PART
I
ITEM
1. BUSINESS
General
Conversion Labs, Inc., a Delaware
corporation, is the parent company of majority-owned subsidiaries LegalSimpli Software, LLC, a Puerto Rico limited liability company,
Conversion Labs PR, LLC (formerly Immudyne PR LLC), a Puerto Rico limited liability company, and Conversion Labs Asia Limited,
a Hong Kong company. Conversion Labs, Inc. was formed in the State of Delaware on May 24, 1994, under our prior name, Immudyne,
Inc. We changed our name to Conversion Labs, Inc. on June 22, 2018. Further, in connection with changing its name, the Company
changed its trading symbol to CVLB.
Business
Overview
Conversion
Labs, Inc. is a diversified online direct response marketing company that creates, in-licenses, and acquires proprietary and innovative
consumer products that address large unmet needs in the online marketplace. We sell our products directly to consumers through
advertisements on Facebook, Google, Amazon, and other social media and e-commerce platforms. Secondarily, we sell our products
to traditional retailers, wholesalers and physicians’ offices.
We
currently have four commercial stage brands in our portfolio:
|
●
|
Shapiro
MD: Launched in 2017, Shapiro MD is a patented line of shampoo, conditioner and leave-in foamer for thicker, fuller
hair. The Shapiro MD line also includes a U.S. Food and Drug Administration (“FDA”) approved minoxidil
product and a supplement for hair loss.
|
|
●
|
iNR Wellness MD:
Launched in 2018, iNR Wellness MD is a beta glucan nutritional supplement for immune support. There are a multitude of published
studies, many noted on the National Institute of Health website, relating to the health benefits of beta glucan. The FDA and
the European Food Safety Authority have approved health claims related to the maintenance or reduction of blood cholesterol
and consumption of 3 grams of beta-glucan daily.
|
|
●
|
Scarology: Launched
in 2019, Scarology is a proprietary 3 step Scar Care System designed to improve the overall color, texture and appearance
of scars. The system consists of a natural fruit acid exfoliator, a proprietary scar healing cream and silicon scar sheets.
|
|
●
|
PDF
Simpli: Launched in 2018, PDF Simpli is a PDF conversion software-as-a-service (SaaS) product, which was acquired through
the purchase of 51% of the membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company,
which operates a marketing-driven software solutions business.
|
We
launched our online direct marketing business in the fourth quarter of 2015 with the establishment of a partnership with Inate
Skincare, LLC (“Inate”). Our initial intention was to launch a skin care line containing our proprietary ingredients
and to market such products directly to consumers. We entered into a limited liability company operating agreement with our joint
venture partners with respect to Inate under the legal name Immudyne PR LLC (“Immudyne PR”). On April 1, 2016, the
original operating agreement of Immudyne PR was amended and restated and we increased our ownership and voting interest in Immudyne
PR to 78.2%. Subsequently, concurrent with the name change of the parent company to Conversion Labs, Inc., Immudyne PR was renamed
to Conversion Labs PR LLC.
Our
priority is to pursue opportunities to market our products and increase sales. We expect that a significant component of our selling,
general and administration expenses going forward will consist of advertising expenses and service fees to maintain skilled professionals
to market our products online. These aforementioned costs, along with the additional costs resulting from our operations as a
public reporting company, could adversely impact our future results of operations.
Divestiture
of Nutraceutical and Cosmetic Additives Business
Throughout
2017, we manufactured, distributed and sold natural immune support products containing our proprietary yeast beta glucans, a group
of beta glucans naturally occurring in the cell walls of yeast that have been shown through testing and analysis to support the
immune system. Beta glucans, or β-Glucans, are a natural extract that are considered to be “biological response modifiers”
that support the immune system. The most common sources of beta glucans are from the cell walls of baker’s yeast, the cellulose
in plants, the bran of cereal grains and certain fungi and bacteria.
In the first quarter of 2018
we sold all assets and liabilities related to our legacy business that manufactured raw yeast beta glucan. As a result of this
divestiture, we now solely operate our online direct marketing business through our majority-owned operating subsidiary, Conversion
Labs PR.
Our
Products
We currently have four
commercial stage brands. Generally, our business model is to license or acquire innovative products that address large, global
unmet needs which can be placed onto our internet based or “online” direct response marketing platform. We seek to
protect the market position of our products with intellectual property, trade secrets, trademarks and brand equity. Our brands
and products are as follows:
Shapiro
MD
®
Launched in the second
quarter of 2017, Shapiro MD is a patented line of hair products designed to help men and women regain thicker, fuller and healthier
looking hair. The products in our Shapiro MD line currently include a shampoo, a conditioner, a leave-in foamer, and a “product”
which contains Minoxidil, an FDA-approved product for hair growth. Additionally, we are in the process of adding an FDA-cleared
laser cap to our Shapiro MD product line. The Shapiro MD Shampoo and Conditioner are the result of 15 years of research and development
by Dr. Steven Shapiro and Dr. Michael Borenstein. The Shapiro MD product line is protected by two U.S. patents and typically contains
three naturally-occurring dihydrotestosterone (DHT) blocking ingredients. DHT is widely believed to be the main culprit of balding/hair-loss.
Clinical research on the ingredients used in Shapiro MD products has been published in scientific journals, including U.S. National
Library of Medicine National Institutes of Health, International Journal of Dermatology and European Hair Research Society.
iNR
Wellness MD
®
Launched in 2018, iNR
Wellness MD is a nutritional supplement for immune support. The iNR Wellness product line is a daily nutritional supplement that
contains yeast, oat, and mushroom beta glucans. Beta glucans, or β-Glucans, are a natural extract considered to be “biological
response modifiers” that support the immune system. Our three naturally occurring beta glucans have clinically shown to support
the human immune system and are commonly used as an OTC supplement to reduce cholesterol levels, maintain healthy blood glucose
levels, and support the immune system. Our spokespersons for our iNR Wellness MD brand include Dr. Joseph DiTrolio, Dr. Jack Gilbert,
and Dr. Liz Lipski, who are leading doctors/researchers in fields such as urology, microbiology, and nutrition. General scientific
research on beta glucans has been conducted in recent years by renowned medical laboratories, including Baylor College of Medicine,
U.S. Armed Forces Radiobiology Institute, Stanford University, Harvard University, and North Carolina State University. As more
studies are conducted on beta glucans, we believe the potential benefits to human health will continue to emerge. Although the
Food and Drug Administration (“FDA”) has historically endorsed the consumption of oat glucan/dietary fiber as an aid
to lower cholesterol, most of the testing and analysis or scientific research mentioned in this annual report has not been subject
to oversight of the FDA or any comparable regulatory body, and no regulatory body has attested to the efficacy of beta glucans
in supporting the immune system or treating disease. Further, the marketing of beta glucans is not subject to FDA approval, and
we are prohibited by Federal Trade Commission (“FTC”) and FDA regulations from suggesting in advertisements and product
labels that our products mitigate, treat, cure or prevent a specific disease or class of disease.
PDF
Simpli
Launched in 2018,
PDFSimpli is a PDF conversion software, which we acquired in June 2018 through the purchase of 51% of the
membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company. PDFSimpli enables users to
convert, edit and sign PDF documents and has had over 3 terabytes of documents converted or edited by customers from the
legal, financial, real-estate and academic sectors. As of February 28, 2019, PDFSimpli was ranked in the top 100,000 websites
globally, in which it was also ranked in the top 2,500 for specific countries and has more than 650,000 registered users
globally. PDFSimpli has had over 3 terabytes of documents converted or edited by customers from the legal, financial,
real-estate and academic sectors.
Scarology™
Launched
in 2018, Scarology is a topically applied scar healing solution delivered through a day and night routine. The system
consists of a natural fruit acid exfoliator, a proprietary scar healing cream and silicon scar sheets. The Scarology system
was developed by two prominent dermatologists and has been tested extensively in a clinical environment. The current global
scar treatment market, per Grand View Research’s 2017 Scar Treatment Industry Market Research Report, is estimated to
be more than $10 billion and is expected to grow to more than $34.5 billion by 2025.
Growth
Strategy
We actively seek to
acquire, license and develop products and brands with large untapped e-commerce potential and proven business models. We intend
to continue to grow revenue and profitability of our commercial stage consumer products. We also expect that PDFSimpli will continue
to grow and will achieve profitability in 2019. We continue to actively seek new brands to buy or license to expand our product
offerings and add to our growth.
We have begun selling all of
our products in international markets and we believe this represents a significant growth opportunity for us. We also entered into
a strategic partnership in Asia in 2018. Accordingly, we are in the process of building an e-commerce infrastructure in Asia where
we anticipate completion in the first half of 2019.
In early 2019, we also
launched a service-based business under the name Conversion Labs Media LLC, which will be used to run e-commerce marketing campaigns
for other online businesses. Conversion Labs Media LLC intends to develop, run, and optimize advertising and media strategies for
third parties looking to continue their growth on online platforms such as Amazon, Google, and Facebook. These services will be
monetized through a monthly consulting model or on a revenue share basis.
Marketing
We advertise our products on
social media platforms, search engines, Amazon, and third-party websites or selling platforms (the “Marketing Platforms”).
We develop marketing content, such as images or videos (the “Marketing Content”), that we pay to have marketed through
the Marketing Platforms. We manage the cost per click, customer acquisition cost, and other key performance indicators on the Marketing
Platforms to determine if certain campaigns are successful. When a potential customer clicks on the Marketing Content, they are
typically taken to landing pages for specific campaigns that show the offer of our brands where they can purchase our products
online.
In
early 2019, we also launched a service-based business under the name Conversion Labs Media LLC, which will be used to run e-commerce
marketing campaigns for other online businesses. Under this entity, we will create similar Marketing Content and landing pages,
which we may manage for clients on the Marketing Platforms.
Manufacturing
We
use third-parties to manufacture and package our products according to the formulas and packaging guidelines we dictate. In order
to minimize costs, we may elect to purchase raw or bulk materials directly from our suppliers and have them shipped to our manufacturers
so that we may incur only “tableting,” encapsulating and/or packaging costs and avoid the additional costs associated
with purchasing the finished product.
We
are dependent on certain third-party manufacturers, although we believe that other contract manufacturers could be quickly secured
if any of our current manufacturers cease to perform adequately. As of December 31, 2018, we utilized two (2) suppliers for finished
goods, three (3) suppliers for packaging and bottles and one (1) supplier for labeling. For the period ended December 31, 2018,
we purchased 100% of our finished goods from two (2) manufacturers.
We
have not experienced any material adverse effect on our business as a result of shortages of raw materials or packaging materials
used in the manufacturing of our products. An unexpected interruption or a shortage in supply could adversely affect our business
derived from these products. We are not substantially dependent on any raw material supplier or packaging supplier since alternative
sources of materials, with equal quality, could be quickly obtained if any of our current suppliers cease to supply us adequately.
We
rely on our contract manufacturers to maintain the quality of product components as new products are assessed and developed. As
we evaluate the needs for certain products within existing or new markets, we develop the most effective formulas and rely on
our third-party suppliers to provide certain raw materials and our manufacturers to manufacture the product. Products are then
sampled and tested for final approval and packaging. To monitor the quality of the raw materials that the suppliers provide and
the products that the third-party manufacturers produce, we randomly test our products through independent labs to ensure potency.
In addition, we select those manufacturers who themselves adhere to high standards of good manufacturing practices.
Competition
The
markets we sell into are large and highly competitive. Numerous online brands compete with us for customers throughout the United
States and internationally in the hair loss, scarring, immune support and PDF conversion verticals. We also compete with traditional
mass merchandisers, drug store chains, independent pharmacies and health food stores.
With respect to our consumer
products, we believe that our competitive advantage lies in the quality of our products, endorsements of our products from opinion-leading
physicians and experts, and, most importantly, our ability to optimally market our products directly to consumers.
The
Company’s competitors include, among others, Guthy Renker LLC, L’Oréal S.A., Atlantic Coast Media Group, LLC,
Hims, Inc. and The Estée Lauder Companies Inc. Many of our competitors are substantially larger and more experienced than
us, have longer operating histories, higher visibility and brand recognition and have materially greater financial and other resources
than us. We may not be able to successfully compete with them in the marketplace.
Intellectual
Property
We
regard our trademarks, copyrights, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual
property as important to our success, and we rely on trademark and copyright law, trade-secret protection and confidentiality
and/or license agreements with our employees, customers, partners and others to protect our proprietary rights. We have licensed
in the past, and expect that we may license in the future, certain proprietary rights, technologies or copyrighted materials from
third-parties and we rely on those third-parties to defend their proprietary rights, copyrights and technologies.
From
time-to-time, we register our principal brand names in the United States and certain foreign countries. Our material trademarks
include Shapiro MD
®
, iNR Wellness MD
®
, Scarology™ and Purpurex
®
. We currently
own these brand names as registered trademarks and substantially all of our net sales were from products bearing these brands.
The steps we take to protect our proprietary rights in our brand names may not be adequate to prevent the misappropriation of
our brand names in the United States or abroad. Existing trademark laws afford only limited practical protection for our product
lines. The laws and the level of enforcement of such laws in certain foreign countries where we market our products often do not
protect our proprietary rights in our products to the same extent as the laws of the United States. Because of the rapid pace
of the natural product industry’s development, we believe that the legal protection for our product is less significant
to our success than the knowledge, technical expertise and marketing skills of our personnel, the frequency of product expansion
and pace of market penetration.
We
rely primarily on proprietary trade secrets and extensive experience to operate our online direct response marketing platform.
We have two U.S. patents relating to our Shapiro MD products’ method for treatment of hair loss with a combination of natural
ingredients with one granted on March 24, 2015 and the other on January 3, 2017. In order to protect the confidentiality of our
intellectual property, including trade secrets, know-how and other proprietary technical and business information, it is our policy
to limit access to such information to those who require access in order to perform their functions and to enter into agreements
with employees, consultants and vendors to contractually protect such information.
Government
and Environmental Regulation
Our
business is heavily regulated by the FDA and the FTC. The FDA enforces the FDCA and Dietary Supplement Health and Education Act
(“DSHEA”) as they pertain to foods, food ingredients, cosmetics and dietary supplement production and marketing. Dietary
supplements are regulated as a category of food, not as drugs. We are not required to obtain FDA pre-market approval to sell our
products in the United States under current laws. Our hair loss and scarring products are regulated as cosmetics under the Federal
Food, Drug and Cosmetic Act.
The
FDA imposes GMP guidelines to ensure that dietary supplements are produced in a quality manner, do not contain contaminants or
impurities and are accurately labeled. GMPs include requirements for establishing quality control procedures, designing and constructing
manufacturing plants, testing ingredients and finished products and record keeping and handling of consumer product complaints.
The FDA has broad authority to enforce the provisions of federal law applicable to dietary supplements and cosmetics, including
the power to monitor claims made in product labeling, to seize adulterated or misbranded products or unapproved new drugs, to
request product recall, to enjoin further manufacture or sale of a product, to issue warning letters and to institute criminal
proceedings.
Advertising
and product claims regarding the efficacy of products are also regulated by the FTC. The FTC regulates the advertising of dietary
supplements, cosmetics and other health-related products to ensure that any advertising is truthful and not misleading, and that
an advertiser maintains adequate substantiation for all product claims. FTC enforcement actions may result in consent decrees,
cease and desist orders, judicial injunctions and the payment of fines with respect to advertising claims that are found to be
unsubstantiated.
Under current U.S. regulations,
our products must comply with certain labeling requirements enforced by the FDA and FTC, but otherwise generally are not required
to receive regulatory approval prior to introduction into the U.S. market. We believe that we are in compliance with all material
government regulations applicable to our products.
In
addition to the foregoing, our operations are subject to federal, foreign, state and local government laws and regulations, including
those relating to zoning, workplace safety and accommodations for the disabled, and our relationship with our employees is subject
to regulations, including minimum wage requirements, anti-discrimination laws, overtime, working conditions and citizenship requirements.
We currently do not incur any material costs in connection with our compliance with applicable environmental laws as our manufacturing
processes generate minimal discharge. Furthermore, the cost of maintaining compliance with applicable environmental laws has not,
and we believe, in the future, will not, have a material adverse effect on our business, results of operations and financial condition.
We believe we are in substantial compliance with all material governmental regulations applicable to our operations.
Employees
As of March 29, 2019, we
have 16 full-time and no part-time employees. Our full-time employees work in the following places:
|
●
|
Five in Huntington,
Beach, CA under Conversion Labs, Inc.
|
|
●
|
Seven in San Juan,
PR under Conversion Labs PR LLC
|
|
●
|
Four in San Juan,
PR under Legal Simpli Software LLC
|
None
of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work
stoppages and we consider our relationship with our employees to be good.
ITEM
1A. RISK FACTORS
Our
business and an investment in our securities are subject to a variety of risks. The following risk factors describe the most significant
events, facts or circumstances that could have a material adverse effect upon our business, financial condition, results of operations,
ability to implement our business plan, and the market price for our securities. Many of these events are outside of our control.
If any of these risks actually occur, our business, financial condition or results of operations may be materially adversely affected.
In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of
their investment.
Risks
Related to Our Company and Business
The
report of our independent registered public accounting firm contains explanatory language that substantial doubt exists about
our ability to continue as a going concern.
Our
independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about
our ability to continue as a going concern as of December 31, 2018. If we are unable to fund operations through our operating
business and are unable to obtain sufficient financing in the near term as required or achieve profitability, then we would, in
all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we
may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.
We
have generated losses and not yet achieved positive cash flows, which may adversely affect our liquidity and ability to continue
as a going concern.
We
cannot assure you that we will be able to achieve revenue growth, profitability or positive cash flow, on either a quarterly or
annual basis, or that profitability, if achieved, will be sustained. Our ability to meet our long-term business objectives likely
will be dependent upon establishing increased cash flow from operations or securing other sources of financing. If our losses
continue, however, our liquidity may be severely impaired, our stock price may fall, and our shareholders may lose all or a significant
portion of their investment.
We
may not be able to implement our growth and marketing strategy successfully or on a timely basis or at all.
Our
future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and sales of
our product portfolio, attracting new consumers to our brand and introducing new product lines and product extensions. Our ability
to implement this growth strategy depends, among other things, on our ability to:
|
●
|
enter into distribution
and other strategic arrangements with other potential distributors of our all-natural raw material products;
|
|
●
|
increase our brand
recognition;
|
|
●
|
expand and maintain
brand loyalty; and
|
|
●
|
research new applications
for existing products and develop new product lines and extensions.
|
Cyber
security risks and the failure to maintain the integrity of data belonging to our Company could expose us to data loss, litigation
and liability, and our reputation could be significantly harmed.
We
collect and retain large volumes of data relating to our business and from our customers for business purposes, including for
transactional and promotional purposes, and our various information technology systems enter, process, summarize and report such
data. The integrity and protection of this data is critical to our business. We are subject to significant security and privacy
regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations
and requirements could be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the
intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use
of data relating to our company or our employees, independent distributors or preferred customers, which could harm our reputation,
disrupt our operations, or result in remedial and other costs, fines or lawsuits.
Our
Revenue Growth Depends on Consumers’ Willingness to Adopt our Products.
Our
growth is highly dependent upon the adoption by consumers of our products, and we are subject to a risk of any reduced demand
for our products. If the market for our products does not gain broad market acceptance or develops more slowly than we expect,
our business, prospects, financial condition and operating results will be harmed. The market for our products is relatively new,
rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government
regulation and industry standards, and changing consumer demands and behaviors.
If
we undertake product recalls or incur liability claims with respect to our products, such recalls or claims could increase our
costs and adversely affect our reputation, business and results of operations.
Our
yeast beta glucan nutritional supplement products are designed for human consumption and we face product recalls or liability
claims if the use of our products is alleged to have resulted in injury or death. To date, we have not (i) conducted any product
recalls, (ii) received any product liability claims from third parties, or (iii) received any reports from an end consumer of
any adverse effect resulting from our products. A product recall or liability claim against us could result in increased costs
and could adversely affect our reputation with our customers, which, in turn, could have an adverse effect on our business, financial
condition and results of operations. While we do maintain product liability insurance coverage, we cannot be sure that we will
be able to maintain insurance coverage at acceptable costs or in a sufficient amount, that our insurer will not disclaim coverage
as to a future claim or that a product liability claim would not otherwise adversely affect our business, financial condition
and results of operations. The cost of any product liability litigation or other proceeding, even if resolved in our favor, could
be substantial. Uncertainties resulting from the initiation and continuation of product liability litigation or other proceedings
could have an adverse effect on our ability to compete in the marketplace.
If
we lose our President and Chief Executive Officer or are unable to attract and retain additional qualified personnel, the quality
of our products may decline, and our business may be adversely affected.
We
rely heavily on the expertise, experience and continued services of our President and Chief Executive Officer, Justin Schreiber.
We estimate that Mr. Schreiber spends approximately 60% of this time related to the Company’s activities. Loss of his services
could adversely affect our ability to achieve our business objectives, if we are unable to find a suitable replacement. Mr. Schreiber
is an integral factor in establishing relationships and the continued development of our business depends upon his continued employment.
If he were to resign or retire, we would have to find a suitable replacement who shared his expertise and relationships. Any delay
in finding a suitable replacement would adversely affect the pace at which we are able to successfully grow our business and could
harm our existing business, resulting in a decrease in sales and revenue.
We
believe our future success will depend upon our ability to retain key employees and our ability to attract and retain other skilled
personnel and consultants. While we have been able to find a sufficient number of skilled personnel consistent with our growth
to date, we cannot guarantee that any employee will remain employed by us for any period of time or that we will be able to attract,
train or retain qualified personnel in the future consistent with our growth. Such loss of personnel could have a material adverse
effect on our business and company. Furthermore, we may need to employ additional personnel to expand our business. Qualified
employees and consultants in the dietary supplement industry are in great demand and may be unavailable in the time frame required
to satisfy our customers’ requirements. There is no assurance we will be able to attract and retain sufficient numbers of
highly skilled employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive
rates could impair the growth of our business.
We Face Risks Arising from
Acquisitions.
We
may pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of
acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries,
difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection
with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising
from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired
businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. We cannot
assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other
strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in
the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets
recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition, multiple acquisitions
within a short period of time, or miscalculate expected returns on an acquisition.
The
Success of Our Business Depends in Large Part on Our Ability to Protect and Enforce Our Intellectual Property Rights.
We
rely on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures
and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We
cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives
us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented.
Our currently issued patents and any patents that we may issue in the future, with respect to pending or future patent applications,
may not provide sufficient broad protection or they may not prove to be enforceable in actions against alleged infringers. Also,
we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications
or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights.
We
endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business in order
to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent
unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies
that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends
on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when
our rights have been infringed.
Furthermore,
effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which
our services are available over the Internet.
Changes
to Federal, State or International Laws or Regulations Applicable to Our Company Could Adversely Affect Our Business.
Our
business is subject to a variety of federal, state and international laws and regulations. These laws and regulations, and the
interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting our
business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion
of management’s attention. If we fail to comply with these applicable laws or regulations, we could be subject to significant
liabilities which could adversely affect our business.
We
may be subject to environmental, health and safety laws, which could increase our costs and restrict our operations in the future.
Our
operations may be subject to environmental, health and safety laws and regulations in each of the jurisdictions in which we operate.
These laws and regulations concern, among other things, the generation, handling, transportation and disposal of hazardous substances
or wastes, the clean-up of hazardous substance releases, and the emission or discharge of materials into the air or water. Although
we currently incur limited expenditures in connection with these environmental, health and safety laws and regulations, if we
fail to comply with the requirements of such laws and regulations or if such laws change significantly in the future, we could
incur substantial additional costs to alter our manufacturing processes and/or adjust our supply chain management. Such changes
could also result in significant inventory obsolescence. Compliance with environmental, health and safety requirements could also
restrict our ability to expand our facilities in the future.
Risks
Related to Marketing
Our
future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency
of our marketing efforts and our ability to select effective markets and media in which to advertise.
Our
consumer products business success depends on our ability to attract and retain customers, which significantly depends on our
marketing practices. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our
marketing efforts, including our ability to:
|
●
|
create greater awareness
of our brand;
|
|
●
|
identify the most
effective and efficient levels of spending in each market, media and specific media vehicle;
|
|
●
|
determine the appropriate
creative messages and media mix for advertising, marketing and promotional expenditures;
|
|
●
|
effectively manage
marketing costs (including creative and media) to maintain acceptable customer acquisition costs;
|
|
●
|
acquire cost-effective
television advertising;
|
|
●
|
select the most
effective markets, media and specific media vehicles in which to advertise; and
|
|
●
|
convert consumer
inquiries into actual orders.
|
Unfavorable
publicity or consumer perception of our products and any similar products distributed by other companies could have a material
adverse effect on our business.
We
believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality
of nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our products
can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention
and other publicity regarding the consumption of nutritional supplements. We cannot assure you that future scientific research,
findings, regulatory proceedings, litigation, media attention or other favorable research findings or publicity will be favorable
to the nutritional supplement market or any product, or consistent with earlier publicity. Future research reports, findings,
regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question,
such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and consequently
on our business, results of operations, financial condition and cash flows.
Our
dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation,
media attention or other publicity, if accurate or with merit, could have a material adverse effect on the demand for our products,
the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows.
Further, adverse public reports or other media attention regarding the safety, efficacy and quality of nutritional supplements
in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such
a material adverse effect. Any such adverse public reports or other media attention could arise even if the adverse effects associated
with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content
of such public reports and other media attention may be beyond our control.
Many
of our competitors are larger and have greater financial and other resources than us.
Our
products compete and will compete with other similar products produced by our competitors. These competitive products could be
marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other
resources than we possess. Using these resources, these companies can implement extensive advertising and promotional campaigns,
both generally and in response to specific marketing efforts by competitors and enter into new markets more rapidly to introduce
new products. In certain instances, competitors with greater financial resources also may be able to enter a market in direct
competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present
cost features that consumers may find attractive.
We
may never develop any additional products to commercialize.
We
have invested a substantial amount of our time and resources in developing various new products. Commercialization of these products
will require additional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional
investment before they can provide us with any revenue. Despite our efforts, these products may not become commercially successful
products for a number of reasons, including but not limited to:
|
●
|
we may not be able
to obtain regulatory approvals for our products, or the approved indication may be narrower than we seek;
|
|
●
|
our products may
not prove to be safe and effective in clinical trials;
|
|
●
|
we may experience
delays in our development program;
|
|
●
|
any products that
are approved may not be accepted in the marketplace;
|
|
●
|
we may not have
adequate financial or other resources to complete the development or to commence the commercialization of our products or
will not have adequate financial or other resources to achieve significant commercialization of our products;
|
|
●
|
we
may not be able to manufacture any of our products in commercial quantities or at an acceptable cost;
|
|
●
|
rapid
technological change may make our products obsolete;
|
|
●
|
we
may be unable to effectively protect our intellectual property rights, or we may become subject to claims that our activities
have infringed the intellectual property rights of others; and
|
|
●
|
we
may be unable to obtain or defend patent rights for our products.
|
If
we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third-parties to sell,
market and distribute our products, our business may be harmed.
To
achieve commercial success for our products, we must sell our product lines and/or technologies at favorable prices. In addition
to being expensive, maintaining such a sales force is time-consuming. Qualified direct sales personnel with experience in the
natural products industry are in high demand, and there can be no assurance that we will be able to hire or retain an effective
direct sales team. Similarly, qualified independent sales representatives both within and outside the United States are in high
demand, and we may not be able to build an effective network for the distribution of our product through such representatives.
There can be no assurance that we will be able to enter into contracts with representatives on terms acceptable to us. Furthermore,
there can be no assurance that we will be able to build an alternate distribution framework should we attempt to do so.
We
may also need to contract with third-parties in order to market our products. To the extent that we enter into arrangements with
third-parties to perform marketing and distribution services, our product revenue could be lower and our costs higher than if
we directly marketed our products. Furthermore, to the extent that we enter into co-promotion or other marketing and sales arrangements
with other companies, any revenue received will depend on the skills and efforts of others, and we do not know whether these efforts
will be successful. If we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently
or with others, we will not be able to generate product revenue, and may not become profitable.
Risks
Related to Our Securities
Our
capital requirements will depend on many factors.
Our
capital requirements will depend on many factors, including:
|
●
|
the
revenues generated by sales of our products;
|
|
●
|
the
costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives
and obtain required regulatory approvals and clearances;
|
|
●
|
the
expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining regulatory
approvals; and
|
|
●
|
unanticipated
general and administrative expenses.
|
Because
of these factors, we may seek to raise additional capital both to meet our projected operating plans and to fund our longer-term
strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowings under lines of
credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance
we will be successful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional
funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences
and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration,
licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies
or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop
or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of
future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely
affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our
business, results of operations and financial condition.
Our
stock price may be volatile or may decline regardless of our operating performance, and you may lose part or all of your investment.
The
market price of our common stock may fluctuate widely in response to various factors, some of which are beyond our control, including:
|
●
|
market
conditions or trends in the dietary supplement industry or in the economy as a whole;
|
|
●
|
actions
by competitors;
|
|
●
|
actual
or anticipated growth rates relative to our competitors;
|
|
●
|
the
public’s response to press releases or other public announcements by us or third parties, including our filings with
the SEC;
|
|
●
|
economic,
legal and regulatory factors unrelated to our performance;
|
|
●
|
any
future guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual
results;
|
|
●
|
changes
in financial estimates or recommendations by any securities analysts who follow our common stock;
|
|
●
|
speculation
by the press or investment community regarding our business;
|
|
●
|
changes
in key personnel; and
|
|
●
|
future
sales of our common stock by our officers, directors and significant shareholders.
|
In
addition, the stock markets, including the over-the-counter markets where we are quoted, have experienced extreme price and volume
fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These broad market
fluctuations may materially affect our stock price, regardless of our operating results. Furthermore, the market for our common
stock historically has been limited and we cannot assure you that a larger market will ever be developed or maintained. The price
at which investors purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.
Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price.
As a result, these factors may make it more difficult or impossible for you to sell our common stock for a positive return on
your investment. In the past, shareholders have instituted securities class action litigation following periods of market volatility.
If we were involved in securities litigation, we could incur substantial costs and our resources, and the attention of management
could be diverted from our business.
Future
sales of shares of our common stock, or the perception in the public markets that these sales may occur, may depress our stock
price.
We
have issued shares of common stock and warrants and options to purchase shares of our common stock in connection with our private
placement and certain employment, director and consultant agreements. In addition, we issued shares of our common stock, and options
and warrants to purchase shares of our common stock, in financing transactions and pursuant to employment agreements that are
deemed to be “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act. From
time to time, certain of our shareholders may be eligible to sell all or some of their restricted shares of common stock by means
of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. The resale pursuant
to Rule 144 of shares acquired from us in private transactions could cause our stock price to decline significantly.
The
application of the “penny stock” rules could adversely affect the market price of our common stock and increase your
transaction costs to sell those shares.
Our
common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny
stock rules apply to issuers whose common stock does not trade on a national securities exchange and trades at less than $5.00
per share, or that have a tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or
more years). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the SEC that contains the following information:
|
●
|
a
description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
●
|
a
description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the
customer with respect to violation to such duties or other requirements of securities laws;
|
|
●
|
a
brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny
stocks and the significance of the spread between the “bid” and “ask” prices;
|
|
●
|
a
toll-free telephone number for inquiries on disciplinary actions;
|
|
●
|
definitions
of any significant terms in the disclosure document or in the conduct of trading in penny stocks; and
|
|
●
|
such
other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.
|
Prior
to effecting any transaction in a penny stock, the broker-dealer also must provide the customer with the following information:
|
●
|
bid
and offer quotations for the penny stock;
|
|
●
|
compensation
of the broker-dealer and our salesperson in the transaction;
|
|
●
|
number
of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
market for such stock; and
|
|
●
|
monthly
account statements showing the market value of each penny stock held in the customer’s account.
|
The
penny stock rules further require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks
and a signed and dated copy of a written suitability statement.
Due
to the requirements of the penny stock rules, many broker-dealers have decided not to trade penny stocks. As a result, the number
of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules
for any significant period, it could have an adverse effect on the market, if any, for our securities. Moreover, if our securities
are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
Applicable.
ITEM
2. PROPERTIES
A
description of our leased premises is as follows:
Property
Description
Principal
Executive Offices:
|
●
|
Located
at 1460 Broadway, New York, NY 10036 (ended in January 2019)
|
|
|
|
|
●
|
Located
at 800 Third Avenue, Suite 2800, New York, NY 10022 (Began February 2019)
|
|
|
|
|
●
|
Month-to-month
lease
|
|
|
|
|
●
|
Virtual
office with no actual office space, but have the ability to lease conference space from time-to-time
|
|
|
|
|
●
|
Monthly
costs of $99 per month
|
Office
Space:
|
●
|
Located
in Huntington Beach, California.
|
|
|
|
|
●
|
Thirty-six-month lease ending February 28, 2021
|
|
|
|
|
●
|
Consists
of 1,239 sq. ft.
|
|
|
|
|
●
|
Office
supports staff dedicated to marketing
|
|
|
|
|
●
|
Monthly
costs of $2,106 for the first twelve months
|
Office
Space:
|
●
|
Located
in Puerto Rico
|
|
|
|
|
●
|
Month-to-month
lease
|
|
|
|
|
●
|
Consists
of approximately 1,000 sq. ft.
|
|
|
|
|
●
|
Monthly
costs are $4,000 per month
|
We
believe that our existing facilities are adequate for current and presently foreseeable operations. In general, our properties
are well maintained and are being utilized for their intended purposes. Additional space may be required as we expand our business
activities. We do not foresee any significant difficulties in obtaining additional facilities if deemed necessary.
ITEM
3. LEGAL PROCEEDINGS
We
may become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject
to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may have an adverse
effect on our business, financial conditions or operating results. Future litigation may be necessary to defend ourselves and
our customers by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary
rights. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a
material adverse effect on our business, financial condition or operating results.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth the names of our directors, executive officer and certain significant employees and their ages, positions
and biographical information as of December 31, 2018.
Name
|
|
Age
|
|
Position
|
Justin Schreiber
|
|
36
|
|
President, Chief Executive Officer and Director
|
Robert Kalkstein
|
|
37
|
|
Chief Financial Officer
|
Stefan
Galluppi
|
|
32
|
|
Chief Operating Officer, Chief Technology Officer
and Director
|
Sean Fitzpatrick
|
|
36
|
|
Chief Acquisition Officer
|
John R. Strawn, Jr.
|
|
58
|
|
Chairman
|
Anthony G. Bruzzese, M.D.
|
|
64
|
|
Director
|
Michael Borenstein, M.D.
|
|
49
|
|
Director
|
Ryan Aldridge
|
|
37
|
|
Former Director
|
Dr. Joseph V. DiTrolio, M.D.
|
|
68
|
|
Director and Chief Medical Officer (U.S.)
|
Mark McLaughlin
|
|
60
|
|
Former President, Former Chief Executive Officer
and Former Director (through February 2018)
|
Our
board of directors consists of six members: Anthony G. Bruzzese, M.D., John R. Strawn, Jr, Dr. Joseph DiTrolio, M.D, Stefan Galluppi,
Justin Schreiber, and Michael Borenstein, M.D. The directors will serve until our next annual meeting and until their successors
are duly elected and qualified.
Justin
Schreiber – President, Chief Executive Officer and Director
Mr.
Schreiber was appointed President and CEO of Conversion Labs, Inc. upon the closing of the sale of the legacy beta glucan
business in February 2018. Mr. Schreiber was appointed as Immudyne PR’s President on April 1, 2017. Mr. Schreiber is
the President and founder of JLS Ventures, an investment and capital markets advisory firm that invests in and consults
with emerging growth publicly-traded companies. Prior to founding JLS Ventures, Mr. Schreiber ran a consulting business
that provided investor relations, advisory services and capital raising solutions to small publicly traded companies. In
addition to his capital markets experience, Mr. Schreiber previously worked for a global healthcare consulting firm as well
as in the foreign currency trading business. He holds a BS in International Business from Elizabethtown College and a BA
in International Management from the ICN École de management in Nancy, France. We estimate that Mr. Schreiber
spends approximately 60% of this time on the activities of the Company. The balance of his time is spent between his
other entities.
Robert
Kalkstein – Chief Financial Officer
On
October 2, 2017, Robert Kalkstein was appointed as the Chief Financial Officer of Immudyne, Inc. (the “Company”).
Mr. Kalkstein has years of experience in audit, banking and as chief financial officer of several emerging growth companies. Previously,
Mr. Kalkstein held positions at Peerless System Corp., Jefferies & Co. and PricewaterhouseCoopers. He has more than 10 years
of experience in the areas of accounting, finance, SEC compliance and operations. Mr. Kalkstein is a CPA and received a Bachelor
of Engineering in Biomedical Engineering and a Masters of Engineering in Engineering Management at Stevens Institute of Technology
in Hoboken, NJ.
Stefan
Galluppi – Chief Operating Officer, Chief Technology Officer and Director
Stefan Galluppi was the
Chief Executive Officer of Immudyne PR and the Chief Operating Officer of Immudyne. Stefan Galluppi is the Chief Executive Officer
of Conversion Labs PR LLC and the Chief Operating Officer of Conversion labs, Inc. Mr. Galluppi resigned as a Director of Conversion
Labs, Inc. in February 2018 upon the sale of the legacy beta glucan business but was re-appointed after the resignation of Mr.
Aldridge on May 31, 2018.
Sean
Fitzpatrick – Chief Acquisition Officer
On
October 25, 2018, Sean Fitzpatrick was appointed as the Chief Acquisition Officer of the company. Mr. Fitzpatrick is currently
the President of LegalSimpli Software LLC (“LSS”), a majority owned subsidiary of the Conversion Labs PR. Mr. Fitzpatrick
combines over 10 years of experience in marketing with a strategic approach to margin optimization following a career in bankruptcy
law. Previously, he had been involved in ten companies holding positions including Head of Customer Acquisition and Senior Director
of Marketing and adviser to SEO Radar. From 2014 through 2018, Mr. Fitzpatrick was the Head of Customer Acquisition for BOLD PR
LLC, an online technology company in the competitive career space. From 2008 to 20018, he was a consultant of multiple companies
including Reply! Inc., YouCaring LLC (now part of GoFundMe) and Jolly Technology Inc. Mr. Fitzpatrick has an undergraduate degree
from University of California, Santa Cruz, a Juris Doctor from Santa Clara University, School of Law, and is an active member
of the California Bar Association in good standing.
Anthony
G. Bruzzese, M.D. – Director
Dr.
Bruzzese is a practicing radiologist in Warwick, Rhode Island, certified by both the American Board of Internal Medicine and the
American Board of Radiology. Since 1997, Dr. Bruzzese has served as a principal at Toll Gate Radiology, Inc., providing patients
with comprehensive diagnostic imaging services. Dr. Bruzzese also has served on the medical staffs at Roger Williams Medical Center
since 2008 and Landmark Medical Center since 2011. He previously served on the medical staff at Kent County Memorial Hospital
in Rhode Island from 1997 to 2005. Dr. Bruzzese has served as a Fellow, Councilor and Alternate Councilor to the American College
of Radiology on behalf of the Rhode Island Radiology Society. Dr. Bruzzese received his Bachelor of Science and Doctor of Medicine
from Brown University. Dr. Bruzzese brings to the Board of Directors over 20 years of experience in medical practice.
We
believe that Dr. Bruzzese is qualified to serve on our Board of Directors because of his knowledge of internal medicine and life
sciences which will assist us in our future growth and expansion plans.
John
R. Strawn, Jr – Chairman
Mr.
Strawn has served as a member of our Board of Directors since July 2011. Mr. Strawn brings to the Board of Directors over 25 years
of legal experience, including extensive knowledge of our intellectual property portfolio. His practice focuses on complex commercial
litigation. Mr. Strawn has successfully represented the company for over 10 years, including in a dispute over the ownership and
licensing of multiple patents. After prevailing in a jury trial that was upheld on appeal in 2009, the matter was settled on favorable
terms for the company. In 2010, Mr. Strawn became a founding partner of Strawn Pickens LLP in Houston, Texas. Prior to founding
Strawn Pickens, Mr. Strawn was the Co-Managing Partner of Cruse Scott Henderson & Allen LLP, a law firm based in Houston,
Texas, since 1992. Mr. Strawn received his Juris Doctor from the University of Texas Law School and his bachelor’s degree
from Dartmouth College.
We
believe that Mr. Strawn is qualified to serve on our Board of Directors because of his many years of legal experience and knowledge
of intellectual property statutes.
Dr.
Joseph V. DiTrolio, M.D. – Director and Chief Medical Officer (U.S.)
Dr.
DiTrolio was appointed to our Board of Directors on September 4, 2014. Dr. DiTrolio has been the Chief Medical Officer of United
States at ImmuDyne, Inc. since May 29, 2013 pursuant to a 2012 consulting agreement. Dr. DiTrolio serves as an advisor of OneMedPlace
and as an advisor of Urovalve Inc. Dr. DiTrolio is recognized world-wide as an inventor, researcher and lecturer and is a Clinical
Professor of Urology, UMDNJ. He is the holder of several patents and is Clinical Professor of Surgery, Division of Urology at
New Jersey Medical School, and the recent Chairman of the Department of Urology for the St. Barnabas Medical Center Healthcare
System. He is a graduate of the University of Richmond, University of Paris, Sorbonne and New Jersey Medical School. He is a Diplomate
of the American Board of Urology and is well respected in the urology community for innovative techniques and product development.
We
believe that Dr. DiTrolio is qualified to serve on our Board of Directors because of his medical background and business acumen.
Dr.
Michael Borenstein, M.D. – Director
On
October 1, 2017, Dr. Michael Borenstein was appointed to the Board of Directors of Immudyne, Inc (the “Company”).
Dr. Borenstein is a board-certified dermatologist who specializes in medical and surgical dermatology, as well as the latest techniques
in laser treatments and cosmetic dermatology. Dr. Borenstein received his Bachelor of Arts degree from Columbia University and
his medical degree from the University of Miami School of Medicine. Dr. Borenstein joined Gardens Dermatology after completing
his internship in internal medicine and residency in dermatology and cutaneous surgery at the University of Miami School of Medicine.
Dr. Borenstein completed his Ph.D. in molecular and cellular pharmacology at the University of Miami. Dr. Borenstein is an active
member of the American Medical Association, American Academy of Dermatology, Florida Society of Dermatology, the Florida Society
of Dermatologic Surgeons, and the Palm Beach County Dermatology Society.
We
believe that Dr. Borenstein is qualified to serve on our Board of Directors because of his knowledge of dermatology and life sciences
which will assist us in our future growth and expansion plans.
Director
Independence
The
Company defines “independent” as that term is defined in Rule 5605(a)(2) of the NASDAQ listing standards.
In
making the determination of whether a member of the board is independent, our board considers, among other things, transactions
and relationships between each director and his immediate family and the Company, including those reported under the caption “Certain
Relationships and Related-Party Transactions”. The purpose of this review is to determine whether any such relationships
or transactions are material and, therefore, inconsistent with a determination that the directors are independent. On the basis
of such review and its understanding of such relationships and transactions, our board affirmatively determined that Mr. Strawn,
Mr. Bruzzese, and Mr. DiTrolio have qualified as independent and that they have no material relationship with us that might interfere
with his or her exercise of independent judgment.
Board
Committees
Audit
Committee
We
currently have no standing audit committee or committee performing similar functions, nor do we have written audit committee charter.
Compensation
Committee
We
currently have no standing compensation committee or committee performing similar functions, nor do we have written compensation
committee charter.
Nominating
and Corporate Governance Committee
We
currently have no standing nominating committee or committee performing similar functions, nor do we have written nominating committee
charter.
We
do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors.
The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature until
our business operations develop to a more advanced level. We currently do not have any specific or minimum criteria for the election
of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board
of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election
or appointment. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed
to our director at the address on the cover of this report.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more
of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our
review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange
Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year
ended December 31, 2018, were timely, except for Dr. Anthony Bruzzesse’s Form 3 filed on May 2, 2018 reporting his ownership
of 1,189,761 shares of common stock and 950,800 options to purchase common stock, Mr. Joseph DiTrolio’s acquisition of 10,000
shares of common stock and 452,500 options to purchase common stock and Mr. Justin Schreiber’s acquisition of 5,000 share
of common stock. Each of these acquisitions has since been reported by the reporting persons.
Corporate
Code of Conduct and Ethics
We
have not yet adopted a code of ethics within the definition of Item 406 of Regulation S-K.
ITEM
11. EXECUTIVE COMPENSATION
General
Philosophy
Our
Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.
Executive
Compensation
The
following summary compensation table indicates the cash and non-cash compensation earned from the Company during the years ended
December 31, 2018 and 2017 by the current and former executive officers of the Company and each of the other two highest paid
executives or directors, if any, whose total compensation exceeded $100,000 during those periods.
Summary
Compensation Table
Name and Principal
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
(1)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Non-qualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Mark McLaughlin
Former
President, Former Chief Executive Officer and Former Director
(2)
|
|
|
2018
2017
|
|
|
|
24,267
145,600
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
351,318
|
(3)
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
24,267
496,918
|
|
Justin
Schreiber
President,
Chief Executive Officer, and Director
(4)
|
|
|
2018
2017
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
460,000
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
2,120,212
|
|
|
|
460,000
2,120,212
|
|
Stefan Galluppi
Chief
Operating Officer, Chief Technology Officer and Director
(5)
|
|
|
2018
2017
|
|
|
|
72,000
72,000
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
72,000
72,000
|
|
Robert
Kalkstein
Chief
Finanical Officer
(6)
|
|
|
2018
2017
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
199,897
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
90,000
8,250
|
|
|
|
90,000
208,147
|
|
Sean
Fitzpatrick
Chief
Acquisition Officer
(7)
|
|
|
2018
2017
|
|
|
|
72,000
-
|
|
|
|
-
-
|
|
|
|
260,416
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
29,750
-
|
|
|
|
362,166
-
|
|
(1)
|
Amounts
shown reflect aggregate grant date fair value and, where applicable, incremental fair value as of modification date, of awards
and do not reflect whether the recipient actually has realized a financial benefit from such grant, such as by exercising
the options or selling the stock. A discussion of the assumptions used in calculating the award values may be found in Note
2 to our financial statements contained herein.
|
(2)
|
Mr. McLaughlin received
no compensation for serving as a member of our Board of Directors. Mr. McLaughlin resigned as President, Chief Executive Officer
and as a member of the Board of Directors on February 2, 2018.
|
|
|
(3)
|
We entered into
a new employment agreement with Mr. McLaughlin on July 1, 2017 and he was granted two options to purchase common stock at
$0.25 per share and $0.35 per share, each for 500,000 that vest upon the Company achieving $6,000,000 and $7,000,000 in pre-tax
earnings, which were each valued at $141,471 and $139,898, respectively. Mr. McLaughlin also received a ten-year option to
purchase 750,000 shares of common stock vesting at 250,000 shares immediately and 250,000 each on the anniversary date of
his agreement and each struck at $0.35, which was valued at $69,949.
|
|
|
(4)
|
Pursuant to the
operating agreement of Immudyne PR, Mr. Schreiber was appointed as Immudyne PR’s President on April 1, 2016. In connection
therewith, the Company entered into a services agreement with JLS Ventures, LLC, an entity owned and controlled by Mr. Schreiber.
A total of 1,150,000 shares of the Company’s common stock were issued to JLS Ventures, LLC in 2016, with a grant date
fair value of $345,000. The Company retained the right to rescind the issuance of 1,000,000 shares of common stock issued
to JLS Ventures LLC in the event Immudyne PR does not distribute at least $500,000 to the Company by December 31, 2016. On
July 14, 2017, JLS Ventures LLC also received 900,000 shares worth $432,000. Mr. Schreiber was appointed as a member of the
Board on June 24, 2017. Mr. Schreiber received performance-based options worth $1,688,212 on July 1, 2017. Mr. Schreiber became
the Company’s President and Chief Executive Officer on February 2, 2018. The Company entered into a 2-year agreement
with Mr. Schreiber to perform services as our Chief Executive Officer and, as compensation for his role as Chief Executive
Officer, will receive 2,000,000 shares, valued at $460,000, of restricted stock whereby 1,000,000 shares will vest equally
on March 20, 2018 and January 1, 2019. Mr. Schreiber will not receive cash compensation for serving as our Chief Executive
Officer.
|
|
|
(5)
|
Pursuant to the
operating agreement of Immudyne PR, Mr. Galluppi was appointed as Immudyne PR’s Chief Executive officer on April 1,
2016. In connection the therewith, the Company entered into a services agreement with American Nutra Tech, an entity owned
and controlled by Mr. Galluppi. A total of 1,150,000 shares of the Company’s common stock were issued to American Nutra
Tech in 2016, with a grant date fair value of $345,000. The Company retains the right to rescind the issuance of 1,000,000
shares of common stock issued to American Nutra Tech and is currently in negotiations with respect to such shares as well
as Mr. Galluppi’s overall compensation. Mr. Galluppi was appointed as a member of the Board effective June 24, 2017.
Mr. Galluppi was paid $6,000 per month for twelve months in 2017 and 2018. Mr. Galluppi resigned as a Director of Immudyne,
Inc. in February 2018 upon the sale of the legacy beta glucan business but was reappointed in May 2018.
|
|
|
(6)
|
On October 2, 2017,
Robert Kalkstein was appointed as the Chief Financial Officer of the Company. Mr. Kalkstein entered into a consulting agreement
with the Company, which provides, among other things, for a fee of $2,750 per month through December 2017, $5,000 per month
between January 2018 and March 2018 and $7,500 per month between April 2018 and September 2018. Additionally, Mr. Kalkstein
was granted an option to purchase 500,000 shares of the Company’s common stock at $0.40 per share, subject to the approval
of the board of directors of the Company and certain vesting requirements set forth in the consulting agreement.
|
|
|
(7)
|
On October 25, 2018,
Sean Fitzpatrick was appointed as the Chief Acquisition Officer of the company. Pursuant to the Fitzpatrick Employment Agreement,
by and between the Company, Conversion Labs PR and Mr. Fitzpatrick, Mr. Fitzpatrick will receive an annual base salary of
Seventy-Two Thousand Dollars ($72,000) (the “Base Salary”). Mr. Fitzpatrick will receive from Conversion Labs
PR a preferred equity interest issued by Conversion Labs PR which is equal to the lesser of 100% of the Qualifying Cash (as
defined in the Amended Operating Agreement) available for distribution during any month and $6,000.00 subject to the terms
of the Amended Operating Agreement (the “Equity Interest”). In addition, Mr. Fitzpatrick received a ten-year option
to purchase 5,000,000 shares common stock at a price of $0.30 per share, which vest according to the following terms (1) 2,500,000
option shares shall vest in forty-eight (48) equal monthly installments until all 2,500,000 option shares have vested upon
the four-year anniversary of this Agreement, (2) 500,000 option shares shall vest upon the Company achieving at least $20,000,000
in annual revenue, (3) 500,000 option shares shall vest upon the Company achieving at least $30,000,000 in annual revenue,
(4) 500,000 option shares shall vest upon the Company achieving at least $40,000,000 in annual revenue, (5) 500,000 option
shares shall vest upon the Company achieving at least $50,000,000 in annual revenue, (6) 500,000 option shares shall vest
upon the Company achieving at least $75,000,000 in annual revenue.
|
Employment
Agreements
On
October 12, 2012, we entered into a five-year employment agreement with Mr. McLaughlin, our former President and Chief Executive
Officer, under which he is to be compensated at $145,600 per annum. In addition to his base salary, Mr. McLaughlin will earn an
annual incentive bonus award consisting of 5% of our pre-tax earnings payable each semi-annual fiscal year. We also granted to
Mr. McLaughlin under his employment agreement, as amended, 10-year, fully-vested options to purchase an aggregate of 3.3 million
shares of our common stock, such options consisting of the right to purchase: (i) 1.8 million shares of our common stock at $0.20
per share; (ii) 0.5 million shares of our common stock at $0.40 per share; (iii) 0.5 million shares of our common stock at $0.40
per share upon our achieving $5 million in revenues in any fiscal year prior to the expiration date; and (iv) 0.5 million shares
of our common stock at $0.80 per share upon our achieving $10 million in revenues in any fiscal year prior to the expiration date.
If at any time prior to the expiration date of the options we merge into or are acquired by another company, any outstanding options
granted under Mr. McLaughlin’s employment agreement will become immediately exercisable on the business day immediately
preceding the merger or acquisition at $0.40 per share or the preceding average 30-day market price of our common stock prior
to the announcement of such merger or acquisition, whichever price is lower.
Prior
to our entering into this employment agreement, we compensated Mr. McLaughlin for his services as our President at $10,000 per
month. From time to time he voluntarily deferred this compensation without interest. Our employment agreement with Mr. McLaughlin
contains provisions prohibiting competition by him following his employment with us. Mr. McLaughlin’s employment agreement
specifies the conditions under which the agreement may be terminated and stipulates that he shall not be entitled to severance
payments upon termination. Mr. McLaughlin is entitled to retain any options granted under his employment agreement and that remain
outstanding at the time his employment agreement is terminated, however. We do not have any other existing arrangements providing
for payments or benefits in connection with the resignation, severance, retirement or other termination of Mr. McLaughlin, or
a change in control of the company or a change in his responsibilities following a change in control. We currently do not have
any defined pension plan for Mr. McLaughlin. We currently do not have any nonqualified defined contribution or other plan that
provides for the deferral of compensation for Mr. McLaughlin nor do we currently intend to establish any such plan.
On
July 1, 2017, we entered into a new employment agreement with Mr. McLaughlin, which superseded his agreement dated October 12,
2012, and he was granted two options to purchase common stock at $0.25 per share and $0.35 per share, each for 500,000 that vest
upon the Company achieving $6 million and $7 million in pre-tax earnings, respectively. Mr. McLaughlin also received a ten-year
option to purchase 750,000 shares of common stock vesting at 250,000 shares immediately and 250,000 each on the anniversary date
of his agreement and each struck at $0.35.
On February 8, 2018, Mr. McLaughlin
resigned from all of his positions with the Company and terminated his employment agreement. Mr. McLaughlin agreed to waive any
and all rights to any severance that he may have otherwise been entitled to by virtue of his resignation from the Company.
On
July 23, 2018, we entered into an employment agreement with Sean Fitzpatrick. Pursuant to the employment agreement, Mr. Fitzpatrick
will receive an annual base salary of Seventy-Two Thousand Dollars ($72,000) (the “Base Salary”). Mr. Fitzpatrick
will receive from Conversion Labs PR a preferred equity interest issued by Conversion Labs PR which is equal to the lesser of
100% of the Qualifying Cash (as defined in the Amended Operating Agreement) available for distribution during any month and $6,000.00
subject to the terms of the Amended Operating Agreement (the “Equity Interest”). In addition, Mr. Fitzpatrick received
a ten-year option to purchase 5,000,000 shares common stock at a price of $0.30 per share, which vest according to the following
terms (1) 2,500,000 option shares shall vest in forty-eight (48) equal monthly installments until all 2,500,000 option shares
have vested upon the four-year anniversary of this Agreement, (2) 500,000 option shares shall vest upon the Company achieving
at least $20,000,000 in annual revenue, (3) 500,000 option shares shall vest upon the Company achieving at least $30,000,000 in
annual revenue, (4) 500,000 option shares shall vest upon the Company achieving at least $40,000,000 in annual revenue, (5) 500,000
option shares shall vest upon the Company achieving at least $50,000,000 in annual revenue, (6) 500,000 option shares shall vest
upon the Company achieving at least $75,000,000 in annual revenue.
Piñeiro Employment Agreement
On March 15, 2019 the Company
and Mr. Piñeiro entered into an employment agreement (the “Piñeiro Employment Agreement”) whereby Mr.
Piñeiro shall earn a salary of $84,000 per annum (the “Piñeiro Salary”). In addition to the. Piñeiro
Salary, he shall be eligible for an annual discretionary bonus of up to 100% of the Piñeiro Salary and subject to approval
of the Board, the Company shall issue to Mr. Piñeiro options to purchase 500,000 shares of the Company’s common stock
at an exercise price of $0.23 (the “Options”). The Piñeiro Employment Agreement may be terminated without notice
by either party at any time for any reason.
Consulting
Agreement
On
October 2, 2017, we entered into a consulting agreement with our Chief Financial Officer, Robert Kalkstein, which provides, among
other things, for a fee of $2,750 per month through December 2017, $5,000 per month between January 2018 and March 2018 and $7,500
per month between April 2018 and September 2018. Additionally, Mr. Kalkstein was granted an option to purchase 500,000 shares
of the Company’s common stock at $0.40 per share, subject to the approval of the board of directors of the Company and certain
vesting requirements set forth in the consulting agreement.
On
February 9, 2019, Robert Kalkstein, Chief Financial Officer of Conversion Labs, Inc. (the “Company”), tendered his
resignation to the Company’s Board of Directors (the “Board”), effective March 31, 2019. Mr. Kalkstein did not
resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or
practices. Mr. Kalkstein will continue to serve as an advisor to the Chief Executive Officer of the Company. In connection with
Mr. Kalkstein’s resignation, the Company agreed to amend that certain consulting agreement entered into on September 26,
2017 by and between the Company and Mr. Kalkstein (the “Kalkstein Consulting Agreement”), to: (i) forego $32,500 of
the $42,500 cash currently owed to Mr. Kalkstein pursuant to the Kalkstein Consulting Agreement; (ii) decrease the exercise price
of 500,000 options to purchase the Company’s common stock previously granted to Mr. Kalkstein (the “Kalkstein Options”)
from $0.40 per share to $0.28 per share; (iii) accelerate the vesting of 150,000 Kalkstein Options with such options to vest on
March 31, 2019; and (iv) cancel 200,000 unvested Kalkstein Options, the vesting of which was not accelerated.
Services
Agreements
On
April 1, 2016, the Company entered into two services agreements (the “Services Agreements”) with each of JLS Ventures,
LLC (“JLS”), an entity wholly owned and operated by Justin Schreiber, our President and Chief Executive Officer, and
American Nutra Tech (“American NutraTech”), an entity wholly owned and operated by Stefan Galluppi, Chief Executive
Officer of Conversion Labs PR. Under the terms of these Service Agreements each of JLS and American NutraTech are required to
provide certain operational management services and other business counsel to the Company and Conversion Labs PR. As consideration
for these services, the Company issued each of JLS and American NutraTech 1,000,000 restricted shares of its common stock, which
issuance may be rescinded in the event Conversion Labs PR did not distribute at least $500,000 to the Company by December 31,
2016. Conversion Labs PR did not make such distribution by December 31, 2016 and as such the Company held a rescission right with
respect to the restricted shares issued to each of JLS and American Nutra Tech. With respect to JLS, the Company agreed to permit
JLS to retain the shares so long as the required distribution was achieved by December 31, 2017. The Company is currently in negotiations
with respect to the shares issued to American Nutra Tech for which the Company has a rescission right. Additional shares and/or
options may also be issued upon certain financial milestones, as listed below, being achieved by Conversion Labs PR as specified
in the Services Agreements.
|
●
|
For
each $500,000 distributed by Conversion Labs PR the Company shall issue 150,000 restricted shares to American
NutraTech;
|
|
●
|
Upon
receipt of $1.25 million in cash from Conversion Labs PR, American NutraTech shall be issued 750,000 restricted shares of
Conversion Labs, Inc. common stock and a ten-year option to buy 1 million shares at $0.20 per share;
|
|
|
|
|
●
|
Upon
receipt of $2 million in cash from Conversion Labs PR, American NutraTech shall be issued an additional 750,000 restricted
shares of Conversion Labs, Inc. common stock and a ten-year option to buy an additional 1 million shares at $0.20 per
share; and
|
|
|
|
|
●
|
Upon
receipt of $3 million in cash from Conversion Labs PR, American NutraTech shall be issued an additional 750,000 restricted
shares of Conversion Labs, Inc. common stock and a ten-year option to buy an additional 750,000 shares at $0.20 per
share.
|
On
November 20, 2017, the Company entered into a third amendment (the “Amendment”) to its services agreement with JLS
Ventures, LLC (“JLS”), dated April 1, 2016, as amended by the first amendment on December 31, 2016 and the second
amendment on July 1, 2017 (the “Services Agreement”). The Amendment extended the term of the Services Agreement for
an additional two years (until November 20, 2019).
Outstanding
Equity Awards as of December 31, 2018
The
following sets forth information concerning the outstanding equity awards held by our Named Executive Officers as of December
31, 2018.
|
|
Option Awards
|
|
|
|
|
|
Stock Awards
|
|
|
|
Number of Securities
Underlying Unexercised Options (#)
|
|
|
Number of Securities
Underlying Unexercised Options (#)
|
|
|
Equity Incentive Plan Awards: Number of Securities
Underlying Unexercised Unearned Options
|
|
|
Option Exercise Price
|
|
|
Option Expiration
|
|
|
Number of Shares or Units of Stock That Have Not
Vested
|
|
|
Market Value of Shares or Units of Stock That Have
Not Vested
|
|
|
Equity Incentive Plan Awards: Number of Unearned
Shares, Units or Other Rights That Have Not Vested
|
|
|
Equity Incentive Plan Awards: Market or Payout
Value of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
(#)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
Justin Schreiber
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
0.20
|
|
|
|
5/30/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Stefan Galluppi
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Robert Kalkstein
|
|
|
150,000
|
|
|
|
350,000
|
|
|
|
350,000
|
(1)
|
|
$
|
0.40
|
|
|
|
10/1/2027
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Sean Fitzpatrick
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(1)
|
Options
vest on the second and third anniversary of Mr. Kalkstein’s agreement at 175,000 shares each on October 2, 2019 and
October 2, 2020. On February 9, 2019, Mr. Kalkstein resigned as Chief Financial Officer, effective March 31, 2019. In connection
with Mr. Kalkstein’s resignation (a) the exercise price of the 500,000 stock options previously awarded was reduced
from $0.40 per share to $0.28 per share, (b) the vesting of 150,000 options was accelerated to March 31, 2019 and (c) the
remaining 200,000 unvested options were cancelled.
|
Director
Compensation
The
following Director Compensation Table sets forth information concerning compensation for services rendered to our independent
directors for the fiscal year ended December 31, 2018:
Name
|
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards
($)
(1)
|
|
|
|
Non-equity
Incentive Plan
Compensation
($)
|
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
|
All Other
Compensation
($)
|
|
|
|
Total
($)
|
|
Anthony G. Bruzzese, M.D.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
John R. Strawn, Jr.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ryan Aldridge
(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Joseph DiTrolio, M.D.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(1)
|
Amounts
shown reflect aggregate grant date fair value and, where applicable, incremental fair value as of modification date, of awards
and do not reflect whether the recipient actually has realized a financial benefit from such grant, such as by exercising
the options or selling the stock. A discussion of the assumptions used in calculating the award values may be found in Note
2 to our financial statements contained herein.
|
|
|
(2)
|
On
May 31, 2018, the Company was informed that Mr. Aldridge voluntarily resigned as a member of the Board, and from all other
positions with the Company and its Subsidiaries to which he has been assigned regardless of whether he served in such
capacity, effective as of that date. Mr. Aldridge has agreed to serve as an advisor to the Company but will not receive
further compensation for these services.
|
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following sets
forth information as of March 26, 2019 (the “Determination Date”), regarding the number of shares of our common stock
beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding common stock, (ii) each of
our directors and named executive officer and (iii) all of our directors and named executive officer as a group.
Beneficial
ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership
generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes
any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of the Determination Date,
through the exercise of any option, warrant or similar right (such instruments being deemed to be “presently exercisable”).
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common
stock that could be issued upon the exercise of presently exercisable options and warrants are considered to be outstanding. These
shares, however, are not considered outstanding as of the Determination Date when computing the percentage ownership of each other
person.
To
our knowledge, except as indicated in the footnotes to the following table, and subject to state community property laws where
applicable, all beneficial owners named in the following table have sole voting and investment power with respect to all shares
shown as beneficially owned by them. Percentage of ownership is based on 46,882,305 shares of common stock outstanding as of the
Determination Date. Unless otherwise indicated, the address of each of the shareholders listed below is: c/o Conversion Labs, Inc., 800 Third Avenue, Suite 2800, New York, NY 10022.
Security
Ownership of 5% or greater Beneficial Owners
Name
and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
(1)
|
|
|
Percent
(1)
|
|
Mark McLaughlin
(3)
|
|
|
6,080,100
|
|
|
|
13
|
%
|
Security
Ownership of Directors and Executive Officers
Name
and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
(1)
|
|
|
Percent
(1)
|
|
Justin Schreiber
(2)
|
|
|
8,639,894
|
|
|
|
18.4
|
%
|
Stefan Galluppi
(4)
|
|
|
1,150,000
|
|
|
|
2.5
|
%
|
Anthony G. Bruzzese, M.D.
(5)
|
|
|
1,300,133
|
|
|
|
2.8
|
%
|
John R. Strawn
(6)
|
|
|
1,902,333
|
|
|
|
4.1
|
%
|
Joseph DiTrolio, M.D.
(7)
|
|
|
637,500
|
|
|
|
1.4
|
%
|
Michael Borenstein, M.D.
(8)
|
|
|
426,086
|
|
|
|
0.9
|
%
|
Robert Kalkstein
(9)
|
|
|
500,000
|
|
|
|
1.1
|
%
|
Directors & Executive Officers as a Group (7 persons)
|
|
|
14,555,946
|
|
|
|
31.2
|
%
|
Notes:
(1)
|
Percentage
of ownership is based on 46,882,305 shares of our common stock outstanding as of March 26, 2019.
|
|
|
(2)
|
Consists
of (i) 7,212,897common shares held by JOJ Holdings, LLC, (ii) warrants to purchase 876,997 ordinary shares issuable upon exercise
of outstanding warrants at a price of $0.40 per share held by JOJ Holdings, LLC, (iii) 500,000 ordinary shares issuable upon
exercise of outstanding options at a price of $0.40 per share, and (iv) 50,000 ordinary shares issuable upon exercisable of
outstanding options at a price of $0.25 per share. Mr. Schreiber has sole voting and dispositive power over all shares and
warrants held of record by JOJ Holdings, LLC.
|
|
|
(3)
|
Consists
of (i) 2,342,100 common shares held, (ii) 1,448,000 ordinary shares issuable upon exercise of outstanding options at a price
of $0.20 per share, (iii) 1,000,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.40 per
share, (iv) 250,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.35 per share, and (v) 1,040,000
shares held of record by McLaughlin International, Inc. Mr. McLaughlin has sole voting and dispositive power over all shares
and warrants held of record by McLaughlin International, Inc.
|
|
|
(4)
|
Consists
of 1,150,000 shares held by American Nutra Tech, LLC, a company that Mr. Galluppi has sole voting and dispositive
power.
|
|
|
(5)
|
Consists
of (i) 640,133 common shares, (ii) 560,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.20
per share, and (iii) 100,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.35 per share.
|
|
|
(6)
|
Consists
of (i) 2,333 common shares held by John Strawn, Jr., (ii) 300,000 common shares held by Strawn Pickens LLP over which Mr.
Strawn has shared voting and dispositive power, (iii) 1,000,000 ordinary shares issuable upon exercise of outstanding options
at a price of $0.20 per share, (iv) 500,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.40
per share, and (v) 100,000 ordinary shares issuable upon exercise of outstanding options at a price $0.35.
|
|
|
(7)
|
Consists
of (i) 62,500 common shares, (ii) 350,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.20
per share, (iii) 100,000 of ordinary shares issuable upon exercise of outstanding options at a price of $0.35 per share, and
(iv) 125,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.40 per share.
|
|
|
(8)
|
Consists
of (i) 217,390 common shares held by Pilaris Laboratories, LLC, (ii) 108,696 ordinary shares issuable upon exercise of outstanding
warrants at a price of $0.40 per share held by Pilaris Laboratories, LLC, and (iii) 100,000 ordinary shares issuable upon
exercise of outstanding options at a price of $0.35 per share. Mr. Bornstein is the holder of a 50% equity interest in Pilaris
Laboratories, LLC.
|
|
|
(9)
|
Consists
of 500,000 ordinary shares issuable upon exercise of outstanding options at a price of $0.40 per share.
|
Securities
Authorized for Issuance Under Existing Equity Compensation Plans
We
do not have any equity compensation plans approved by shareholders as of December 31, 2018.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with Related Persons
Except
as set out below, as of December 31, 2018, there have been no transactions, or currently proposed transactions, in which we were
or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect
material interest:
|
●
|
any
director or executive officer of our company;
|
|
|
|
|
●
|
any
person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
|
|
|
|
|
●
|
any
promoters and control persons; and
|
|
|
|
|
●
|
any
member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.
|
The
CEO and CFO of the Company are responsible for reviewing and assessing the relevance of proposed relationships and transactions
with related parties and ratify agreements for execution on behalf of the Company. From time to time, our officers or directors
have made short term advances for our operating needs. Details of the advances during the reporting periods are outlined below.
Justin Schreiber, our President
and CEO, provided a $100,000 loan to the Company in December of 2016 that bore no interest, and which was repaid in full in March
2017. In addition, in January of 2017, Riptide Capital purchased $100,000 of 11% promissory notes of the Company, guaranteed by
Mr. Schreiber and Mr. McLaughlin, and Riptide Capital was issued 217,391 shares of its Common Stock in connection with this purchase.
$70,000 of the principal amount of this note has been repaid as of the date hereof, with the remainder settled in stock and warrants.
Finally, Mr. Schreiber also received 434,782 shares of common stock in November of 2016 for a conversion of an equity contribution
to Conversion Labs PR (f/k/a Immudyne PR) and was issued 217,391 two-year warrants with an exercise price of $0.40 per share in
connection with such conversion. A similar equity contribution conversion took place in January and November of 2017, whereby Mr.
Schreiber received 1,319,211 shares of common stock and 659,606 2-year warrants at an exercise price of $0.40 per share.
On December 7 and December
12, 2017, Justin Schreiber and Robert Kalkstein loaned $75,000 and $50,000, respectively, to Conversion Labs PR (f/k/a Immudyne
PR) at interest rates of 2% per month via promissory notes. As of the date of this Form 10-K filing, both promissory notes have
been satisfied.
On November 20, 2017, the Company
entered into an agreement (the “Agreement”) with JOJ Holdings, LLC (“JOJ”). Pursuant to the terms of the
Agreement, the Company purchased 1,000,000 shares of Blockchain Industries, Inc. from JOJ for $1,000. As additional consideration
for the purchase, the Company agreed to issue one (1) share of the Company common stock to JOJ for every dollar the Company realizes
from any sale of the shares of Blockchain Industries, Inc. purchased pursuant to the Agreement, up to a total maximum aggregate
amount of 5,000,000 shares.
On January 20, 2018, the Company,
entered into a definitive purchase agreement (the “Agreement”) with Mark McLaughlin, our former President, Chief Executive
Officer and Director (though February 2018), through which the Purchaser, via a to be formed entity (“Newco”), agreed
to purchase the assets and liabilities (the “Assets”) of the Company’s yeast beta glucan manufacturing business
for $850,000 (the “Asset Purchase Agreement”), $650,000 of which was paid on the consummation of the transactions contemplated
by the Asset Purchase Agreement on February 2, 2018 (the “Closing Date”), and $200,000 of which is payable within 120
days following the Closing Date (collectively the “Purchase Price”). Further, the Company agreed to enter into a supply
agreement with Newco to purchase all of the yeast beta glucan for its iNR Wellness products for a period of one year and is entitled
to the non-exclusive rights to the use of the name “Immudyne” for a period of sixty days from the Closing Date.
On
February 7, 2018 (the “Effective Date”), the Company and Mr. McLaughlin entered into an amendment to the Asset Purchase
Agreement (the “First Amendment”) to amend the Purchase Price of the Assets, whereby Mr. McLaughlin agreed, through
Newco, to purchase the Assets of the Company, for the following (i) two million (2,000,000) shares of the Company’s common
stock payable on February 12, 2018 the Closing Date (ii) One Hundred and Ninety Thousand Dollars ($190,000) payable on the Closing
Date, and (c) Two Hundred Thousand Dollars ($200,000) payable within 120 days following the Closing Date.
Brunilda
McLaughlin, the wife of Mr. McLaughlin, our former President, was the Company’s full-time accounting and accounts
receivable employee. Under a 2011 employment agreement with Mrs. McLaughlin, we compensated her for her full-time services
with (a) cash compensation of $3,000 per month; (b) 10-year, fully-vested options with cashless exercise rights to purchase
200,000 shares of our common stock at $0.20 per share; (c) 10-year, fully-vested options with cashless exercise rights to
purchase 100,000 shares of our common stock at $0.40 per share, such options to become exercisable upon our achieving $5
million in revenues in any fiscal year prior to the expiration date; and (d) an annual incentive bonus award amounting to
0.5% of our pre-tax earnings.
In
July 2017, the Company and Brunilda McLaughlin entered into a three-year employment agreement effective July 1, 2017. Upon signing
as additional compensation, the Company issued a ten-year option to buy 75,000 shares at $0.35.
Strawn
Pickens LLP, a law firm co-founded by one of our directors, Mr. Strawn, performs legal services on our behalf on an hourly-fee
basis in the ordinary course and has a contingency fee arrangement with us in a suit with former officers of the company and their
affiliated entities. In 2017 or 2018, there was no compensation provided to this director for legal services.
Our
former principal executive offices for Conversion Labs, Inc. were in office space provided to us by our former President, Mr.
McLaughlin at $2,000 per month, which includes rents, utilities and other office related expenditures. This arrangement commenced
as of January 1, 2016 through February 2018. In addition, Conversion Labs PR utilizes office space in Puerto Rico which is subleased
by Mr. Schreiber. Conversion Labs PR incurs expense of approximately $4,000 a month for this office space.
On
April 1, 2016, the Company entered into two services agreements with each of JLS, an entity wholly owned and operated by Justin
Schreiber, our President and Chief Executive Officer, and American Nutra Tech, an entity wholly owned and operated by Stefan Galluppi,
Chief Executive Officer of Conversion Labs PR. Under the terms of these Service Agreements each of JLS and American NutraTech
are required to provide certain operational management services and other business counsel to the Company and Conversion Labs
PR. As consideration for these services, the Company issued each of JLS and American NutraTech 1,000,000 restricted shares of
its common stock, which issuance may be rescinded in the event Conversion Labs PR did not distribute at least $500,000 to the
Company by December 31, 2016. Conversion Labs PR did not make such distribution by December 31, 2016 and as such the Company held
a rescission right with respect to the restricted shares issued to each of JLS and American Nutra Tech. With respect to JLS the
Company agreed to permit JLS to retain the shares so long as the required distribution was achieved by December 31, 2017. The
Company is currently in negotiations with respect to the shares issued to American Nutra Tech for which the Company has a rescission
right. Additional shares and/or options may also be issued upon certain financial milestones being achieved by Conversion Labs
PR as specified in the Services Agreements.
In
July 2017, the Company and JLS Ventures entered into a separate three year incentivized second amendment to Service Agreement
effective July 1, 2017. As compensation, the Company issued 900,000 shares of common stock valued at $432,000. In addition, the
Company issued performance-based options that vest, in intervals, upon receipt by Conversion Labs, Inc. of cash from Conversion
Labs PR within three years from the effective date of the agreement. Upon receipt of $4,000,000 of cash the Company will issue
a ten-year option to buy 1,500,000 shares at $0.25. Upon receipt of an additional $1,000,000, the Company will issue an additional
ten-year option to buy 1,500,000 shares at $0.25. Upon receipt of each additional $1,000,000, up to a total of $7,000,000, the
Company will issue an additional ten-year option to buy 1,500,000 shares at $0.35.
On November 20, 2017,
the Company entered into a third amendment (the “Amendment”) to its services agreement with JLS Ventures, LLC (“JLS”),
dated April 1, 2016, as amended by the first amendment on December 31, 2016 and the second amendment on July 1, 2017 (the “Services
Agreement”). The Amendment extended the term of the Services Agreement for an additional two years (until November 20, 2019).
Justin Schreiber, our
President and CEO, provided a $100,000 loan to the Company in December of 2018 for a one-time interest payment of $6,000. The principal
and interest were due on March 1, 2019.
JSDC, Inc., owned by
Justin Schreiber (President and CEO), provides credit card processing services through one or more merchant banks. JSDC, Inc. did
not receive any compensation for these services.
Conversion Labs PR
utilizes space in Puerto Rico, which is subleased from Mr. Schreiber (President and CEO) and incurs an expense of approximately
$4,000 a month for this office space.
Conversion Labs PR
utilizes BV Global Fulfillment, owned by the father of Mr. Schreiber (President and CEO), and incurred expenses of $97,477 and
$286,833 for the years ended December 31, 2018 and 2017, respectively, for these services.
During 2017, the Company issued a total of 1,319,211 shares
of common stock to Mr. Schreiber (President and CEO) pursuant to a conversion of Conversion Labs PR equity contributions of $303,419
into equity of Conversion Labs, Inc.
During December of 2018, the Company issued a $100,000 promissory note to JOJ Holdings, LLC,
a Company owned by Mr. Schreiber (President and CEO). The note bears no interest. The principal, and an additional $6,000 payment,
was due on March 1, 2019. As of December 31, 2018, the Company has approximately $50,000 of available borrowings under the note.
Director
Independence
Our
Board of Directors currently is comprised of six directors, Dr. Bruzzese, Dr. DiTrolio, Dr. Borenstein, Mr. Galluppi, Mr. Strawn
and Mr. Schreiber. While we are not subject to any director independence requirements because of our quotation on the OTC Markets
OTCQB, we have adopted the NASDAQ listed company standards for the purposes of determining director independence. Under these
standards, our Board of Directors has determined that Dr. Bruzzese, Dr. DiTrolio, and Mr. Strawn qualify as independent directors.
In determining the independence of our directors, the Board of Directors considered all transactions in which we and any director
had any interest, including those discussed under “Certain Relationships and Related Transactions” beginning on page
34 of this Annual Report. The Board of Directors currently has no separately designated standing committees.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
and Accounting Fees
Effective
April 10, 2018, we dismissed Rosenberg Rich Baker Berman & Company (“RRBB”) as the Company’s independent
registered public accounting firm, effective as of such date. On April 5, 2018, we engaged BF Borgers CPA PC (“BF”)
as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The following table
sets forth the fees billed to the Company for professional services rendered by RRBB and BF, respectively, for each of the years
ended December 31, 2018 and 2017:
|
|
BF
|
|
|
RRBB
|
|
Services
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Audit Fees
(1)
|
|
$
|
92,400
|
|
|
$
|
-
|
|
|
$
|
3,500
|
|
|
$
|
69,000
|
|
Audit-related Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
(2)
|
|
|
1,400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
All Other Fees
(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total Fees
|
|
$
|
93,800
|
|
|
$
|
-
|
|
|
$
|
3,500
|
|
|
$
|
69,000
|
|
(1)
|
“Audit fees”
are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim
financial statements, and services normally provided by the independent accountant in connection with statutory and regulatory
filings or engagements for those fiscal periods.
|
(2)
|
“Tax fees”
are fees billed, or to be billed, by the independent accountant for professional services rendered for tax compliance, tax
advice and tax planning.
|
(3)
|
“All Other
Fees” are fees billed for administrative services of our auditor’s firm.
|
Pre-Approval
Policies and Procedures
Our
board of directors preapproves all services provided by our independent registered public accounting firm. All of the above services
and fees were reviewed and approved by the board of directors before the respective services were rendered. Our board of directors
has considered the nature and amount of fees billed by BF and believes that the provision of services for activities unrelated
to the audit is compatible with maintaining their respective independence.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2018 AND 2017
NOTE
1 – NATURE OF THE ORGANIZATION AND BUSINESS
Nature
of Business
Conversion
Labs, Inc. (the “Company”) is a Delaware corporation is a diversified online direct response marketing company
that creates, in-licenses, and acquires proprietary and innovative consumer products that address large unmet needs in the
online marketplace. We sell our products directly to consumers through advertisements on Facebook, Google, Amazon, and other
social media and e-commerce platforms. Secondarily, we sell our products to traditional retailers, wholesalers and
physicians’ offices. We currently have four commercial stage products including (i) Shapiro MD, a patented line
of shampoo, conditioner, and leave-in foamer for thicker, fuller hair, (ii) iNR Wellness MD, a nutritional supplement
for immune support, (iii) PDF Simpli, a PDF conversion software-as-a-service (SaaS), which was acquired through the purchase of 51%
of the membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company, which operates a
marketing-driven software solutions business, and (iv) Scarology, a proprietary 3 step scar care system to improve the
overall color, texture and appearance of scars.
We
launched our online direct marketing business in the fourth quarter of 2015 with the establishment of a partnership with Inate
Skincare, LLC (“Inate”). Our initial intention was to launch a skin care line containing our proprietary ingredients
and to market such products directly to consumers. We entered into a limited liability company operating agreement with our joint
venture partners with respect to Inate under the legal name Immudyne PR LLC (“Immudyne PR”). On April 1, 2016, the
original operating agreement of Immudyne PR was amended and restated and we increased our ownership and voting interest in Immudyne
PR to 78.2%. Subsequently, concurrent with the name change of the parent company to Conversion Labs, Inc., Immudyne PR was
renamed to Conversion Labs PR LLC.
During
2016, we utilized third party entities to provide and increase credit card processing capacity and optimize corresponding rates
and fees through one or more merchant bank accounts held by such entities. Some of the entities contracted to provide these services
had been determined to be variable interest entities (“VIEs”) and were consolidated in the Company’s financial
statements. The one (1%) percent fee received by these VIEs was eliminated in consolidation of the net revenues processed and
collected by such contractors from sales initiated by the Company. The remaining entities provided such services as independent
contractors, the majority of which were considered related parties and no fee was paid. Upon receipt of funds by such contractors
from their respective merchant banks, the Company required the prompt transfer of funds to Company controlled accounts. The Company
reimbursed and/or advanced funds to such contractors for any deficit or charge related to returns, chargeback and other fees charged
by such merchant bank. By our year ended December 31, 2017, we ceased processing credit card charges through all VIE merchant
accounts. During the years ended December 31, 2018 and 2017, we recorded the merchant reserves from these VIE merchant accounts
on our balance sheet as accounts receivable.
As
used in these financial statements and unless otherwise indicated, the terms “Company,” “we,” “us,”
and “our” refer to Conversion Labs, Inc. (formerly known as Immudyne, Inc.) and our majority-owned subsidiaries LegalSimpli
Software, LLC, a Puerto Rico limited liability company (“LegalSimpli”), Conversion Labs PR, LLC (formerly Immudyne
PR LLC), a Puerto Rico limited liability company (“Conversion Labs PR”), and Conversion Labs Asia Limited, a Hong
Kong company (“Conversion Labs Asia”). Unless otherwise specified, all dollar amounts are expressed in United States
dollars.
Acquisition
of Membership Interest Purchase Agreement
On
May 29, 2018, Conversion Labs PR acquired 51% of the membership interests (the “Membership Interests”) of
LegalSimpli Software, LLC, a Puerto Rico limited liability company (“LegalSimpli”), which operates a
marketing-driven software solutions business. In consideration for CVLB PR (formerly Immudyne PR)’s purchase of the
Membership Interests, CVLB PR paid $150,000 (the “Initial Payment”) to the sellers upon execution of the purchase
agreement. Additionally, Conversion Labs PR agreed to pay up to an additional $200,000 for such Membership Interests and an
additional $400,000 of contingent consideration should the Company or CVLB PR ever pay a dividend.
Liquidity
The
Company has funded operations in the past through the sales of its products, issuance of common stock and through loans and advances
from officers and directors. The Company’s continued operations are dependent upon obtaining an increase in its sales volume
and the continued financial support from officers and directors or the issuance of additional shares of common stock.
The
accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes
the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2018, the Company
has an accumulated deficit approximating $12.2 million and has incurred negative cash flows from operations. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Based
on the Company’s cash balance at December 31, 2018, and projected cash needs for 2018, management estimates that it will need
to increase sales revenue and/or raise additional capital to cover operating and capital requirements for the 2019 year. Management
will need to raise the additional needed funds through increased sales volume, issuing additional shares of common stock or other
equity securities, or obtaining debt financing. Although management has been successful to date in raising necessary funding,
there can be no assurance that sales revenue will substantially increase or that any required future financing can be successfully
completed on a timely basis, or on terms acceptable to the Company.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation
The
Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”).
The
consolidated financial statements include the accounts of the Company and its majority owned subsidiary, CVLB PR and variable
interest entities (VIE’s) in which the Company has been determined to be the primary beneficiary. The non- controlling interest
in CVLB PR represents the 21.833% equity interest held by other members of the joint venture. All significant consolidated transactions
and balances have been eliminated in consolidation.
Variable
Interest Entities
The
Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (each, a “VIE”).
These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support
from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest
is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected
residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the
entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has
a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is
deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion
is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits
criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant
to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE
due to changes in facts and circumstances.
Use
of Estimates
The
Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of
the more significant estimates required to be made by management include the determination of reserves for accounts receivable,
returns and allowances, the accounting for derivatives, the valuation of inventory and stockholders’ equity-based transactions.
Actual results could differ from those estimates.
Derivative
Liabilities
Under
ASC 815-40-05, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock,
in the event the Company does not have a sufficient number of authorized and unissued shares of common stock to satisfy obligations
for stock options, warrants and other instruments potentially convertible into common stock, the fair value of these instruments
should be reported as a derivative liability. Pursuant to the outstanding option, warrant and convertible debt agreements, there
is currently no effective registration statement covering the shares of common stock underlying these agreements, which are currently
subject to a cashless exercise whereby the holders, at their option, may surrender their options and warrants to the company in
exchange for shares of common stock. The number of shares of common stock into which an option or a warrant would be exchangeable
in such a cashless exercise depends on both the exercise price of the options or warrant and the market price of the common stock,
each at or near the time of exercise. Because the market price is variable, it is possible that the Company could have insufficient
authorized shares to satisfy a cashless exercise. In this scenario, if the Company were unable to obtain shareholder approval
to increase the number of authorized shares, the Company could be obligated to settle such a cashless exercise with cash rather
than by issuing shares of common stock. Further, ASC 815-40-05 requires that the Company record the potential settlement obligation
at each reporting date using the current estimated fair value of these contracts, with any changes in fair value being recorded
through our statement of operations. The Company had reported the potential settlement obligation as a derivative liability. In
the third quarter of 2017, the Company obtained a majority of shareholders’ approval and amended its Articles of Incorporation
to increase the number of shares of its authorized common stock, therefore the derivative liability is no longer outstanding.
Sequencing
Policy
Under
ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity
to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient
authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with
the earliest grants receiving the first allocation of authorized but unissued shares, and all future instruments being classified
as a derivative liability, with the exception of instruments related to share-based compensation issued to employees or directors.
Inventory
At
December 31, 2018 and December 31, 2017, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic
products. Inventory is maintained in the Company’s third-party warehouse in Pennsylvania.
Inventory
is valued at the lower of cost or net realizable value with cost determined on a first-in, first-out (“FIFO”) basis.
Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to
net realizable, if lower. At December 31, 2018 and December 31, 2017, the Company recorded an inventory reserve in the amount
of $12,500 and $27,500, respectively. Inventory consists of the following:
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Raw materials
|
|
$
|
-
|
|
|
$
|
25,869
|
|
Finished products
|
|
|
1,022,616
|
|
|
|
655,389
|
|
|
|
$
|
1,022,616
|
|
|
$
|
681,258
|
|
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Product
Deposit
Many
of our vendors require deposits when a purchase order is placed for goods. Our vendors issue a credit memo when sending their
final invoice, reducing the amount the Company owes for the deposit amount on file with the vendors. The Company capitalizes these
product deposits until the inventory is received. As of December 31, 2018 and 2017, the Company has $33,302 and $16,500, respectively
of products deposit with multiple vendors for the purchase of raw materials or finished for products we sell online.
Intangible
Assets
Intangible
assets are comprised of customer relationship asset and purchased license fees with estimated useful lives of three years and
indefinite lived, respectively. Intangible assets are amortized over their estimated lives using the straight-line method. Costs
incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the
asset.
Impairment
of Long-Lived Assets
Long-lived
assets are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable
and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows
of other groups of assets and liabilities (asset group). If the sum of the projected undiscounted cash flows (excluding interest
charges) of an asset group is less than its carrying value and the fair value of an asset group is also less than its carrying
value, the assets will be written down by the amount by which the carrying value of the asset group exceeded its fair value. However,
the carrying amount of a finite-lived intangible asset can never be written down below its fair value. Any loss would be recognized
in income from continuing operations in the period in which the determination is made. Management determined that no impairment
of long-lived assets existed as of December 31, 2018.
Revenue
Recognition
The
Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis such
as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction
price and allocating the transaction price to each separate performance obligation.
For
the Company’s product-based contracts with customers, the Company generally records sales of finished products once the
customer places and pays for the order and the product is simultaneously shipped, but in limited cases if title does not pass
until the product reaches the customer’s delivery site, then recognition of revenue should be deferred until that time,
however the Company does not have a process to properly record the recognition of revenue if orders are not immediately shipped.
Delivery is considered to have occurred when title and risk of loss have transferred to the customer, which is usually upon shipment
of the product. The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments
for each shipment, and are netted with gross sales. The Company accounts for such provisions during the same period in which the
related revenues are earned. The Company has determined that the population of contracts with customers tends to be homogenous,
so that review of the contracts and estimate of various revenue related adjustments can be applied to the entire population.
The
Company began testing a trial offers with the Shapiro MD products in late 2018. The Company was unable to adequately implement
a process to report any trial-based sales and the related impact on inventory. Given the relatively new trail period being offered,
the Company has not been able to estimate the historical effect to determine how this will change the recording of revenue.
For
the Company’s software subscription-based contracts with customers, the Company records the sales after completion of the
customers 14-day free trail and at the end of the service period for which the customer purchased a monthly subscription or records
revenue over time as the yearly subscription lapses. The Company offers either a monthly subscription or a yearly subscription
to the Company’s software. The Company offers a discount for purchase of the yearly subscription, which must be paid at
initiation of the contract term, so that the Contract price is fixed at the contract initiation. Yearly subscriptions for the
software are recorded net of discount.
Customer
discounts, returns and rebates in the year ended December 31, 2018 and 2017 approximated $552,000 and $300,000, respectively.
Accounts
receivable
Accounts
receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review
of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer
receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up
an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to
collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At
December 31, 2018 and 2017 the accounts receivable reserve was approximately $0 and $0, respectively. At December 31, 2018 and
2017, the reserve for sales returns and allowances was approximately $42,515 and $23,200, respectively.
Reclassifications
Certain
reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have
no effect on previously reported operations, stockholders’ equity (deficit) or cash flows.
Income
Taxes
The
Company files Corporate Federal and State tax returns, while CVLB PR and LegalSimpli file tax returns in Puerto Rico, which were
formed as a limited liability company, files a separate tax return with any tax liabilities or benefits passing through to its
members.
The
Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for
Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax
basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted
rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when
necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of
its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity
for a valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement
recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the
tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood
of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits
of the position.
The
Company’s tax returns for all years since December 31, 2015, remain open to taxing authorities.
Stock-Based
Compensation
The
Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally
is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options
at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed
exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to
be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations
over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury
yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures,
the estimated forfeiture rate included in the option valuation was zero.
Many
of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based
compensation expense.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Earnings
(Loss) Per Share
Basic
earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants
and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents
are excluded from dilutive earnings per share when the effects would be antidilutive.
Common
stock equivalents comprising shares underlying 17,851,591 options and warrants for the year ended December 31, 2018 have not been
included in the loss per share calculations as the effects are anti-dilutive. Common stock equivalents comprising shares underlying
17,224,919 options and warrants for the year ended December 31, 2017 have not been included in the loss per share calculation
as the effects are anti-dilutive.
Recent
Accounting Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases
in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use
assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance
or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective
for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.
ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various
optional practical expedients. We have reviewed ASC 842 and have determined that it will not have any material effect on our financial
statements and related disclosures.
In
June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee
Share-Based Payment Accounting” that expands the scope of ASC Topic 718 to include share-based payment transactions for
acquiring goods and services from nonemployees. An entity should apply the requirements of ASC Topic 718 to nonemployee awards
except for certain exemptions specified in the amendment. The guidance is effective for fiscal years beginning after December
15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s
adoption date of Topic 606. We do not expect the implementation of this new pronouncement to have a material impact on our consolidated
financial statements.
All
other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements upon adoption.
Fair
Value of Financial Instruments
The
carrying value of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable and accrued
expenses and the face amount of notes payable approximate fair value for all periods.
Noncontrolling
Interests
The
Company accounts for its less than 100% interest in CVLB PR in accordance with ASC Topic 810, Consolidation, and accordingly the
Company presents noncontrolling interests as a component of equity on its consolidated balance sheet and reports the noncontrolling
interest’s share of the CVLB PR net loss attributable to noncontrolling interests in the consolidated statement of operations.
Consolidation
of Variable Interest Entities
In
accordance with ASC 810-10-25-37 and as amended by ASU 2009-17, the Company determines whether any legal entity in which the Company
becomes involved is a VIE and subject to consolidation. The Company conducts an assessment on an ongoing basis for each VIE including
(1) the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the
obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. As a result,
the Company determined that nine (9) entities were VIEs and subject to consolidation.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration
of Credit Risk
The
Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and
monitors the financial condition of its customers to reduce credit risk.
The
Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company,
at times, maintains balances in various operating accounts in excess of federally insured limits.
NOTE
3 – DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
On
January 29, 2018, the Company entered into a Legacy Asset Sale Agreement (the “Asset Sale Agreement”) with Mark McLaughlin
(the Company’s former President and Chief Executive Officer) whereby the Company sold the assets of the legacy beta glucan
business for $850,000. On February 7, 2018, the Company and Mr. McLaughlin entered into an amendment to the Asset Sale Agreement
(the “Asset Sale Agreement Amendment”) to amend the purchase price of the assets, whereby Mr. McLaughlin agreed, through
a newly formed entity, to purchase the assets and liabilities of the yeast beta glucan manufacturing business, for the following:
(i) 2,000,000 shares of the Company’s common stock (valued at $0.23 per share or $460,000), payable on February 12, 2018,
(the “Closing Date”), (ii) $190,000 payable on the Closing Date, (iii) $200,000 payable within 120 days following
the Closing Date, and (iv) the waiver of all rights to any severance payment in the amount of $150,000. The total purchase price
per the Asset Sale Agreement Amendment was $1,000,000. The total assets and liabilities transferred in the sale was $255,248,
resulting in a gain on sale of $744,752.
Operating
results for the year ended December 31, 2018, and 2017 for the yeast beta glucan manufacturing business are presented as discontinued
operations and the assets and liabilities classified as held for sale are presented separately in the balance sheet.
A
breakdown of the discontinued operations is presented as follows:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Net Sales
|
|
$
|
363,613
|
|
|
$
|
1,372,879
|
|
Cost of Sales
|
|
|
56,666
|
|
|
|
465,810
|
|
Gross Profit
|
|
|
306,947
|
|
|
|
907,069
|
|
Operating expenses
|
|
|
125,960
|
|
|
|
746,248
|
|
Income from discontinued operations
|
|
|
180,987
|
|
|
|
160,821
|
|
Gain on sale
|
|
|
744,752
|
|
|
|
-
|
|
Net income from discontinued operations
|
|
$
|
925,739
|
|
|
$
|
160,821
|
|
Assets
and liabilities of discontinued operations held for sale included the following:
|
|
December 31,
|
|
|
|
2017
|
|
Current assets:
|
|
|
|
|
Trade accounts receivable, net
|
|
$
|
270,580
|
|
Inventory, net
|
|
|
25,903
|
|
|
|
$
|
296,483
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
51,733
|
|
|
|
$
|
51,733
|
|
NOTE
4 – BUSINESS COMBINATION
Acquisition
of Membership Interest Purchase Agreement
On
May 29, 2018 (the “Closing Date”), Conversion Labs PR entered into a Membership Interest Purchase Agreement (the
“Purchase Agreement”) by and among nine individuals (as the “Sellers”), and Conversion Labs PR, as
buyer (“Buyer”), pursuant to which Buyer acquired from Sellers all of Sellers’ right, title and interest in
and to 51% of the membership interests (the “Membership Interests”) of LegalSimpli Software, LLC, a Puerto Rico
limited liability company (“LegalSimpli”), which operates a marketing-driven software solutions
business.
As
of December 31, 2018, in consideration for Buyer’s purchase of the Membership Interests the Buyer paid $150,000 (the “Initial
Payment”) to the Sellers upon execution of the Purchase Agreement. Additionally, Buyer may be obligated to pay up to an
additional $200,000 in accordance with the following milestones (the “Milestones”): (i) $100,000 to the Sellers on
the 90-day anniversary of the Purchase Agreement, so long LegalSimpli’s gross revenue for the preceding 30-day period is
equal to or greater than $75,000; and (ii) $100,000 to the Sellers on the 180-day anniversary of the Purchase Agreement, so long
as LegalSimpli’s gross revenue for the preceding 30-day period is equal to or greater than $150,000, with a minimum net
profit margin of 25% in each instance. As of December 31, 2018, while the Company does not anticipate Legalsimpli meeting the
above milestones, the Company anticipates that it is probable that the Company will pay the total $200,000 consideration to the
Sellers for these milestones. In addition, the Purchase Agreement calls for an additional $400,000 of consideration to be paid
to the Sellers if/when CVLB PR (formerly Immudyne PR) or the Company ever pay a dividend to shareholders. The Company has determined
that it is probable that at some future point that the Company will pay this $400,000 to the Sellers.
Regardless
of whether LegalSimpli achieves either or both of the Milestones, Buyer will retain full ownership of the Membership Interests.
Fair
Value of Consideration Transferred and Recording of Assets Acquired
The
following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities
assumed including an amount for intangible assets:
Consideration Paid:
|
|
|
|
Cash and cash equivalents
|
|
$
|
150,000
|
|
Additional consideration to be paid
|
|
|
200,000
|
|
Contingent consideration
|
|
|
400,000
|
|
Fair value of total consideration
|
|
$
|
750,000
|
|
|
|
|
|
|
Recognized amount of identifiable assets acquired, and liabilities assumed:
|
|
|
|
|
Financial assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,445
|
|
Financial liabilities:
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(84,349
|
)
|
Deferred revenue
|
|
|
(30,079
|
)
|
Non-controlling interest
|
|
|
(144,118
|
)
|
Total identifiable net assets
|
|
|
(227,022
|
)
|
Customer relationship asset
|
|
|
1,006,840
|
|
|
|
$
|
750,000
|
|
NOTE
5 – INVESTMENT IN BLOCKCHAIN INDUSTRIES INC.
On
November 20, 2017, the Company entered into an agreement (the “Agreement”) with JOJ Holdings, LLC (“JOJ”).
Pursuant to the terms of the Agreement, CVLB (formerly Immudyne) purchased 2,000,000 shares (post-split from a 2:1 forward split
on January 16, 2018) of Blockchain Industries, Inc. (“BCII”) from JOJ. The Agreement was amended on December 8, 2017
and again on March 9, 2018. In consideration for the purchase, CVLB agreed to issue one (1) share of CVLB common stock to JOJ
for every dollar CVLB realizes from gross proceeds on the sale of shares of BCII purchased pursuant to the Agreement, up to a
total maximum aggregate amount of 5,000,000 shares. The Company has 3 years to sell the shares of BCII and has agreed not to sell
more than 20% of the 30-day average daily trading volume of BCII. Justin Schreiber, the Company’s President and CEO is
the President and owner of JOJ. The initial assessment of this transaction was determined not to meet the basis of an exchange
transaction per
ASC 845-10-20, and accordingly, the Company has not recorded an asset or
any equity compensation for this transaction.
NOTE
6 – INTANGIBLE ASSETS
As
of December 31, 2018 the Company has the following amounts related to intangible assets:
|
|
Gross Carrying Amount
|
|
|
Accumulated Amortization
|
|
Amortizable intangible assets
|
|
|
|
|
|
|
|
|
Customer relationship asset
|
|
$
|
1,006,840
|
|
|
$
|
(195,775
|
)
|
Indefinite lived intangible assets
|
|
|
|
|
|
|
|
|
Purchased licenses
|
|
|
200,000
|
|
|
|
-
|
|
|
|
$
|
1,206,840
|
|
|
$
|
(1195,775
|
)
|
The
aggregate amortization expense of the Company’s intangible assets for the years ending December 31, 2018 and 2017, was $195,775
and $0, respectively. Estimated amortization expense for 2019, 2020 and 2021 is approximately $336,000, $336,000, and $140,000,
respectively.
NOTE
7 – NOTES PAYABLE
Notes
payable consisted of the following as of December 31, 2018 and 2017:
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Convertible notes of $550,000 issued in May of 2018. These notes have a maturity date of May 28, 2019 and accrue interest at a rate of 12% compounded annually. The conversion price for these notes is $0.23 per share of common stock. The borrowers have converted $344,642 of these notes including $9,922 of interest, as of December 31, 2018.
|
|
$
|
215,280
|
|
|
$
|
-
|
|
Warrants to purchase up to 2,391,305 shares of common stock with an exercise price of $0.28 per share. The fair value of the warrants was determined to be $533,691 and was recorded as a debt discount to be amortized over the life of the note. For the year end December 31, 2018, amortization of debt discount was $315,828.
|
|
|
(217,864
|
)
|
|
|
-
|
|
Promissory note of $230,000 issued in October of 2018. This note has a maturity date of April 1, 2019 and bears no interest but requires an additional $30,000 from the original $200,000 received. The Company has recorded $12,000 as interest as of December 31, 2018.
|
|
|
200,000
|
|
|
|
-
|
|
Related party promissory note of $106,000 issued in December of 2018. This note has a maturity date of March 1, 2019 and bears no interest but requires an additional $6,000 from the original $100,000 received. As of December 31, 2018, the Company has approximately $50,000 available borrowings under the related party promissory note.
|
|
|
50,000
|
|
|
|
-
|
|
Revolving line of credit with a third-party financial institution of $140,000, there was approximately $97,000 available borrowings under the working capital line.
|
|
|
|
|
|
|
42,479
|
|
CVLB PR working capital loans from the CFO and CEO for $50,000 and $75,000 respectively. The loans accrue at 2% interest per month and mature in February 2018. Accrued interest relating to the loans were $1,867 as of December 31, 2017.
|
|
|
|
|
|
|
125,000
|
|
|
|
$
|
247,416
|
|
|
$
|
167,479
|
|
Interest
expense related to loans from officers, directors and other related individuals amounted to $0 and $5,939 for the years ended
December 31, 2018 and 2017, respectively.
Total
interest expense on notes payable, inclusive of amortization of debt discount of $424,098 and $81,556, amounted to $315,828 and
$100,523 for the years ended December 31, 2018 and 2017, respectively.
NOTE
8 – INCOME TAXES
At
December 31, 2018, the Company has approximately $4,237,000 of operating loss carryforwards for federal that may be applied against
future taxable income. The net operating loss carryforwards will begin to expire in the year 2021 if not utilized prior to that
date, expiring during various year through 2037. There is no provision for income taxes because the Company has historically incurred
operating losses and maintains a full valuation allowance against its net deferred tax assets. The net operating loss carryforwards
could be subject to limitation in any given year in the event of a change in ownership as defined by IRC Section 382.
The
Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate
from 34% to 21%. The most significant impact of the legislation for the Company was a $242,000 reduction of the value of net deferred
tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from statutory rate
of 34% to 21%.
The
valuation allowance overall increased by approximately $324,000 during the year ended 2018 and decreased by approximately $343,000
during the year 2017 and was approximately $1,562,000 and $1,238,000 at December 31, 2018 and 2017, respectively. The Company
has fully reserved the deferred tax asset resulting from available net operating loss carryforwards.
The
income tax provision charged to continuing operations for the years ended December 31, 2018 and 2017 was as follows:
Current:
|
|
|
|
|
|
|
U.S. federal
|
|
$
|
(98,900
|
)
|
|
$
|
-
|
|
State and local
|
|
|
(29,600
|
)
|
|
|
-
|
|
|
|
$
|
(128,500
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
|
3,000
|
|
|
|
-
|
|
State and local
|
|
|
1,000
|
|
|
|
-
|
|
|
|
$
|
4,000
|
|
|
$
|
-
|
|
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income
from continuing operations for the years ended December 31, 2018, and 2017, due to the following:
Computed “expected” tax expense (benefit)
|
|
$
|
(287,000
|
)
|
|
$
|
(256,000
|
)
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
Nondeductible expenses
|
|
|
242,000
|
|
|
|
228,000
|
|
State and local taxes, net of federal tax benefit
|
|
|
(82,000
|
)
|
|
|
(73,000
|
)
|
Enacted future rate changes
|
|
|
-
|
|
|
|
(242,000
|
)
|
Change in valuation allowance
|
|
|
(324,000
|
)
|
|
|
343,000
|
|
Other
|
|
|
326,500
|
|
|
|
-
|
|
|
|
$
|
(124,500
|
)
|
|
$
|
-
|
|
Net
deferred tax liabilities consist of the following components as of December 31, 2018 and 2017:
Deferred tax Liability:
|
|
|
|
|
|
|
Intangible Assets
|
|
$
|
3,000
|
|
|
$
|
-
|
|
|
|
|
3,000
|
|
|
|
-
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Inventory allowances
|
|
|
3,000
|
|
|
|
3,000
|
|
Returns reserve
|
|
|
9,000
|
|
|
|
-
|
|
Stock-based compensation
|
|
|
562,000
|
|
|
|
387,000
|
|
Net operating loss carryforwards
|
|
|
989,000
|
|
|
|
848,000
|
|
|
|
|
1,563,000
|
|
|
|
1,238,000
|
|
Less valuation allowance
|
|
|
(1,563,000
|
)
|
|
|
(1,238,000
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
3,000
|
|
|
$
|
-
|
|
NOTE
9 – STOCKHOLDERS’ EQUITY
Common
Stock
In
January 2017, the Company issued 1,183,490 shares of common stock pursuant to a conversion of CVLB PR equity contributions of
$272,203 into equity of Conversion Labs, Inc. by the noncontrolling interest.
In
January 2017, the Company issued 217,391 shares of common stock in relation to issuance of a $210,000 note payable.
In
the first quarter of 2017, the Company commenced an offering to sell up to 4,000,000 shares of common stock at a price of $0.23
per share and warrants to purchase up to 2,000,000 shares of common stock exercisable any time prior to the second anniversary
of the issuance. The warrants are paired with the stock on the basis of one warrant for every two shares of stock purchased. During
2017, the Company received subscriptions in the amount of 2,927,156 shares and issued 1,463,578 warrants and proceeds in the amount
of $673,246.
In
March 2017, the Company issued 755,179 shares of common stock for the conversion of the outstanding balance of three notes payable
totaling $499,802 (see Note 3).
On
April 24, 2017, the Company, issued 217,390 shares of common stock pursuant to a stock subscription agreement and the Company
issued 108,696 warrants with an exercise price of $0.40 per share for the stated consideration and satisfaction of obligation
to pay $50,000 on the 180-day anniversary of the execution of the Sole and Exclusive License, Royalty, and Advisory Agreement
dated September 1, 2016 with Pilaris Laboratories, LLC.
During
the second quarter of 2017 the Company received subscriptions in the amount of 110,000 shares and issued 55,000 warrants and proceeds
in the amount of $25,300.
On
June 1, 2017, the Company entered into an agreement with a consultant to provide services, with a six-month term, and issued 125,000
shares of common stock as compensation. The shares were valued at $45,000 and the Company is recognizing the expense over the
term of the agreement. For the year ending December 31, 2018, $45,000 has been expensed and included in compensation and related
expenses on the consolidated statement of operations.
In
July 2017, the Company and JLS Ventures entered into a separate three year incentivized second amendment to a Service Agreement
effective July 1, 2017. As compensation, the Company issued 900,000 shares of common stock valued at $432,000. The Company is
recognizing the expense over the term of the agreement. For the year ending December 31, 2018, $72,000 has been expensed and included
in compensation and related expenses on the consolidated statement of operations.
In
July 2017, Mark McLaughlin, the Company’s former President and Chief Executive Officer, exercised 1,500,000 warrants on
a cashless basis and was issued 1,140,000 shares of common stock.
In
July 2017, Mark McLaughlin exercised 1,000,000 options on a cashless basis and was issued 800,000 shares of common stock.
In
July 2017, Mark McLaughlin exercised 339,473 options on a cashless basis and was issued 271,579 shares of common stock.
In
August 2017, the Company issued 100,000 shares of common stock valued at $40,000 to Acorn Management Partners L.L.C. (“Acorn”)
for financial advisory, strategic business planning and other investor relation services. The Company is recognizing the expense
over the term of the agreement. For the year ending December 31, 2018, $40,000 has been expensed and included in compensation
and related expenses on the consolidated statement of operations.
In
August 2017, the Company issued 50,000 shares of common stock valued at $20,000 to BV Global Fulfillment, LLC (“BV Global”)
for fulfillment services.
In
November 2017, the Company issued 100,000 shares of common stock valued at $44,000 to an employee as a bonus.
In
November 2017, the Company issued 135,721 shares of common stock pursuant to a conversion of CVLB PR equity contributions of $31,216
into equity of Conversion Labs, Inc. by the noncontrolling interest.
In
February 2018, pursuant to the sale of the Company’s legacy yeast beta glucan assets to the Company’s former CEO,
Mr. McLaughlin, 2,000,000 shares of common stock of Mr. McLaughlin’s shares were cancelled.
In
March 2018, the Company issued 500,000 shares of common stock valued at $120,000 to a consultant. In May 2018, the Company amended
the agreement with the consultant whereby the Company rescinded the 500,000 shares of common stock and reissued 250,000 shares
of common stock. The 250,000 shares of common stock issued on May 14, 2018, were valued at $62,500. The Company is recognizing
the expense at the time of issuance.
In
May 2018, the Company issued 1,000,000 shares of common stock valued at $230,000 to JLS Ventures, LLC, a company controlled by
our CEO, Justin Schreiber, for services. The Company also committed to issue an additional 1,000,000 shares of common stock on
January 1, 2019 valued in the aggregate amount of $230,000 if JLS Ventures met the service requirement specified in the agreement.
These 2,000,000 shares serve as the compensation for Mr. Schreiber for his services as CEO of the Company. The Company is recognizing
the expense for the issuances over the twenty-four-month term of the agreement. For the year ended December 31, 2018, $172,500
has been expensed and included in compensation and related expenses on the consolidated statement of operations.
In
May 2018, the Company issued 200,000 shares of common stock valued at $56,000 to a consultant for services over a three-month
term. The Company is recognizing the expense at the time of issuance. For the year ended December 31, 2018, $56,000 has been expensed
and included in compensation and related expenses on the consolidated statement of operations.
During
the year end December 31, 2018, the Company had convertible note holders convert 1,498,442 shares at a conversion price of $0.23
per share, resulting in a decrease to convertible notes of approximately $344,641 during the year.
Noncontrolling
Interest
During
2017, the Company issued a total of 1,319,211 shares of common stock and 659,606 warrants pursuant to a conversion of CVLB PR
equity contributions of $303,418 into equity of Conversion Labs, Inc. by the noncontrolling interest.
For
the years ended December 31, 2018 and 2017, the net income (loss) of CVLB PR attributed the Company amounted to $(119,262) and
$(12,488), respectively.
On
May 29, 2018, Conversion Labs PR acquired a 51% interest in LegalSimpli, which operates a marketing-driven software solutions
business. For the month of June 2018, the net loss of LegalSimpli was $48,613, of which $5,200 was attributed to the Company.
During June 2018, contributions by other members of LegalSimpli resulted an increase in noncontrolling interests of $154,000.
Service-Based
Stock Options
In
January 2017, the Company issued 100,000 service-based options valued at $24,109 to Brunilda McLaughlin as additional compensation
in an employment agreement. These options have an exercise price of $0.40 per shares, are fully vested, and expire in 10 years.
In
February 2017, the Company issued 500,000 service-based options valued at $113,522 to a director with an exercise price of $0.20
per share. The options are fully vested and expire in 10 years.
In
July 2017, the Company issued 75,000 service-based options valued at $20,985 to Brunilda McLaughlin as additional compensation
in an employment agreement. These options have an exercise price of $0.35 per shares, are fully vested, and expire in 10 years.
In
July 2017, the Company issued 300,000 service-based options valued at $83,939 to three directors with an exercise price of $0.35
per share. The options are fully vested and expire in 10 years.
In
July 2017, the Company issued 125,000 service-based options valued at $49,219 to a consultant with an exercise price of $0.40
per share. The options are fully vested and expire in 5 years.
In
July 2017, the Company issued Mark McLaughlin a ten-year option to buy 750,000 shares at $0.35 vesting one-third or 250,000 shares
upon signing, and 250,000 shares on July 1, 2018 and 250,000 shares on July 1, 2019. Once the options are fully vested, they expire
in 10 years. The options vested at December 31, 2018 are valued at $69,949.
On
October 1, 2017, Michael Borenstein was appointed to our Board of Directors. As a director, Mr. Borenstein received a ten-year,
fully-vested option to purchase 100,000 shares of our common stock at a price of $0.35 per share. In addition, Mr. Borenstein
received four ten-year options to each purchase 75,000 shares of our common stock at prices of $0.25, $0.25, $0.35, and $0.35
per share, which vest upon the Company earning $4,000,000, $5,000,000, $6,000,000 and $7,000,000 in earnings before income taxes,
respectively.
In
October 2017, the Company entered into a consulting agreement with Mr. Kalkstein and issued him a ten-year option to buy 500,000
shares at $0.40 vesting 30% upon signing, 35% shall vest on the two-year anniversary of this Agreement and 35% shall vest on the
three-year anniversary of this Agreement. Once the options are fully vested, they expire in 10 years. The fair value of the options
upon issuance was $199,897 to be recognized as an expense over the three-year term of the agreement. For the year ended December
31, 2017 and 2018, $16,658 has been recognized as expense.
A
Summary of the outstanding service-based options are as follows:
Number of
|
|
Options
|
|
Balance at December 31, 2016
|
|
|
10,700,273
|
|
Issued
|
|
|
1,600,000
|
|
Exercised
|
|
|
-1,339,473
|
|
|
|
|
|
|
Balance at December 31, 2017
|
|
|
10,960,800
|
|
Issued
|
|
|
3,400,000
|
|
Expired
|
|
|
-550,000
|
|
Exercised
|
|
|
-40,800
|
|
Balance at December 31, 2018
|
|
|
13,820,000
|
|
All
outstanding options are exercisable and have a cashless exercise provision, and certain options provide for accelerated vesting
provisions and modifications, as defined, if the Company is sold or acquired. The intrinsic value of options outstanding and exercisable
at December 31, 2018 and 2017 amounted to $1,210,342 and $704,794, respectively. The intrinsic value of options exercised for
years ending December 31, 2018 and 2017 was $267,895 and $54,000, respectively.
The
significant assumptions used to determine the fair values of options issued, using a Black-Scholes option-pricing model are as
follows:
Significant assumptions:
|
|
|
|
Risk-free interest rate at grant date
|
|
|
0.65%
- 2.84
|
%
|
Expected stock price volatility
|
|
|
96.56 %-180.45
|
%
|
Expected dividend payout
|
|
|
-
|
|
Expected option life-years
|
|
|
3 years
|
|
Weighted average grant date fair value
|
|
$
|
0.02 - 0.32
|
|
Forfeiture rate
|
|
|
0.01
|
%
|
The
following is a summary of outstanding service-based options at December 31, 2018:
Exercise
Price
|
|
Number
of
|
|
Weighted
Average
|
Options
|
|
Remaining
Contractual Life
|
$
|
0.20
- $0.25
|
|
8,120,000
|
|
3.8
years
|
$
|
0.30
- $0.35
|
|
3,825,000
|
|
8.7
years
|
$
|
0.4
|
|
1,875,000
|
|
5.0
years
|
|
Total
|
|
13,820,000
|
|
|
Performance-Based
Stock Options
Vested
In
February 2017, the Company granted performance-based options to purchase 250,000 shares of common stock at exercise prices of
$0.40. The options expire in 2027 and are exercisable upon the Company achieving annual sales revenue of $5,000,000. The options
are valued at $55,439. During 2017, the Company met the performance criteria. The Company recorded stock-based compensation expense
of $55,439 for the year ended December 31, 2018, related to these performance-based options.
Unvested
The
Company granted performance-based options to purchase 900,000 shares of common stock at exercise price of $0.80. The options expire
at various dates between 2021 and 2027 and are exercisable upon the Company achieving annual sales revenue of $10,000,000. During
2017, these unvested options were cancelled.
In
July 2017, the Company granted performance-based options to purchase 6,000,000 shares of common stock with an exercise prices
of $0.35 per share. The options expire in 10 years and are exercisable upon cash received by Conversion Labs, Inc. from CVLB PR
between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $1,688,212.
In
the third quarter of 2017, the Company granted performance-based options to purchase 3,150,000 shares of common stock with an
exercise prices of $0.25 and $0.35 per share. The options expire in 10 years and are exercisable upon the company achieving pre-tax
earnings benchmarks between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $910,146.
In
the fourth quarter of 2017, the Company granted performance-based options to purchase 600,000 shares of common stock with an exercise
prices of $0.25 and $0.35 per share. The options expire in 10 years and are exercisable upon the company achieving pre-tax earnings
benchmarks between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $242,709.
Restricted
Stock and Options
The
Company has entered into two agreements on April 1, 2016 with two consultants of CVLB PR for business development, marketing and
sales related services (the “Consultant Agreements”). The consultants are treated as employees for accounting purposes.
Upon signing, each consultant was issued 1,000,000 restricted shares of Conversion Labs, Inc. common stock. In addition, each
consultant shall receive an additional 150,000 restricted shares of Conversion Labs, Inc. common stock for each $500,000 distributed
by CVLB PR to the Company. For each consultant, the amount of shares to be issued by the Company to the consultants shall be capped
at 1,500,000 restricted shares when CVLB PR has transferred $5,000,000 to the Company, for a combined capped total of 3,000,000
restricted shares. For the year ended December 31, 2017, 2,300,000 restricted shares of common stock have been issued related
to these agreements. The Company valued the shares at their grant date for a value of $0.30 per share for a total of $690,000
to be expensed over the estimated service period. A total of $300,000 and $306,667 was expensed during the year ended December
31, 2018 and 2017.
In
addition, the Consulting Agreements provided that each consultant shall receive a bonus of an additional 750,000 restricted shares
of Conversion Labs, Inc. common stock, plus an option to buy 1,000,000 shares of Conversion Labs, Inc. common stock at $0.20/share
(including a cashless exercise feature) when CVLB PR has transferred to the Company at each of the following three (3) thresholds:
$1,250,000, $2,000,000 and $3,000,000 for a total of 2,250,000 of restricted shares of Conversion Labs, Inc. common stock and
options to purchase up to 3,000,000 shares of Conversion Labs, Inc. common stock at $0.20/share. As of December 31, 2018 no bonus
shares have been issued and no options have been granted under this agreement.
Warrants
The
following is a summary of outstanding and exercisable warrants:
|
|
Number of
|
|
|
Weighted Average Exercise
|
|
|
Year of
|
|
|
|
Shares
|
|
|
Price
|
|
|
Expiration
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
|
|
1,954,981
|
|
|
$
|
0.19
|
|
|
|
2017 - 2019
|
|
Issued
|
|
|
2,634,228
|
|
|
|
0.40
|
|
|
|
2018 - 2020
|
|
Exercised
|
|
|
-1,500,000
|
|
|
|
0.12
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
|
|
3,089,119
|
|
|
|
0.40
|
|
|
|
2018 - 2020
|
|
Expired
|
|
|
-354,891
|
|
|
|
0.44
|
|
|
|
2018
|
|
Issued
|
|
|
2,491,305
|
|
|
|
0.29
|
|
|
|
2023 - 2028
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
|
|
5,225,533
|
|
|
$
|
0.35
|
|
|
|
2019 - 2028
|
|
In
January 2017, the Company issued 591,745 warrants with an exercise price of $0.40 per share, in relation to an issuance of common
stock for the conversion of an equity contribution into CVLB PR by the noncontrolling interest. These warrants are fully vested
and expire in two years.
In
March 2017, the Company issued 402,348 warrants with an exercise price of $0.40 per share, in relation to an issuance of common
stock for the conversion of debt. These warrants are fully vested and expire in two years.
In
the first quarter of 2017, the Company issued 1,408,578 warrants with an exercise price of $0.40 per share, in relation to a sale
of common stock. These warrants are fully vested and expire in two years.
In
April 2017, the Company issued 55,000 warrants with an exercise price of $0.40 per share, in relation to a sale of common stock.
These warrants are fully vested and expire in two years.
In
April 2017, the Company issued 108,696 warrants with an exercise price of $0.40 per share, in relation to an issuance of common
stock for conversion of a payable. These warrants are fully vested and expire in three years.
In
November 2017, the Company issued 67,861 warrants with an exercise price of $0.40 per share, in relation to an issuance of common
stock for conversion of an equity contribution into CVLB PR by the noncontrolling interest. These warrants are fully vested and
expire in three years.
In
March 2018, the Company issued 100,000 warrants to purchase shares of common stock with an exercise price of $0.50 per share,
in relation to royalty license agreement. These warrants are fully vested and expire in ten years.
In
May 2018, the Company issued 2,391,305 warrants to purchase shares of common stock with an exercise price of $0.28 per share,
in relation to an issuance of convertible notes payable. These warrants are fully vested and expire in five years.
Warrants
outstanding and exercisable amounted to 5,225,533 and 3,089,119 at December 31, 2018 and 2017, respectively. The weighted average
exercise price of warrants outstanding at December 31, 2018 and 2017 is $0.35 and $0.40, respectively. The warrants expire at
various times between December 2017 and September 2019.
On
October 25, 2018, the Company’s board of directors unanimously decided to amend warrants with a two-year term issued to
warrant holders issued between January 2017 and March 2017 with an exercise price of $0.40 per share. The Company amended the
warrants to provide for an additional three-year term to warrant holders as consideration for them entering into a call agreement
with the Company, so that when the Company’s common stock trades above or over $0.75 per share for at least ten consecutive
days. The Company has repriced the grant date fair value during 2018 and recognized additional expense as stock-based compensation
of approximately $128,000.
The
fair value of options and warrants granted (or extended) during the years ended December 31, 2018 and 2017, was estimated on the
date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions:
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
191% - 196
|
%
|
|
|
125% - 214
|
%
|
Risk free interest rate
|
|
|
2.44%
- 2.58
|
%
|
|
|
1.31%
- 2.57
|
%
|
Expected dividend yield
|
|
|
-
|
|
|
|
-
|
|
Expected warrant term (in years)
|
|
|
3.0 - 5.0
|
|
|
|
0.9 - 8.1
|
|
Weighted average grant date fair value
|
|
$
|
0.21 – 0.22
|
|
|
$
|
0.12
- 0.45
|
|
Stock
Based Compensation
The
total stock-based compensation expense related to Service-Based Stock Options, Performance-Based Stock Options and Warrants issued
for service amounted to $834,191and $1,001,679 for the years ended December 31, 2018 and 2017, respectively. Such amounts are
included in compensation and related expenses in the consolidated statement of operations.
NOTE
10 – COMMITMENTS AND CONTINGENCIES
Royalty
Agreements
On
September 1, 2016 CVLB PR entered into a sole and exclusive license, royalty and advisory agreement with Pilaris Laboratories,
LLC (“Pilaris”) relating to Pilaris’ PilarisMax shampoo formulation and conditioner. The term of the agreement
will be the life of the US Patent held by Pilaris. As consideration for granting CVLB PR this license, Pilaris will receive on
quarterly basis, 10% of the net income collected by the licensed products based on the following formula: Net Income = total income
– cost of goods sold – advertising and operating expenses directly related to the marketing of the licensed products.
In addition, CVLB PR shall pay Pilaris a performance fee of $50,000 on the 180-day anniversary of the agreement and an additional
$50,000 performance fee on the 365-day anniversary of the agreement. For the year ended December 31, 2018, the Company capitalized
the license fee in the amount of $100,000, as the purchase of the fee is deemed an asset purchase under ASC 805. In April 2017,
the Company issued 217,390 shares of common stock and 108,696 warrants, pursuant to a subscription agreement, for the stated consideration
and satisfaction of obligation to pay $50,000 on the 180-day anniversary of the execution of this agreement. For the year ended
December 31, 2018 and 2017, the Company recognized $98,408 and $79,360, respectively in royalty expense related to this agreement.
As of December 31, 2018 and 2017, the $18,994 and $14,039, respectively was included in accounts payable and accrued expenses
in regard to this agreement.
On
March 26, 2018, the Company entered into a license agreement (the “Agreement”) with M.ALPHABET, LLC (“Alphabet”),
pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions developed by Licensor
for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising (the “Product Line”). Pursuant
to the license granted under the Agreement, Conversion Labs PR obtains an exclusive license to incorporate (i) any intellectual
property rights related to the Product Line and (ii) all designs, drawings, formulas, chemical compositions and specifications
used or useable in the Product Line into one or more products manufactured, sold, and/or distributed by Alphabet for the treatment
of purpura, bruising, post-procedural bruising and traumatic bruising and for all other fields of use or purposes (the “Licensed
Product(s)”), and to make, have made, advertise, promote, market, sell, import, export, use, offer to sell and distribute
the Licensed Product(s) throughout the world with the exception of China, Hong Kong, Japan, and Australia (the “License”).
The
Company shall pay Alphabet a royalty equal to 13% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed
Products. Further, so long as the Agreement is not previously terminated, the Company, also agreed to pay Alphabet $50,000 on
the 120-day anniversary of the Agreement and an additional $50,000 on the 360-day anniversary of the Agreement.
Upon
execution of the Agreement, Alphabet will be granted a 10-year option to purchase 100,000 shares of the Company’s common
stock at an exercise price of $0.50. Further, if Licensed Products have gross receipts of $7,500,000 in any calendar year, the
Company will grant Alphabet an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.50;
(ii) if Licensed Products have gross receipts of $10,000,000 in any calendar year, the Company will grant Alphabet an additional
option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.50 and (iii) If Licensed Products
have gross receipts of $20,000,000 in any calendar year, the Company will grant Alphabet an option to purchase 200,000 shares
of the Company’s common stock at an exercise price of $0.75.
Leases
Conversion
Labs PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (the Company’s President and CEO) on
a month to month basis and incurs expense of approximately $4,000 a month for this office space.
The
Company started paying $95 per month to WeWork for a mailing address and the ability to lease conference space on-demand at their
locations worldwide. This lease is considered month to month. The Company incurred $900 of expenses for the year ended December
31, 2018.
In
February 2018, the Company entered into a 3-year agreement to lease office space in Huntington Beach, California beginning on
March 2, 2018. The rent is payable on a monthly basis in the amount of $2,106 for the first twelve months, $2,149 for the second
twelve months and $2,235 for the third twelve months. A security deposit of $2,235 was paid for this lease.
Rent
expense for the years ended December 31, 2018 and 2017, was $77,033 and $162,760, respectively.
Employment
and Consulting Agreements
The
Company has entered into various agreements with officers, directors, employees and consultants that expire in one to five years.
The agreements provide for annual compensation of up to $145,000 and the issuance of stock options, at exercise prices of $0.40
and $0.80, to purchase 4,400,000 shares of common stock issuable upon the Company’s revenue exceeding $5,000,000 and $10,000,000,
as defined. In addition, the agreements provide for bonus compensation to these individuals aggregating up to 15% (with no individual
having more than 5%) of the Company’s pretax income.
In
August 2017, the Company entered into a Professional Service Agreement with Acorn Management Partners L.L.C. (“Acorn”)
for financial advisory, strategic business planning and other investor relation services for one-year effective August 8, 2017.
During the term of the Agreement, Acorn shall receive $7,500 cash monthly. As additional compensation, the Company shall issue
within five (5) days of signing 100,000 shares of the Company’s common stock and upon each three (3) month period thereafter
during the term of the Agreement an additional 100,000 shares of the Company’s common stock for a total of 400,000 shares
of the Company’s common stock.
Legal
Matters
In
the normal course of business operations, the Company may become involved in various legal matters. At December 31, 2018, the
Company’s management does not believe that there are any potential legal matters that could have an adverse effect on the
Company’s financial position.
NOTE
11 – RELATED PARTY TRANSACTONS
Other
Certain
related party transactions were incurred by the legacy business that was sold in February 2018, including reimbursement of home
office expenditures to the Company’s former President and CEO, employment of the Company’s former President and CEO’s
wife, and legal and business advisory services provided by one of the Company’s directors.
Chief
Executive Officer
JLS
Ventures LLC, owned by our current CEO, provides credit card processing services through one or more merchant banks. JLS Ventures
LLC did not receive any compensation for these services. In July 2017, the Company and JLS Ventures, an entity owned by the Company’s
current Chief Executive Officer, entered into a second amendment to a Service Agreement effective July 1, 2017. As compensation,
the Company issued 900,000 shares of common stock valued at $432,000. The Company is recognizing the expense over the term of
the agreement. In May 2018, the Company issued 1,000,000 shares of common stock valued at $230,000 to JLS Ventures, LLC, for services.
The Company also committed to issue an additional 1,000,000 shares of common stock on January 1, 2019 valued in the aggregate
amount of $230,000 if JLS Ventures met the service requirement specified in the agreement. These 2,000,000 shares serve as the
compensation for Mr. Schreiber for his services as CEO of the Company. The Company is recognizing the expense for the issuances
over the twenty-four-month term of the agreement. For the year ended December 31, 2018, $172,500 has been expensed and included
in compensation and related expenses on the consolidated statement of operations.
On
November
20, 2017, the Company entered into an agreement (the “
Agreement
”) with JOJ Holdings, LLC
(“
JOJ
”). Pursuant to the terms of the Agreement, Conversion Labs, Inc. (“Conversion Labs”)
purchased 2,000,000 shares (post-split from a 2:1 forward split on January 16, 2018) of Blockchain Industries, Inc.
(“BCII”) from JOJ. The Agreement was amended on December 8, 2017 and again on March 9, 2018. In consideration for
the purchase, Conversion Labs agreed to issue one (1) share of Conversion Labs common stock to JOJ for every dollar
Conversion Labs realizes from gross proceeds on the sale of shares of BCII purchased pursuant to the Agreement, up to a total
maximum aggregate amount of 5,000,000 shares. The Company has 3 years to sell the shares of BCII and has agreed not to sell
more than 20% of the 30-day average daily trading volume of BCII. Justin Schreiber, the Company’s President and CEO is
the President and owner of JOJ. The transaction was determined not to meet the criteria for recognition as an exchange
transaction, therefore no asset or liability has been recorded in the financial statements.
JSDC,
Inc., owned by CEO, provides credit card processing services through one or more merchant banks. JSDC, Inc. did not receive any
compensation for these services.
CVLB
PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (President and CEO) incurs expense of approximately
$4,000 a month for this office space.
Conversion
Labs PR utilizes BV Global Fulfillment, owned by the father of Mr. Schreiber, the Company’s current Chief Executive Officer,
and incurred $97,477 and $286,833 for the years ended December 31, 2018 and 2017, respectively, for these services.
During
2017, the Company issued a total of 1,319,211 shares of common stock to Mr. Schreiber pursuant to a conversion of CVLB PR equity
contributions of $303,419 into equity of Conversion Labs, Inc.
NOTE
12 – SUBSEQUENT EVENTS
Aside from the below, the
Company has evaluated subsequent events through the date these financial statements were issued and has determined that none exist
as of the date of this filing.
Resignation of Chief
Financial Officer
On February 9, 2019,
Robert Kalkstein Chief Financial Officer of Conversion Labs, Inc. (the “Company”), tendered his resignation to the
Company’s Board of Directors (the “Board”), effective March 31, 2019. Mr. Kalkstein did not resign as a result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Kalkstein
will continue to serve as an advisor to the Chief Executive Officer of the Company.
In connection with
Mr. Kalkstein’s resignation, the Company agreed to amend that certain consulting agreement entered into on September 26,
2017 by and between the Company and Mr. Kalkstein (the “Kalkstein Consulting Agreement”), to: (i) forego $32,500 of
the $42,500 cash currently owed to Mr. Kalkstein pursuant to the Kalkstein Consulting Agreement; (ii) decrease the exercise price
of 500,000 options to purchase the Company’s common stock previously granted to Mr. Kalkstein (the “Kalkstein Options”)
from $0.40 per share to $0.28 per share; (iii) accelerate the vesting of 150,000 Kalkstein Options with such options to vest on
March 31, 2019; and (iv) cancel 200,000 unvested Kalkstein Options, the vesting of which was not accelerated (the “Kalkstein
Amendment”).
Appointment of Chief
Financial Officer
On February 11, 2019,
in connection with Mr. Kalkstein’s resignation, the Board appointed Mr. Juan Manuel Piñeiro Dagnery, currently the
Controller of the Company, as Chief Financial Officer, effective March 31, 2019.
On March 15, 2019 the
Company and Mr. Piñeiro entered into an employment agreement (the “Piñeiro Employment Agreement”) effective
as April 1, 2019, whereby Mr. Piñeiro shall earn a salary of $84,000 per annum (the “Piñeiro Salary”).
In addition to the. Piñeiro Salary, he shall be eligible for an annual discretionary bonus of up to 100% of the Piñeiro
Salary and subject to approval of the Board, the Company shall issue to Mr. Piñeiro options to purchase 500,000 shares of
the Company’s common stock at an exercise price of $0.23 (the “Options”). The Piñeiro Employment Agreement
may be terminated without notice by either party at any time for any reason.
F-26