Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Company Overview
Boston Therapeutics, Inc., headquartered
in Lawrence, MA, (OTC: BTHE) is a leader in the field of complex carbohydrate chemistry. The Company's initial product pipeline
is focused on developing and commercializing therapeutic molecules for diabetes: BTI-320, a non-systemic, non-toxic, therapeutic
compound designed to reduce post-meal glucose elevation. In addition, a formulation of the material SUGARDOWN®, falls within
the regulatory dietary supplement guidelines and is designed to reduce post-meal blood sugar increases. In its patent portfolio,
the Company had laboratory practical development of a combination material called IPOXYN. In its initial phase, IPOXYN is a continuous
intravenous drug for the prevention of necrosis and treatment of ischemia with a first target indication for assisting in the treatment
of lower limb ischemia often associated with diabetes.
The
accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going
concern. The Company has limited resources and primarily a CRO/CMO contracted operating history. As shown in the accompanying
unaudited condensed financial statements, the Company has an accumulated deficit of approximately $18.9 million and
$390,000 cash on hand as of March 31, 2017. Management is restructuring and is currently seeking additional capital
through private placements and public offerings of its common stock. In addition, the Company may seek to raise
additional capital through public or private debt or equity financings as well as collaboration activities in order to fund
our operations. Management anticipates that the current cash available will be sufficient to fund our planned operations
into the second quarter of 2017. The future of the Company is dependent upon its ability to obtain continued financing and
upon future profitable operations from the partnering, development and clarity of its new business opportunities. There can
be no assurance that the Company will be successful in accomplishing its objectives. Without such additional
capital, the Company may be required to cease operations.
These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary
in the event the Company cannot continue operations.
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP") for interim financial information and the rules of the Securities and Exchange Commission (“SEC”) for quarterly
reports on Form 10-Q. These condensed financial statements should be read in conjunction with the Company's financial statements
for its year ended December 31, 2016 included in its Form 10-K filed with the SEC on March 28, 2017. In the opinion of management,
the statements contain all adjustments, including normal recurring adjustments necessary in order to present fairly the financial
position as of March 31, 2017 and the results of operations for the three month periods ended March 31, 2017 and 2016.
The condensed balance sheet, as of December
31, 2016, was derived from the audited financial statements but does not include all disclosures required by accounting principles
generally accepted in the United States of America. The results disclosed in the statements of operations for the three month period
ended March 31, 2017 are not necessarily indicative of the results to be expected for the full fiscal year.
Use of Estimates
The preparation of financial statements
in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
Accounts receivable is stated at the amount
management expects to collect from outstanding balances. Management establishes a reserve for doubtful accounts based
on its assessment of the current status of individual accounts. Balances that remain outstanding after management has used reasonable collection
efforts are written off against the allowance. There were no allowances for doubtful accounts as of March 31, 2017 and
December 31, 2016.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- continued
|
Inventory
Inventory consists of raw materials, and
finished goods of SUGARDOWN®. Inventories are stated at the lower of cost (first-in, first-out) or market, not in excess of
net realizable value. The Company adjusts the carrying value of its inventory for excess and obsolete inventory. The Company continues
to monitor the valuation of its inventory.
Revenue Recognition
The Company generates revenues from sales
of SUGARDOWN®. Revenue is recognized when there is persuasive evidence that an arrangement exists, the price is fixed and determinable,
the product is shipped in accordance with the customers’ Free On Board (FOB) shipping point terms and collectability is reasonably
assured. In practice, the Company has not experienced or granted significant returns of product. Shipping fees charged
to customers are included in revenue and shipping costs are included in costs of sales.
Fair Value of Financial Instruments
Fair values determined
by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize
data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined
by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity
to develop its own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable,
accounts payable, accrued expenses, and notes payable. The carrying value of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximates fair value due to their short-term nature using level 3 inputs as defined above. The
carrying value of the notes payable as of March 31, 2017 and December 31, 2016, evaluated using level 3 inputs defined above
based on quoted market prices on rates available to the Company for debt with similar terms and maturities, approximates the fair
value.
Convertible Instruments
U.S. GAAP requires companies to bifurcate
conversion options from their host instruments and account for them as free standing derivative financial instruments according
to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative
instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument
with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule
is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10.
When the Company has determined that the
embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts
to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between
the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price
embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date
of redemption.
Common Stock Purchase Warrants and Other Derivative Financial
Instruments
The Company classifies as equity any contracts
that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or
settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's
own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement
to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives
the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company
assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine
whether a change in classification between assets and liabilities is required.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued
|
The Company’s free standing derivatives
consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and of embedded conversion
options with senior convertible debentures. The Company evaluated these derivatives to assess their proper classification in the
balance sheet as of March 31, 2017 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging.
The Company determined that certain embedded conversion and/or exercise features do not contain fixed settlement provisions. The
convertible debentures contain a conversion feature such that the Company could not ensure it would have adequate authorized shares
to meet all possible conversion demands.
As such, the Company was required to record
the debt and warrant derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives
to fair value at the end of each reporting period.
Stock-Based Compensation
Stock–based compensation, including
grants of employee and non-employee stock options and modifications to existing stock options, is recognized in the income statement
based on the estimated fair value of the awards
.
The Company uses the Black-Scholes option pricing model to determine the
fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting
period of the award.
The determination of the fair value of
share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including
expected volatility, expected life, risk-free interest rate and expected dividends. The Company has a limited history of market
prices of the common stock, and as such volatility is estimated using historical volatilities over the prior three years. The expected
life of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest
rates appropriate for the terms of our awards. The dividend yield assumption is based on history and expectation of paying no dividends.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from
those estimates. Stock-based compensation expense is recognized in the financial statements on a straight-line basis over the vesting
period, based on awards that are ultimately expected to vest.
The Company grants stock options to non-employee
consultants from time to time in exchange for services performed for the Company. Equity instruments granted to non-employees are
subject to periodic revaluation over their vesting terms. In general, the options vest over the contractual period of the respective
consulting arrangement and, therefore, the Company revalues the options periodically and records additional compensation expense
related to these options over the remaining vesting period.
Loss per Share
Basic net loss per share is computed based
on the net loss for the period divided by the weighted average actual shares outstanding during the period. Diluted net loss per
share is computed based on the net loss for the period divided by the weighted average number of common shares and common equivalent
shares outstanding during each period unless the effect of such common equivalent shares would be anti-dilutive. Common stock equivalents
represent the dilutive effect of the assumed exercise of certain outstanding stock options using the treasury stock method. The
weighted average number of common shares for the three month period ended March 31, 2017 did not include 60,227,273, and 12,094,000
and 28,404,669 for convertible notes payable and accrued interest, options and warrants, respectively, because of their anti-dilutive
effect. The weighted average number of common shares for the three month period ended March 31, 2016 did not include 6,289,000
and 12,424,669 for options and warrants, respectively, because of their anti-dilutive effect.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
Recent Accounting Pronouncements
There are various
updates recently issued, most of which represented technical corrections to the accounting literature or application to specific
industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash
flows.
Inventories consist of material, labor
and manufacturing overhead and are recorded at the lower of cost, using the weighted average cost method, or net realizable value.
The components of inventories at March
31, 2017 and December 31, 2016, net of inventory reserves, were as follows:
|
|
2017
|
|
|
2016
|
|
Raw materials
|
|
$
|
34,919
|
|
|
$
|
34,919
|
|
Finished goods
|
|
|
19,638
|
|
|
|
20,197
|
|
|
|
$
|
54,557
|
|
|
$
|
55,116
|
|
The Company periodically reviews quantities
of inventory on hand and compares these amounts to expected usage of each particular product or product line. The Company records,
as a charge to cost of sales, any amounts required to reduce the carrying value to net realizable value.
The SUGARDOWN® technology and patent applications are being
amortized on a straight-line basis over their useful lives of 14 years. Goodwill is not amortized, but is evaluated annually
for impairment.
Intangible assets consist of the following at March 31, 2017
and December 31, 2016:
|
|
2017
|
|
|
2016
|
|
SUGARDOWN® technology and patent applications
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
Less accumulated amortization
|
|
|
(412,500
|
)
|
|
|
(396,429
|
)
|
Intangible assets, net
|
|
$
|
487,500
|
|
|
$
|
503,571
|
|
Amortization expense was $16,071 and $16,071 for the three months
ended March 31, 2017 and 2016, respectively.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
4.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
The Company measures the fair value of
financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines
fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines
fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value.
ASC 820 describes three levels of inputs that may be used to
measure fair value:
Level 1 —
|
quoted prices in active markets for identical assets or liabilities
|
Level 2 —
|
quoted prices for similar assets and liabilities in active markets or inputs that are observable
|
Level 3 —
|
inputs that are unobservable based on an entity’s own assumptions, as there is little, if any, related market activity (for example, cash flow modeling inputs based on assumptions)
|
Financial liabilities as of
March 31, 2017 measured at fair value on a recurring basis are summarized below:
|
|
March 31,
2017
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Derivative liability
|
|
$
|
1,193,980
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,193,980
|
|
Warrant liability
|
|
|
1,103,811
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,103,811
|
|
Total
|
|
$
|
2,297,791
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,297,791
|
|
Financial liabilities as of
December 31, 2016 measured at fair value on a recurring basis are summarized below:
|
|
December 31,
2016
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Derivative liability
|
|
$
|
1,234,106
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,234,106
|
|
Warrant liability
|
|
|
1,093,765
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,093,765
|
|
Total
|
|
$
|
2,327,871
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,327,871
|
|
The Company determined that certain conversion/exercise
option related to a convertible note and issued warrants did not have fixed settlement provisions and are deemed to be derivative
financial instruments, since the conversion/exercise prices was subject to reset adjustment should the Company issue any option
to acquire the Company’s common stock lower than the conversion /exercise price. Accordingly, the Company was required to
record such conversion/exercise options as a liability and mark such derivative to fair value each reporting period. Such
instrument was classified within Level 3 of the valuation hierarchy.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
4. FAIR VALUE OF FINANCIAL
INSTRUMENTS – (Continued)
The fair value of the conversion/exercise
options were calculated using a binomial lattice formula with the following weighted average assumptions during the three months
ended March 31, 2017:
Conversion option:
|
|
At
|
|
|
March 31,
|
|
|
|
Inception
|
|
|
2017
|
|
Common Stock Closing Price
|
|
$
|
0.0945
|
|
|
$
|
0.071
|
|
Conversion Price per Share
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
Conversion Shares
|
|
|
21,333,334
|
|
|
|
21,333,334
|
|
Call Option Value
|
|
|
0.0839
|
|
|
|
0.056
|
|
Dividend Yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Volatility
|
|
|
212.53
|
%
|
|
|
214.34
|
%
|
Risk-free Interest Rate
|
|
|
0.725
|
%
|
|
|
1.03
|
%
|
Term
|
|
|
2.0 years
|
|
|
|
1.38 years
|
|
Exercise option:
|
|
At
|
|
|
March 31,
|
|
|
|
Inception
|
|
|
2017
|
|
Common Stock Closing Price
|
|
$
|
0.0945
|
|
|
$
|
0.071
|
|
Conversion Price per Share
|
|
$
|
0.100
|
|
|
$
|
0.100
|
|
Conversion Shares
|
|
|
16,000,000
|
|
|
|
16,000,000
|
|
Call Option Value
|
|
|
0.0929
|
|
|
|
0.069
|
|
Dividend Yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Volatility
|
|
|
212.53
|
%
|
|
|
214.34
|
%
|
Risk-free Interest Rate
|
|
|
1.15
|
%
|
|
|
1.93
|
%
|
Term
|
|
|
5.0 years
|
|
|
|
4.38 years
|
|
The risk-free interest rate is the United
States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument. The volatility
is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. The
dividend yield is 0% as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future.
Level 3 liabilities are valued using unobservable
inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For
fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who
reports to the Chief Executive Officer, determine its valuation policies and procedures.
The development and determination of the
unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s
Chief Financial Officer and are approved by the Chief Executive Officer.
Level 3 financial liabilities consist of
the derivative liabilities for which there is no current market for these securities such that the determination of fair value
requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy
are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
4.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS – (Continued)
|
Significant observable and unobservable
inputs include stock price, exercise price, annual risk free rate, term, and expected volatility, and are classified within Level
3 of the valuation hierarchy. An increase or decrease in volatility or interest free rate, in isolation, can significantly increase
or decrease the fair value of the derivative liabilities. Changes in the values of the derivative liabilities are recorded as a
component of other income (expense) on the Company’s condensed statements of operations.
The following table sets forth a summary
of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring
basis using significant unobservable input for the three months ended March 31, 2017:
|
|
Debt
|
|
|
Warrant
|
|
|
|
Derivative
|
|
|
Liability
|
|
Balance, December 31, 2016
|
|
$
|
1,234,106
|
|
|
$
|
1,093,765
|
|
Aggregate amount of derivative instruments issued
|
|
|
-
|
|
|
|
-
|
|
Change in fair value of derivative liabilities
|
|
|
(40,126
|
)
|
|
|
10,046
|
|
Balance, March 31, 2017
|
|
$
|
1,193,980
|
|
|
$
|
1,103,811
|
|
|
5.
|
CONVERTIBLE NOTES PAYABLE
|
In August and September 2016, the Company
issued senior convertible debentures for an aggregate of $1,600,000 (the “Convertible Debentures”) in exchange for
an aggregate net cash proceeds of $1,327,300, net of financing costs. The Convertible Debentures have a stated interest rate of
6% per annum payable quarterly beginning June 30, 2017 and are due two years from the date of issuance, the latest due September
15, 2018 and are convertible into shares of the Company’s common stock at the option of the holder at a conversion price
of $0.075 with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average
common stock price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company’s elects to lists
a class of securities on a national securities exchange.
As long as the convertible notes remain
outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined), amend its charter
in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common
stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness or pay cash dividends.
In connection with the issuance of the
Convertible Debentures, the Company issued an aggregate of 16,000,000 warrants to purchase the Company’s common stock at
$0.10 per share, expiring five years from the date of issuance, the latest being September 15, 2021. These warrants contain a cashless
exercise and certain anti-dilutive (reset) provisions.
The Company determined that certain conversion/exercise
option related to a convertible note and issued warrants did not have fixed settlement provisions and are deemed to be derivative
financial instruments due to price protection features present in the conversion/ exercise price that are not consistent with a
fixed for fixed model.
The accounting treatment of derivative
financial instruments requires that the Company record the fair value of the derivative as of the issuance date of the debenture
and warrants and to re-measure the derivatives at fair value as of each subsequent reporting date.
The Company recognized the value attributable
to the conversion feature of the convertible debenture and issued warrants of $2,203,336 and together with financing costs of $272,700
(aggregate of $2,476,036) as a discount against the notes up to $1,600,000 with the excess of $876,036 charged to interest during
the three months ended September 30, 2016. The Company valued the conversion option and the warrants using the Binomial Lattice
pricing model as described in Note 4. The debt discount is amortized over the note’s maturity period as interest expense.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
5.
|
CONVERTIBLE NOTES PAYABLE – (Continued)
|
For the three months ended March
31, 2017, the Company amortized $197,260 debt discount to operations as interest expense.
Convertible notes
payable consist of the following at March 31, 2017 and December 31, 2016:
|
|
2017
|
|
|
2016
|
|
Principal balance
|
|
$
|
1,600,000
|
|
|
$
|
1,600,000
|
|
Debt discount
|
|
|
(833,923
|
)
|
|
|
(1,031,183
|
)
|
Deferred finance costs
|
|
|
(172,782
|
)
|
|
|
(204,198
|
)
|
Outstanding, net of debt discount
|
|
$
|
593,295
|
|
|
$
|
364,619
|
|
The Company is authorized to issue up to
5,000,000 shares of its $0.001 par value preferred stock and up to 200,000,000 shares of its $0.001 par value common stock. During
the year ended December 31, 2013, the Company amended its certificate of incorporation to increase the number of common shares
from 100,000,000 to 200,000,000. The amendment went into effect on September 7, 2013.
On
November 2, 2015, the Company’s Board of Directors voted to approve an increase in authorized common stock shares outstanding
from 200,000,000 shares to 400,000,000 shares of the Company’s common stock. This increase is subject to shareholder
approval.
Common Stock
No shares of common stock were issued during
the three months ended March 31, 2017
Common Stock Warrants
The
Company accounts for warrants as either equity instruments or liabilities depending on the specific terms of the warrant agreement. As
of March 31, 2017, the Company had 28,404,669 warrants outstanding which are all classified as equity instruments and are fully
exercisable as of March 31, 2017.
The following table summarizes the Company’s common stock
warrant activity during the three months ended March 31, 2017:
|
|
Warrants
|
|
|
Weighted Average
Exercise Price
|
|
Outstanding as of December 31, 2016
|
|
|
28,424,669
|
|
|
$
|
0.29
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited/cancelled
|
|
|
(20,000
|
)
|
|
|
1.15
|
|
Outstanding as of March 31, 2017
|
|
|
28,404,669
|
|
|
$
|
0.29
|
|
|
7.
|
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION
|
During the year ended December 31, 2010,
the Company adopted a stock option plan entitled “The 2010 Stock Plan” (“2010 Plan”) under which the Company
may grant options to purchase up to 5,000,000 shares of common stock. On September 7, 2013, the 2010 plan was amended
to increase the number of shares of common stock issuable under the 2010 Plan to 7,500,000. As of March 31, 2017 and
December 31, 2016, there were 250,000 and 250,000 options outstanding under the 2010 Plan, respectively.
During the year ended December 31, 2011,
the Company adopted a non-qualified stock option plan entitled “2011 Non-Qualified Stock Plan” (“2011 Plan”)
under which the Company may grant options to purchase 2,100,000 shares of common stock. In
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
December 2012, the 2011 Plan was amended
to increase the number of shares of common stock issuable under the 2011 Plan to 12,000,000 shares. During the period
ended March 31, 2013, the 2011 Plan was amended to increase the number of shares of common stock issuable under the 2011 Plan to
17,500,000. As of March 31, 2017 and December 31, 2016, there were 11,844,000 and 12,039,000 options outstanding under
the 2011 Plan, respectively.
Under the terms of the stock plans, the
Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options
is typically one to four years and the options typically expire in five to ten years.
No stock options were granted in either three month period ending
March 31, 2017 or 2016.
The Company recognized $12,439 and $0 of
stock-based compensation costs in the accompanying statement of operations for the three months ended March 31, 2017 and 2016,
respectively. As of March 31, 2017, there was $219,756 of unrecognized compensation expense related to non-vested stock
option awards that is expected to be recognized in future periods.
The following table summarizes the Company’s stock option
activity during the three months ended March 31, 2017:
|
|
Shares
|
|
|
Exercise Price per
Share
|
|
|
Weighted Average
Exercise Price per
Share
|
|
Outstanding as of December 31, 2016
|
|
|
12,289,000
|
|
|
$
|
0.10-1.21
|
|
|
$
|
0.39
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Options forfeited/cancelled
|
|
|
(195,000
|
)
|
|
|
0.10
|
|
|
|
0.10
|
|
Outstanding as of March 31, 2017
|
|
|
12,094,000
|
|
|
$
|
0.10-1.21
|
|
|
$
|
0.39
|
|
There were no stock option exercises during
the three months ended March 31, 2017 or March 31, 2016.
The following table summarizes information about stock options
that are vested or expected to vest at March 31, 2017:
Vested or Expected to Vest
|
|
|
Exercisable Options
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
Number
|
|
|
Exercise
|
|
|
Remaining
|
|
|
Aggregate
|
|
Exercise
|
|
|
Number of
|
|
|
Price Per
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
of
|
|
|
Price
|
|
|
Contractual
|
|
|
Intrinsic
|
|
Price
|
|
|
Options
|
|
|
Share
|
|
|
Life (Years)
|
|
|
Value
|
|
|
Options
|
|
|
Per Share
|
|
|
Life (Years)
|
|
|
Value
|
|
$
|
0.10
|
|
|
|
1,600,000
|
|
|
$
|
0.10
|
|
|
|
8.95
|
|
|
$
|
-
|
|
|
|
1,600,000
|
|
|
$
|
0.10
|
|
|
|
8.95
|
|
|
$
|
-
|
|
|
0.18
|
|
|
|
934,000
|
|
|
|
0.18
|
|
|
|
6.25
|
|
|
|
-
|
|
|
|
934,000
|
|
|
|
0.18
|
|
|
|
6.25
|
|
|
|
-
|
|
|
0.20
|
|
|
|
2,150,000
|
|
|
|
0.20
|
|
|
|
4.66
|
|
|
|
-
|
|
|
|
2,150,000
|
|
|
|
0.20
|
|
|
|
4.66
|
|
|
|
-
|
|
|
0.37
|
|
|
|
58,000
|
|
|
|
0.37
|
|
|
|
5.42
|
|
|
|
-
|
|
|
|
58,000
|
|
|
|
0.37
|
|
|
|
5.42
|
|
|
|
-
|
|
|
0.40
|
|
|
|
2,000,000
|
|
|
|
0.40
|
|
|
|
4.42
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.40
|
|
|
|
4.42
|
|
|
|
-
|
|
|
0.42
|
|
|
|
63,000
|
|
|
|
0.42
|
|
|
|
3.75
|
|
|
|
-
|
|
|
|
63,000
|
|
|
|
0.42
|
|
|
|
3.75
|
|
|
|
-
|
|
|
0.50
|
|
|
|
2,810,000
|
|
|
|
0.50
|
|
|
|
0.80
|
|
|
|
-
|
|
|
|
2,810,000
|
|
|
|
0.50
|
|
|
|
0.80
|
|
|
|
-
|
|
|
0.60
|
|
|
|
2,000,000
|
|
|
|
0.60
|
|
|
|
4.42
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.60
|
|
|
|
4.42
|
|
|
|
-
|
|
|
0.69
|
|
|
|
100,000
|
|
|
|
0.69
|
|
|
|
7.00
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
0.69
|
|
|
|
7.00
|
|
|
|
-
|
|
|
1.21
|
|
|
|
379,000
|
|
|
|
1.21
|
|
|
|
6.78
|
|
|
|
-
|
|
|
|
379,000
|
|
|
|
1.21
|
|
|
|
6.78
|
|
|
|
-
|
|
$
|
0.10-1.21
|
|
|
|
12,094,000
|
|
|
$
|
0.39
|
|
|
|
4.46
|
|
|
$
|
-
|
|
|
|
8,094,000
|
|
|
$
|
0.39
|
|
|
|
4.46
|
|
|
$
|
-
|
|
The weighted-average remaining contractual
life for stock options exercisable at March 31, 2017 is 4.46 years. At March 31, 2017, the Company has 5,656,000 and 7,250,000
options available for grant under the 2011 Plan and 2010 Plan, respectively. There was $0 intrinsic value for fully vested, exercisable
options at both March 31, 2017 and December 31, 2016. There were no options exercised in the three months ended March 31, 2017
or March 31, 2016. No actual tax benefit was realized from stock option exercises during these periods.
As of March 31, 2017, 8,094,000 of the
stock options issued by the Company are fully vested and 4,000,000 remain unvested.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
8.
|
RELATED PARTY TRANSACTIONS
|
Through December
31, 2011, a founder of the company and significant shareholder, Dr. David Platt advanced $257,820 to the Company to fund
start-up costs and operations. Advances by Dr. Platt carry an interest rate of 6.5% and were due on June 29, 2013. On May 7, 2012,
Dr. Platt and the Company's former President and also a significant shareholder entered into promissory notes to advance to the
Company an aggregate of $40,000. The notes accrue interest at 6.5% per year and were due June 30, 2013. The outstanding notes of
$297,820 have been amended each year to extend the maturity dates. Most recently, effective June 30, 2015, the outstanding
notes for Dr. Platt were amended to extend the maturity dates to June 30, 2017. The maturity date for the Company's former President
remain June 30, 2016 and have been classified as a current liability within the accompanying balance sheet.
On June 24, 2011,
the Company entered into a definitive Licensing and Manufacturing Agreement (the "Agreement") with Advance Pharmaceutical Company
Ltd. ("Advance Pharmaceutical"), a Hong Kong-based privately-held company. Under terms of the Agreement, the Company
manufactures and supplies product in bulk for Advance Pharmaceutical. Advance Pharmaceutical is responsible for the packaging,
marketing and distribution of SUGARDOWN® in certain territories within Asia. Advance Pharmaceutical, through a wholly
owned subsidiary, has purchased an aggregate 1,799,800 shares of the Company’s common stock in conjunction with the Company’s
private placement offerings during the years ended December 31, 2012 and 2011. The shares were purchased on the same
terms as the other participants acquiring shares in the respective offerings. Conroy Chi-Heng Cheng is a director of
Advance Pharmaceutical and joined the Company’s Board in December 2013. No revenue was generated pursuant
to the Agreement for the three months ended March 31, 2017 or 2016.
In December 2013,
the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded)
initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.)
for which Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement
entered into with Dr. Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted
he was entitled to receive and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped
the amount for which it would indemnify Dr. Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification
amounts paid by the Company should he prevail in the arbitration. The Board decided to indemnify Dr. Platt after considering
a number of factors, including the scope of the Company’s existing indemnification obligations to officers and directors
and the potential impact of the arbitration on the Company. In May 2014, the Board approved a $50,000 increase in indemnification
support, solely for the payment of outside legal expenses. The Company recorded a total of $182,697 in costs associated
with Dr. Platt’s indemnification, of which $119,401 was expensed in the year ended December 31, 2013 and of which $63,296
was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor of Dr. Platt,
confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014.
On March 2, 2015,
the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and to offset
this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board
determined that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by
Dr. Platt in July 2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt’s
indemnification by the Company. Accordingly, the Company has recorded the reduction in accrued interest through
equity during the year ended December 31, 2015. As of March 31, 2017 and December 31, 2016, $24,598 and $24,131, respectively,
of accrued interest in connection with the related party promissory notes, had been included in accrued expenses and other current
liabilities on the accompanying balance sheet.
In June 2015,
the Company received $200,000 of cash proceeds from CJY Holdings Limited, in connection with a potential future exercise of its
warrant. On November 12, 2015, the Company entered into a modification of a previously issued warrant agreement to CJY. The Board
approved the reduction in the common stock warrant exercise prices from $0.50 to $1.00 per share to $0.17 per share. In connection
with the June 2015 proceeds of $200,000 previously received by the Company and the reduction in the warrant exercise price, the
Board approved the issuance of 1,194,440 shares of Common Stock to CJY in connection with the modified warrant agreement. These
shares were issued on December 5, 2016. Prior to their issuance, $200,000 was recorded in common stock subscribed.
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
|
8.
|
RELATED PARTY TRANSACTIONS - (continued)
|
During September 2015, the Company entered into a
securities purchase agreement with CJY. Pursuant to this agreement, the Company issued to CJY a convertible
promissory note in the principal amount of $750,000. The Note was amended during the fourth quarter to $1,200,000 and was
amended again in 2016 to $1,752,000. This Note provided necessary bridge financing to the Company prior to a financing
of $1,600,000 completed in the third quarter of 2016. Interest accrues at the rate of 10% per annum and is due upon maturity
of the note in August 2018. The Company may prepay this Note and any accrued interest at any time. At any
time on, amounts outstanding under the CJY Note are convertible into the Company’s common stock, in whole or in part,
at the option of the lender, at a conversion price of $0.05 per share. A beneficial conversion feature of $1,642,000 was
calculated and capped at the value of the note pursuant to ASC 470 - 20. The Company recorded amortization of the beneficial
conversion feature as interest expense in the amount of $154,665 and $117,654 during the three months ended March 31, 2017
and 2016, respectively.
Convertible notes
payable – related party consist of the following at March 31, 2017 and December 31, 2016:
|
|
2017
|
|
|
2016
|
|
Principal balance
|
|
$
|
1,752,000
|
|
|
$
|
1,752,000
|
|
Debt discount
|
|
|
(842,874
|
)
|
|
|
(997,539
|
)
|
Outstanding, net of debt discount
|
|
$
|
909,126
|
|
|
$
|
754,461
|
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
Leases
The Company currently
leases office space in Lawrence, MA under a month to month lease. Prior to this location, the Company leased office space in Newton
MA under a lease that expired July 31, 2016. The Company has no further obligation under that lease. The Company recognized rent
expense of $900 and $4,950 during the three months ended March 31, 2017 and 2016, respectively.
There are no future minimum lease payments
under non-cancelable operating leases as of March 31, 2017.
The Company has evaluated events and transactions
that occurred from March 31, 2017 through the date of filing, for possible disclosure and recognition in the financial statements. See
discussed below material subsequent events that impact its financial statements or disclosures.
On April 3, 2017, in accordance with the
terms of a Securities Purchase Agreement, the Company issued 1,038,301 shares to an investor upon conversion of a note payable
held by the investor for $75,000 including accrued interest of approximately $2,873. The cost basis for the shares issued was $0.075.
On
April 26, 2017,
Boston Therapeutics, Inc. (the “Company”)
entered into
Securities Purchase Agreement with CJY Holdings Limited (“CJY") providing for the sale by the Company to CJY of 6% Subordinated
Convertible Debenture in an amount of up to $1,000,000 (the "Debentures"). In addition to the Debentures, CJY will
also receive stock purchase warrants (the "Warrants") to acquire 500,000 shares of common stock of the Company for every
$50,000 in Debentures purchased. The Warrants are exercisable for five years at an exercise price of $0.10 and may be exercised
on a cashless basis. The Company may only use the proceeds for the payment of services or materials associated with clinical
trials. The Company closed on $200,000 in financing and issued the related Debentures and Warrants under this agreement on April
26, 2017.
The
Debentures bear interest at 6% per annum and mature two years from issuance. CJY may elect to convert all or part of the Debentures,
plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $0.10 per share.
Interest on the Debentures is payable in cash or shares of common stock at $0.10 per share quarterly commencing June 30, 2017. The
conversion price is subject to adjustment for stock dividends and stock splits. In addition, if after the original issue
date of the Debentures, either (i) the volume weighted average price equals or exceeds $0.50 for 10 consecutive trading days or
(ii) the
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the Three Months Ended March 31, 2017 and 2016
10.
SUBSEQUENT
EVENTS - (continued)
Company's
elects to lists a class of securities on a national securities exchange, the Company may cause CJY to convert all or part of the
then outstanding principal amount of the Debentures plus, accrued but unpaid interest, liquidated damages and other amounts owed.
CJY agreed to
restrict its ability to convert the Debentures and exercise the Warrants and receive shares of common stock such that the number
of shares of common stock held by CJY after such conversion or exercise does not exceed 4.99% of the then issued
and outstanding shares of common stock.