) to purchase shares of the Company’s common stock to one senior
management member of the Company. The Mona Performance Options are contingent and vest only upon the Company achieving three
specific milestones related to the success of the Company’s drug development program and were granted outside of
the Company’s Amended 2013 Plan. Vesting of such options accelerates upon a sale of the Company or change in
control.
In March 2017, as further set forth
in the March 2017 8-K, the disinterested members of
the Board approved a grant of an aggregate of 400,000 fully-vested stock options to purchase shares of the Company’s common
stock to three senior management members of the Company (including the two management members of the Board) pursuant to the bonus
plan set forth in the Employment Agreements for fiscal year 2016 performance.
Also in March
2017, as further set forth in the March 2017 8-K, the disinterested members of the Board, as the administrator of the
Amended 2013 Plan, approved the amendment to certain stock options granted to employees of the Company, including certain
options granted to three senior management members of the Company, to reduce the exercise price of such stock options. As a
result of the amendment to the stock option grants, each of the covered stock options, including those issued to three senior
management members of the Company, have been amended to provide for a strike price equal to $0.38 per share, which represents
100% of the fair market value of the Company’s common stock as of the date of the amendment to these stock option
grants.
In addition, in March 2017, the Company issued
5,000,000 RSU’s to a consultant in exchange for consulting services. The restricted stock units vest as follows: 1,000,000
vest immediately and 4,000,000 vest according to future performance-based criteria.
|
9.
|
STOCK-BASED COMPENSATION
|
The Company’s Amended 2013 Plan provides
for the granting of stock options, restricted stock awards, RSU’s, stock bonus awards and performance-based awards. As of March
31, 2017, the Company had 4,524,778 of authorized unissued shares reserved and available for issuance upon exercise and conversion
of outstanding awards under the Amended 2013 Plan.
The stock options are exercisable at no less
than the fair market value of the underlying shares on the date of grant, and restricted stock and restricted stock units are issued
at a value not less than the fair market value of the common stock on the date of the grant. Generally, stock options awarded are
vested in equal increments ranging from two to four years on the annual anniversary date on which such equity grants were awarded.
The stock options generally have a maximum term of 10 years.
The Company recognized Selling, General and
Administration expenses of $1,186,291 and $405,151, relating to stock options and RSU’s issued to employees, officers, directors
and consultants for the three months ended March 31, 2017 and 2016, respectively. The Company also recognized expense of $0 and
$175,000 relating to common stock issued to employees, officers, directors and consultants during the three months ended March
31, 2017 and 2016, respectively. As of March 31, 2017, total unrecognized compensation cost related to non-vested stock-based compensation
arrangements granted to employees, officers, and directors was $2,416,360, which is expected to be recognized over a weighted-average
period of 1.75 years.
The following table summarizes stock option
activity for the Amended 2013 Plan during the three months ended March 31, 2017:
|
|
Number of Shares
|
|
|
Weighted Average Exercise
Price
|
|
|
Weighted Average Remaining
Contract Term (Years)
|
|
|
Aggregate Intrinsic Value
|
|
Outstanding - December 31, 2016
|
|
|
12,841,000
|
|
|
$
|
1.57
|
|
|
|
8.54
|
|
|
$
|
415,135
|
|
Granted
|
|
|
8,747,000
|
|
|
|
0.38
|
|
|
|
–
|
|
|
|
–
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancelled/Forfeited (1)
|
|
|
(6,100,278
|
)
|
|
|
2.64
|
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
(12,500
|
)
|
|
|
0.73
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding - March 31, 2017
|
|
|
15,475,222
|
|
|
|
0.48
|
|
|
|
8.58
|
|
|
|
500,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exercisable - March 31, 2017
|
|
|
10,105,687
|
|
|
|
0.52
|
|
|
|
8.14
|
|
|
|
307,602
|
|
Total unvested - March 31, 2017
|
|
|
5,369,535
|
|
|
|
0.40
|
|
|
|
9.41
|
|
|
|
193,073
|
|
Total vested or expected to vest - March 31, 2017
|
|
|
15,475,222
|
|
|
|
0.48
|
|
|
|
8.58
|
|
|
|
500,675
|
|
|
(1)
|
The number of options cancelled/forfeited includes options cancelled in connection with the Exchange
Program (see below).
|
In March 2017, the Company completed
an offer to exchange certain employee stock options under the Company’s amended 2013 Plan (the
“Exchange Program”). Certain previously granted options were exchanged for new options with a lower exercise
price granted on a one-for-one basis. Options for an aggregate of 6,090,000 shares were exchanged. Options granted pursuant
to the Exchange Program have an exercise price of $0.38 per share, the closing price of the Company’s common stock on
the date of the exchange grant. The Exchange Program resulted in a modification charge of $403,479 which is being recognized
over the vesting period of the new options which range from zero months to approximately two years.
The following table summarizes unvested stock
options as of March 31, 2017:
|
|
Number of
Shares
|
|
|
Weighted
Average
Fair Value
Per Share on
Grant Date
|
|
Unvested stock options - December 31, 2016
|
|
|
3,724,233
|
|
|
$
|
0.63
|
|
Granted
|
|
|
8,747,000
|
|
|
|
0.14
|
|
Vested
|
|
|
(1,001,420
|
)
|
|
|
0.32
|
|
Cancellations
|
|
|
(6,100,278
|
)
|
|
|
0.48
|
|
Unvested stock options - March 31, 2017
|
|
|
5,369,535
|
|
|
|
0.45
|
|
The following table summarizes stock option activity outside of
the Amended 2013 Plan during the three months ended March 31, 2017:
|
|
Number of
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contract
Term
(Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding - December 31, 2016
|
|
|
2,750,000
|
|
|
$
|
0.37
|
|
|
|
9.77
|
|
|
$
|
170,500
|
|
Granted
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding - March 31, 2017
|
|
|
2,750,000
|
|
|
|
0.37
|
|
|
|
9.52
|
|
|
|
88,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exercisable - March 31, 2017
|
|
|
2,750,000
|
|
|
|
0.37
|
|
|
|
9.52
|
|
|
|
88,000
|
|
Total unvested - March 31, 2017
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Total vested or expected to vest - March 31, 2017
|
|
|
2,750,000
|
|
|
|
0.37
|
|
|
|
9.52
|
|
|
|
88,000
|
|
There was no unvested stock option activity outside of the Amended
2013 Plan during the three months ended March 31, 2017.
The following table summarizes RSU activity outside of the Amended
2013 Plan during the three months ended March 31, 2017:
|
|
Number of
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contract
Term
(Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding - December 31, 2016
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
$
|
–
|
|
Granted
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
400,000
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding - March 31, 2017
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
399,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exercisable - March 31, 2017
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
399,500
|
|
Total unvested - March 31, 2017
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
399,500
|
|
Total vested or expected to vest - March 31, 2017
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
399,500
|
|
The following table summarizes RSU activity outside of the Amended
2013 Plan as of March 31, 2017:
|
|
Number of
Shares
|
|
|
Weighted
Average
Fair Value
Per Share on
Grant Date
|
|
Unvested RSU's - December 31, 2016
|
|
|
–
|
|
|
$
|
–
|
|
Granted
|
|
|
1,000,000
|
|
|
|
0.40
|
|
Vested
|
|
|
(1,000,000
|
)
|
|
|
0.40
|
|
Cancellations
|
|
|
–
|
|
|
|
–
|
|
Unvested RSU's - March 31, 2017
|
|
|
–
|
|
|
|
–
|
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
Commitments
The Company has non-cancelable operating leases,
which expire through 2017. The leases generally contain renewal options ranging from 1 to 3 years and require the Company to pay
costs such as real estate taxes and common area maintenance. The following table provides the Company’s lease commitments
at March 31, 2017:
|
|
Total Operating Leases
|
|
For the year ending December 31,
|
|
|
|
|
2017
|
|
$
|
268,511
|
|
The Company incurred rent expense of $130,884
and $139,382 for the three months ended March 31, 2017 and 2016, respectively.
The Company has two supply arrangements in
place with European farmers to supply raw material in future years, for which the Company has contractual rights for the growth
and processing of hemp oil for delivery through October 2018 under both contracts. During the three months ended March 31, 2017
and 2016, the Company purchased $9,060 and $2,977, respectively, in relation to these supply agreements. We do not intend to purchase
any inventory under these supply agreements from the 2017 crop and/or 2018 crop.
Also in March 2017, the Board amended the Employment
Agreements for two members of senior management, such that upon a Liquidity Event (as defined below), Mr. Mona shall receive four
percent (4%) and Mr. Mona III shall receive two percent (2%) of the Gross Closing Proceeds (as defined below), subject to an aggregate
cap of $750,000,000. A “Liquidity Event” means and include (A) a licensing of the CBD Drug Product or any other intellectual
property asset of the Company, or (B) (i) the direct or indirect sale or transfer, in a single transaction or a series of related
transactions, by the stockholders of the Company of voting securities, in which the holders of the outstanding voting securities
of the Company immediately prior to such transaction or series of transactions hold, as a result of holding Company securities
prior to such transaction, in the aggregate, securities possessing less than twenty percent (20%) of the total combined voting
power all outstanding voting securities of the Company or of the acquiring entity immediately after such transaction or series
of related transactions, (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction
in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold
as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent
(50%) of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving
entity) immediately after such merger or consolidation, (iii) a reverse merger in which the Company is the surviving entity but
in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold as a result of holding
Company securities prior to such transaction, in the aggregate, securities possessing less than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger,
or (iv) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company
immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate,
securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of
the acquiring entity immediately after such transaction(s). “Gross Closing Proceeds” means and include all cash sums
payable to the Company or its stockholders in connection with a Liquidity Event at the closing of a transaction constituting a
Liquidity Event, and not including any deferred payments, earnouts, ongoing royalty payments or other contingent or deferred compensation.
Contingencies
On April 23, 2014, Tanya Sallustro filed a
purported class action complaint (the “Complaint”) in the Southern District of New York (the “Court”) alleging
securities fraud and related claims against the Company and certain of its officers and directors and seeking compensatory damages
including litigation costs. Ms. Sallustro alleges that between March 18-31, 2014, she purchased 325 shares of the Company’s
common stock for a total investment of $15,791. The Complaint refers to Current Reports on Form 8-K and Current Reports on Form
8-K/A filings made by the Company on April 3, 2014 and April 14, 2014, in which the Company amended previously disclosed sales
(sales originally stated at $1,275,000 were restated to $1,082,375 - reduction of $192,625) and restated goodwill as $1,855,512
(previously reported at net zero). Additionally, the Complaint states after the filing of the Company’s Current Report on
Form 8-K on April 3, 2014 and the following press release, the Company’s stock price “fell $7.30 per share, or more
than 20%, to close at $25.30 per share.” Subsequent to the filing of the Complaint, six different individuals filed a motion
asking to be designated the lead plaintiff in the litigation. On March 19, 2015, the Court issued a ruling appointing Steve Schuck
as lead plaintiff. Counsel for Mr. Schuck filed a “consolidated amended complaint” on September 14, 2015. On
December 11, 2015, the Company filed a motion to dismiss the consolidated amended complaint. After requesting several extensions,
counsel for Mr. Schuck filed an opposition to the motion to dismiss on March 21, 2016. The Company’s reply brief was
filed on April 25, 2016. Defendant Stuart Titus was served with the Summons & Complaint in the case and he has recently completed
briefing his motion to dismiss, through separate counsel. No hearing date has been set by the Court at this time with respect to
the motions to dismiss. Management intends to vigorously defend the allegations and an estimate of possible loss cannot be made
at this time.
On March 17, 2015, stockholder Michael Ruth
filed a shareholder derivative suit in Nevada District Court alleging two causes of action: 1) Breach of Fiduciary Duty, and 2)
“Gross Mismanagement.” The claims are premised on the same event as the already-pending securities class action case
in New York discussed above – it is alleged that the Form 8-K filings misstated goodwill and sales of the Company, which
when corrected, lead to a significant drop in stock price. The Company filed a motion to dismiss the suit on June 29, 2015. Instead
of opposing the Company’s motion, Mr. Ruth filed an amended complaint on July 20, 2015. Thereafter, Mr. Ruth and the Company
agreed to stay the action pending the outcome of the securities class action case in New York discussed above. Management
intends to vigorously defend the allegations. Since no discovery has been conducted and the case remains stayed, an estimate of
the possible loss or recovery cannot be made at this time.
On October 21, 2016, Dun
Agro B.V. (“Dun Agro”) filed a complaint against the Company in the District Court of the North Netherlands, location
Groningen, The Netherlands (the “District Court”), alleging non-performance under a contract, seeking compensatory
damages of approximately 2,050,000 euros, excluding interest and costs. The plaintiff alleges that the Company was obligated to
perform under that certain supply agreement between the Company and Dun Agro dated December 19, 2013, and to purchase 1,000,000 kilograms
of harvested raw material related to the 2016 crop. The Company filed a reply to the complaint on March 29, 2017 which is now under
review by the District Court. Management intends to vigorously defend the complaint allegations and an estimate of possible loss
cannot be made at this time.
In the normal course of business, the Company
is a party to a variety of agreements pursuant to which they may be obligated to indemnify the other party. It is not possible
to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our
obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under
these types of agreements have not had a material effect on our business, condensed consolidated results of operations or financial
condition.
The Company operates in two distinct business
segments: a consumer product segment in manufacturing, marketing and selling plant-based CBD products to a range of market sectors;
and, a specialty pharmaceutical segment focused on developing and commercializing novel therapeutics utilizing synthetic CBD. The
Company’s segments maintain separate financial information for which operating results are evaluated on a regular basis by
the Company’s senior management in deciding how to allocate resources and in assessing performance. The Company evaluates
its consumer product segment based on net product sales, gross profit and operating income or loss. The Company currently evaluates
its specialty pharmaceutical segment based on the progress of its clinical development programs.
The following table presents information by
reportable operating segment for the three months ended March 31, 2017:
|
|
Consumer
Products
Segment
|
|
|
Specialty
Pharmaceutical
Segment
|
|
|
Consolidated
Totals
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales, net
|
|
$
|
3,764,191
|
|
|
$
|
–
|
|
|
$
|
3,764,191
|
|
Gross profit
|
|
|
2,433,003
|
|
|
|
–
|
|
|
|
2,433,003
|
|
Gain on change in derivative liability
|
|
|
210,600
|
|
|
|
–
|
|
|
|
210,600
|
|
Royalty buy-out
|
|
|
–
|
|
|
|
(2,432,000
|
)
|
|
|
(2,432,000
|
)
|
Selling, general and administrative
|
|
|
(3,605,177
|
)
|
|
|
(71,533
|
)
|
|
|
(3,676,710
|
)
|
Research and development
|
|
|
(49,033
|
)
|
|
|
(139,683
|
)
|
|
|
(188,716
|
)
|
Operating loss
|
|
$
|
(1,010,607
|
)
|
|
$
|
(2,643,216
|
)
|
|
$
|
(3,653,823
|
)
|
In April 2017, the disinterested members of the Board approved a
grant of an aggregate of 2,000,000 performance-based stock options to purchase shares of the Company’s common stock to two
senior management members of the Company (including one management member of the Board). The performance-based stock options are
contingent and vest only upon the Company achieving three specific milestones related to the success of the Company’s drug
development program and were granted outside of the Company’s Amended 2013 Plan. Vesting of such options accelerates upon
a sale of the Company or change in control.
In April 2017, the Company issued an
aggregate of 21,400,000 shares of restricted stock to the former CanX shareholders (see Note 8).
On April 17, 2017, a redemption notice of $100,000 was received
for the conversion of 404,313 shares of common stock issued under the Iliad Amendment #3.