Table of Contents
GLOBESTAR THERAPEUTICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
| |
|
June 30, |
|
| |
|
2023 |
|
2022 |
|
| |
|
|
|
|
|
|
|
| CASH FLOW FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
| Net loss |
|
$ |
(1,598,675 |
) |
$ |
(1,179,502 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
| Stock compensation |
|
|
411,761 |
|
|
322,266 |
|
| Stock compensation, related parties |
|
|
749,703 |
|
|
168,340 |
|
| Amortization of discount on convertible note payable |
|
|
23,777 |
|
|
44,046 |
|
| (Gain) Loss on settlement of liabilities |
|
|
(6,724 |
) |
|
146,460 |
|
| Changes in operating assets and liabilities |
|
|
|
|
|
|
|
| Prepaid expenses |
|
|
3,550 |
|
|
— |
|
| Accounts payable and accrued liabilities |
|
|
114,363 |
|
|
12,951 |
|
| Accounts payable and accrued liabilities to related party |
|
|
164,141 |
|
|
173,317 |
|
| Accrued interest payable |
|
|
5,039 |
|
|
12,953 |
|
| NET CASH USED IN OPERATING ACTIVITIES |
|
|
(133,065 |
) |
|
(288,348 |
) |
| |
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| Proceeds from convertible note payable, net |
|
|
15,000 |
|
|
— |
|
| Proceeds from sale of Series G Preferred Stock |
|
|
73,000 |
|
|
275,000 |
|
| Proceeds from related party advances |
|
|
3,700 |
|
|
23,900 |
|
| Repayment of related party advances |
|
|
(5,500 |
) |
|
(16,500 |
) |
| Proceeds from common stock subscribed |
|
|
40,500 |
|
|
— |
|
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
126,700 |
|
|
282,400 |
|
| |
|
|
|
|
|
|
|
| NET CHANGE IN CASH |
|
|
(6,365 |
) |
|
(5,948 |
) |
| |
|
|
|
|
|
|
|
| Cash at beginning of period |
|
|
6,365 |
|
|
5,960 |
|
| |
|
|
|
|
|
|
|
| Cash at end of period |
|
$ |
— |
|
$ |
12 |
|
| |
|
|
|
|
|
|
|
| Cash paid during the period for: |
|
|
|
|
|
|
|
| Interest |
|
$ |
— |
|
$ |
— |
|
| Taxes |
|
$ |
— |
|
$ |
— |
|
| |
|
|
|
|
|
|
|
| Noncash investing and financing transactions: |
|
|
|
|
|
|
|
| Conversion of Series F preferred stock |
|
$ |
— |
|
$ |
12,889 |
|
| Conversion of Series G preferred stock |
|
$ |
181,500 |
|
$ |
265,375 |
|
| Common stock issued for stock payable |
|
$ |
25,000 |
|
$ |
499,500 |
|
| Common stock issued for settlement of liabilities |
|
$ |
— |
|
$ |
15,000 |
|
| Common stock issued for the conversion of debt |
|
$ |
20,000 |
|
$ |
— |
|
| Expenses paid on the Company's behalf for subscription agreement |
|
$ |
7,000 |
|
$ |
— |
|
The accompanying footnotes are an integral part of
these unaudited consolidated financial statements.
- 8 -
Table of Contents
GLOBESTAR THERAPEUTICS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Note 1. General Organization and Business
GlobeStar Therapeutics Corporation (the “Company”)
was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance
with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, effective
October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate
of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation.
The Company is developing an expanded platform of
products that include addition of treatment for Multiple Sclerosis and other neurodegenerative diseases. The potential pharmaceutical
products related to treatment for multiple sclerosis are licensed to the Company through the worldwide licensing agreement described in
Note 7.
Note 2. Going Concern and Summary of Significant
Accounting Policies
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. For the nine months ended June 30, 2023, the Company had a net loss of $1,598,675
and cash flow used in operating activities of $133,065. As of June 30, 2023, the Company had negative working capital of $1,277,133. Management
does not anticipate having positive cash flow from operations in the near future. The Company has minimal revenue. Without additional
capital, the Company will not be able to remain in business.
These factors raise a substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue as a going concern.
Management has plans to address the Company’s
financial situation as follows:
In the near term, management plans to continue to
focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing
to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance
capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding
and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.
In the long term, management believes that the Company’s
projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s
future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company
will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt
or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to
achieve adequate profitability and cash flows from operations to sustain its operations.
Interim Financial Statements
The accompanying unaudited financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial
statements and notes thereto for the year ended September 30, 2022 which are included on our Form 10-K filed on January 9, 2023. In the
opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and
nine months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending September
30, 2023.
Consolidated Financial Statements
The consolidated financial statements of the Company
include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical,
LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued Accounting Standards
Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported
and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles
and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position
or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain
standards are under consideration.
Note 3. Convertible Notes Payable and Advances
Convertible notes payable consisted of the following
at June 30, 2023 and September 30, 2022:
| |
|
|
|
|
|
|
|
| |
|
June 30,
2023 |
|
September 30,
2022 |
|
| Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. |
|
$ |
— |
|
$ |
20,000 |
|
| Convertible note dated May 10, 2023 in the original principal amount of 21,300 maturing May 10, 2024, bearing interest at 12%, convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. |
|
|
21,300 |
|
|
— |
|
| Unamortized Discount |
|
|
(5,422 |
) |
|
— |
|
| |
|
|
|
|
|
|
|
| Total current convertible notes payable, net of discount |
|
$ |
15,878 |
|
$ |
20,000 |
|
All principal along with accrued interest is payable
on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert
the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of
the Company.
On May 10, 2023, the Company entered into a Securities
Purchase Agreement (the “May 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”).
Pursuant to the terms of the May 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “May
2023 Note”) to 1800 Diagonal in the aggregate principal amount of $21,300 with the Company receiving $15,000 in cash proceeds. Effective
May 10, 2023, the Company issued the May 2023 Note to 1800 Diagonal consistent with the terms of the May 2023 Securities Purchase Agreement.
The May 2023 Note bears interest at 12%, with a 22% rate in the event of default, with an Original Issue Discount of $1,050 and matures
on May 10, 2024. Pursuant to the terms of the May 2023 Note, the outstanding principal and accrued interest on the note shall be convertible
beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s
common stock during the 20 days prior to conversion. The Company recognized $6,300 of discount and deferred finance costs and amortized
$878 during the six months ended June 30, 2023.
As of June 30, 2023 and September 30, 2022, accrued
interest on convertible notes payable was $222,287, respectively.
Conversions to Common Stock
During the nine months ended June 30, 2023, the holders
of the April 2017 convertible note payable elected to convert principal of $20,000 into 2,000,000 shares of common stock. The conversion
was in accordance with the terms of the agreement and no gain or loss was recognized.
Advances
As of June 30,
2023 and September 30, 2022, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable
on demand.
As of June 30, 2023 and September 30, 2022, the Company
had non-interest bearing advances payable to third parties of $5,600 and $12,400, respectively. The Company received advances of $3,700
from officers of the Company, and repaid $5,500 during the six months ended June 30, 2023. These advances are payable on demand.
- 10 -
Table of Contents
Note 4. Related Party Transactions
As of June 30, 2023 and September 30, 2022, the Company
owed $443,165 and $379,126 to officers of the Company for compensation which are recorded as accounts payable related party. Additionally,
the Company received short term, unsecured, non-interest bearing advances from the Company’s CEO totaling $700. As of June 30, 2023,
the Company owed $5,600 on these related party advances.
In February 2022, the Company entered into an amended
and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $180,000 and a bonus
as determined by the Board of Directors. Mr. Katzaroff may elect to receive payment in shares of stock based on the average of the three
lowest trading prices for the 15 days prior to election of payment in stock. Further, in the event of a change of control of the Company,
Mr. Katzaroff is entitled to a payment equal to 2.99 multiplied by the larger of the total compensation paid to Mr. Katzaroff over the
prior 12-month period or the average compensation paid or payable to the Consultant over the prior three years.
The Company awarded Mr. Katzaroff a total of 35,000,000
common stock options with an exercise price of $0.009 per share, an exercise term of five years. The options vest 50% immediately, and
the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing
equity or equity equivalents in the future, with him receiving an amount of options equal to 3% of future options or warrants issued,
excluding grants to officers.. The exercise price of these additional options will be 110% of the price per equity equivalent. The total
fair value of these option grants at issuance was $284,840. During the nine months ended June 30, 2023 and 2022, the Company recognized
$53,409 and $154,095 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At June 30,
2023, the Company had $44,506 of unrecognized expense related to options.
Additionally, Mr. Katzaroff will earn a fee related
to any strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint
ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzaroff of up to $20,000,000,
and an additional 0.75% - 3.5% for amounts above that threshold. As of June 30, 2023, no amounts have been earned or paid.
Mr. Katzaroff will also receive an activity fee of
3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue
generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the
cost savings. As of June 30, 2023, no amounts have been earned or paid.
On April 4, 2023, the Company issued 7,422,535 shares
to James Katzaroff to settle $50,000 of accrued compensation. The Company recognized a loss of $3,442 on this issuance based on the fair
value of the shares issued.
Note 5. Stockholders’ Deficit
The Company is authorized to issue an unlimited number
of common shares of stock with a par value of $0.001 per share, and the following series of preferred stock:
Preferred Stock
Series A Preferred Stock –
Our board of directors has designated up to 6,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a liquidation
value of $2.00 per share. The initial number issued is 5,000,000 with additional shares to be issued as a dividend not to exceed a total
of 6,000,000 shares. The rank of the Series A is prior to all common and preferred shares. In addition, the Series A Preferred Stock retains
protective provisions to maintain their seniority with respect to liquidation or dissolution. The Series A Preferred Stock holds no voting
rights and earns an 8% per annum dividend, payable in additional shares of Series A Preferred Stock. At June 30, 2023 and September 30,
2022, there were no shares of our Series A Preferred Stock outstanding, respectively.
Series B Preferred Stock –
Our board of directors has designated up to 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock has a liquidation
value of $1.00 per share. The holders of the Series B Preferred Stock are entitled to dividends of 8% per year payable quarterly in cash
or in shares of common stock at the option of the Company. The holders of the Series B Preferred Stock have no voting rights. The Series
B Preferred Stock is redeemable at the option of the Company at a price of $1.00 per share. At June 30, 2023 and September 30, 2022, there
were no shares of our Series B Preferred Stock outstanding.
Series C Preferred Stock –
On September 12, 2017, our board of directors designated up to 1,200,000 shares of Series C Preferred Stock with a liquidation value of
$0.50 per share. The holders of the Series C Preferred Stock have no voting rights. The Series C Preferred Stock is convertible at the
option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock. The
Series C Preferred Stock is redeemable at the option of the Company at a price of $0.50 per share. The Series C Preferred Stock has been
canceled, and there are no shares of Series C Preferred Stock outstanding as of June 30, 2023 and September 30, 2022.
Series D Preferred Stock –
On September 21, 2017, our board of directors designated up to 539,988 shares of Series D Preferred Stock with a liquidation value of
$1.00 per share. The holders of the Series D Preferred Stock have no voting rights. The Series D Preferred Stock is convertible at the
option of the holder into shares of common stock at a rate of $0.01 per share of common stock. The Series D Preferred Stock is not redeemable.
At June 30, 2023 and September 30, 2022, there were 509,988 shares of Series D Preferred Stock outstanding.
Series E Preferred Stock –
On August 3, 2015, our board of directors designated 1,000,000 shares of Series E Preferred stock. The Series E Preferred stock is subordinate
to our common stock. It does not receive dividends and does not participate in equity distributions. The Series E Preferred stock retained
2/3 of the voting rights in the Company.
At June 30, 2023 and September 30, 2022, there were
1,000,000 shares of Series E Preferred stock outstanding. Dividends, when, as and if declared by the Board of Directors, shall be paid
out of funds at the time legally available for such purposes.
Series F Preferred Stock –
On September 21, 2017, our board of directors designated up to 501,975 shares of Series F Preferred Stock with a liquidation value of
$1.00 per share. The holders of the Series F Preferred Stock have no voting rights. The Series F Preferred Stock is convertible at the
option of the holder into shares of common stock at a rate of $0.01 per share of common stock. The Series F Preferred Stock is not redeemable.
At September 30, 2021, 386,975 shares of the Series F Preferred Stock were issued and outstanding. During the year ended September 30,
2022, 257,984 shares of Series F Preferred Stock was converted into 25,798,400 shares of common stock. At June 30, 2023 and September
30, 2022, 128,991 shares of the Series F Preferred Stock were issued and outstanding.
Common stock issued for stock payable
In September 2022, the Company received two subscriptions
of $5,000 in cash for 1,515,152 shares of common stock and an equal number of warrants to purchase common stock at an exercise price of
$0.01 for one year. In December 2022, the Company received $5,000 of cash as a subscription for an additional 1,515,152 shares of common
stock and an equal number of warrants to purchase common stock at an exercise price of $0.01 for one year. The warrants had a fair value
of $4,067 based on a Black-Scholes pricing model using the following assumptions: 1) volatility of 176.37%; 2) risk free rate of 4.74%;
3) dividend yield of 0% and 4) expected term of 1 year. In February 2023, the Company received $8,000 of cash and $7,000 of expenses paid
on the Company’s behalf as a subscription for 7,500,000 shares of common stock. The common shares were issued in May 2023.
Common Stock Warrants
During the nine months ended June 30, 2023, the Company
amended the exercise price of the common stock warrants issued to investors in its 2021 private placement to reduce the price from $0.03
per share to $0.01 per share. In accordance with ASC 718, the Company estimated the incremental value of the warrants based on terms immediately
preceding the amendment, and immediately after the amendment, using the follow range of assumptions in a Black-Scholes option price model:
1) volatility of 203%; 2) expected term of approximately one year; 3) risk-free rate of 5.05%; 5) a common stock price at the date of
grant of $0.086 and 6) a dividend yield of 0%. The Company recognized stock-based compensation expense of $51,761 related to the repricing.
The following table summarizes the stock warrant activity
for the nine months ended June 30, 2023:
| |
|
Warrants |
|
Weighted-
Average
Exercise Price
Per Share |
|
| Outstanding, September 30, 2022 |
|
|
71,385,152 |
|
$ |
0.02 |
|
| Granted |
|
|
5,048,986 |
|
|
0.01 |
|
| Exercised |
|
|
— |
|
|
— |
|
| Forfeited |
|
|
— |
|
|
— |
|
| Expired |
|
|
— |
|
|
— |
|
| Outstanding, June 30, 2023 |
|
|
76,434,138 |
|
$ |
0.01 |
|
As of June 30, 2023, the outstanding warrants had
an expected remaining life of 2.13 years and have no aggregate intrinsic value.
Common Stock Options
The Company recognized $53,408 of expense related
to the fair value of options vesting during the nine months ended June 30, 2023. The Company also recognized $696,294 of expense related
to the estimated fair value of stock options awarded to officers of the Company. The Company awarded 50,000,000 options with a $0.01 exercise
price to the Company’s CFO Robert Chicoski that expire in May 2026, and awarded 20,000,000 options with an exercise price of $0.01
each to Mr. Farley and Mr. Penderghast which expire in April 2026. The fair value was estimated using a Black-Scholes option pricing model
and the following assumptions: 1) volatility of 184%; 2) expected term of approximately three years; 3) risk-free rate of 4.52%; 5) a
common stock price at the date of grant of $0.086 and 6) a dividend yield of 0%. The option wards vested immediately.
At June 30, 2023, the Company had $44,506 of unrecognized
expenses related to options.
The following table summarizes the stock option activity
for the nine months ended June 30, 2023:
| |
|
Options |
|
Weighted-
Average
Exercise Price
Per Share |
|
| Outstanding, September 30, 2022 |
|
|
105,000,000 |
|
$ |
0.02 |
|
| Granted |
|
|
90,000,000 |
|
|
0.01 |
|
| Exercised |
|
|
— |
|
|
— |
|
| Forfeited |
|
|
— |
|
|
— |
|
| Expired |
|
|
(70,000,000 |
) |
|
0.03 |
|
| Outstanding, June 30, 2023 |
|
|
125,000,000 |
|
$ |
0.01 |
|
As of June 30, 2023, all outstanding options had an
expected remaining life of 2.61 years and have no aggregate intrinsic value.
Common Stock issued for Services
On April 4, 2023, the Company issued 7,422,535 shares
to James Katzaroff to settle $50,000 of accrued compensation. The Company recognized a loss of $3,442 on this issuance based on the fair
value of the shares issued.
On April 25, 2023, the Company issued 7,261,087 shares
of common stock to 7 to Stand to settle the outstanding royalty balance of $50,102 under the License Agreement. The Company recognized
a gain of $10,166 on the issuance related to the fair value of the shares. See Note 7.
On April 6, 2023, the Company issued 50,000,000 shares
to a consultant for services rendered to the Company. The shares had a fair value of $360,000.
Note 6. Series G Preferred Stock
On August 11, 2021, our board of directors designated
up to 1,000,000 shares of Series G Preferred Stock with a liquidation value of $1.00 per share. The holders of the Series G Preferred
Stock have no voting rights except on matters related specifically to the Series G Preferred Stock. The Series G Preferred Stock carries
a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases
to 22% in case of default. The Series G Preferred Stock and accrued dividends are convertible beginning 180 days from issuance at the
option of the holder into shares of common stock at a rate of a conversion price of 75% of the average three lowest trading prices during
the 15 days prior to conversion. The Company will be required to redeem the Series G Preferred Stock upon the earlier of 15 months from
issuance date or upon on event of default as defined in the agreement.
Based on the economic characteristics of the Series
G Preferred Stock, the Company determined that the Series G should be accounted for as a liability under ASC 480-10, based on the discounted
conversion price providing an effectively fixed monetary amount that the preferred stock is convertible into.
During the six months ended March 31, 2023, the Company
sold an aggregate of 89,100 shares of Series G Preferred Stock for net cash proceeds of $73,000. The Company recorded a debt discount
of $16,100 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $89,100. The Company amortized
$15,584 of discount related to Series G Preferred Stock for the nine months ended June 30, 2023. The dividends on the Series G Preferred
Stock are accrued as interest. The Company recognized $5,039 of interest on the Series G Preferred Stock and had an accrued interest balance
of $1,762 and $3,983 as of June 30, 2023 and September 30, 2022, respectively. During the nine months ended June 30, 2023, the holder
of the Series G converted 181,500 shares of Series G and $7,260 of dividends into 72,815,329 shares of common stock. The conversions were
in accordance with the terms of the agreement and no gain or loss was recognized.
As of June 30, 2023 and September 30, 2022, 46,475
and 138,875 shares of the Series G Preferred Stock were issued and outstanding, respectively. The balance of the Series G Preferred stock
liability was $40,693 and $126,294, respectively, net of unamortized discount of $5,782 and $12,581, respectively.
Note 7. License Agreement
Effective August 23, 2020 the Company’s wholly-owned
subsidiary, SomaCeuticals, Inc. entered into an exclusive global license agreement with 7 to Stand, Inc. for the rights to U.S. patent
10,610,592 issued to Fabrizio de Silvestri, Terni, Italy, as inventor, April 7, 2020 for treatment of Multiple Sclerosis. In consideration
for the license agreement, SomaCeuticals agreed to pay 7 to Stand a royalty of 7.1% of the net sales of any product developed under the
patent on a worldwide basis. Additionally, the Company will issue shares of common stock to 7 to Stand upon completion of the following
milestones:
| ● |
Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company issued 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares were issued in July 2021. |
| |
|
| ● |
29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; These shares were issued in July 2021. |
| |
|
| ● |
29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and |
| |
|
| ● |
Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. |
| |
|
| ● |
$40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval. |
The Company paid no royalties and accrued $23,852
of royalties and late fees during the nine months ended June 30, 2023. During the nine months ended June 30, 2023, The Company and 7 to
Stand agreed to settle a total of $50,102 by issuance of 7,261,087 shares of common stock. The Company recognized a gain of $10,166 based
on the fair value of the shares issued.
The Company owed $10,000 of royalties and late fees
under this agreement as of June 30, 2023 and $26,250 as of September 30, 2022.
Note 8. Commitments
In February 2022, the Company entered into a consulting
agreement with Spivak Management, Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy
advice and introductions to the Company for a period of five years unless mutually terminated sooner. Concurrently, the Kenin Spivak,
who controls Spivak Management, Inc., entered into a stock purchase agreement with the Company to purchase 6,000,000 shares of common
stock for $25,000 cash. The purchase and issuance of the shares was to be completed by June 30, 2022.
The Consultant will be paid a signing bonus of $25,000
upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the
larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note
4. The Consultant may elect to receive this payment in stock.
In July 2022, the consultant agreement and the stock
purchase agreement were amended to reduce the subscription amount to $17,500. In August 2022, $17,500 was placed in escrow by the Mr.
Spivak for the Company’s Benefit, and the Company paid $17,500 to the Consultant from the escrow account. The 6,000,000 shares owed
to Mr. Spivak were not issued by June 30, 2023, and were issued in August 2023.
The Consultant may also receive a bonus in each calendar
year of the agreement equal to the larger of any bonus awarded by the Board of Directors to the Consultant or 50% of the largest bonus
payable by the Company to anyone other than the Consultant. If the agreement is terminated with one year of a change of control of the
Company, the Consultant will be entitled to receive a payment equal to 2.99 times the larger of the total compensation paid to the Consultant
over the prior 12 month period or the average compensation paid or payable to the Consultant over the prior three years. As of June 30,
2023 and September 30, 2022, the Company owed the consultant $200,000 and $100,000, respectively, included in accounts payable and accrued
liabilities.
Note 9. Subsequent Events
In July 2023, the Company issued 50,998,800 shares
to the holder of the Series D Preferred Stock for Full conversion of 509,988 shares outstanding.The Company also issued a total of 3,620,415
shares to settle subscription payables of $15,000.
In August 2023, the Company issued 2,000,000shares
to Robert Chicoksi, CFO as settlement of $12,000 of accrued compensation.
The Company issued 6,000,000 shares to Mr. Spivak
pursuant to the subscription agreement disclosed above.
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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
GlobeStar Therapeutics Corporation (the “Company”)
was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance
with the Secretary of State of Wyoming to continue its business in the state of Wyoming. As part of these Articles of Continuance, effective
October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate
of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation.
We changed our name to GlobeStar Therapeutics Corporation
on April 27, 2021 to better reflect our expanded platform of products that include addition of treatment for Multiple Sclerosis and other
neurodegenerative diseases.
GlobeStar Therapeutics Corporation, based in Richland
Washington, is a clinical stage Pharmaceutical Company introducing a patented formulation of previously approved drugs for the treatment
of Multiple Sclerosis. GlobeStar Therapeutics owns the exclusive global license from the inventors, who are based in Italy. GlobeStar
Therapeutics is initiating discussions with the FDA on clinical trial design in preparation for FDA submission and approval pathway.
Prior to the Company’s current business plan,
the Company was a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness
and adult-use markets through our marketing subsidiary, SomaCeuticalsTM.
Professional Team
We have adopted a Medical Advisory Board and appointed
medical doctors and medical professionals that have extensive education and hands on experience with pharmaceutical and nutraceutical
solution for prevention and treatment of disease.
Management’s Plan to Attract Capital
In the near term, management will utilize equity and
debt financing to complete assembling the professional and management team to commence the process for clinical trials in compliance with
FDA protocol. plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will
continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance,
however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility
of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s
ability to continue as a going concern.
In the midterm, management will enhance its capital
position with a public offering of equity securities to finance clinical trials and the necessary actions to obtain approval of worldwide
marketing of our MS treatment.
In the long term, marketing the Company’s pharmaceutical
and nutraceutical products will provide the necessary cash flow to support future growth. However, there can be no assurances that the
Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term
viability depends on its ability to obtain adequate sources of capital to support near term and midterm business operations, and the ability
of the Company to achieve adequate profitability and cash flows from operations to support its operations.
Corporate Governance
We have adopted codes and committees for governance
of the corporation that include: (i) audit committee charter, (ii) written acknowledgement of code of ethics for directors and senior
officers, (iii) compensation committee charter, (iv) confidential information policy, iv) corporate governance guidelines, (vi) executive
committee charter, and (vii) nominating committee charter.
Critical Accounting Policies
We prepare our consolidated financial statements in
conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on
historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial
statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our consolidated financial
statements.
While we believe that the historical experience, current
trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results
could differ from our estimates and such differences could be material.
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Table of Contents
Results of Operations
Three Months Ended
June 30, 2023 Compared to the Three Months Ended June 30, 2022
Revenue. We
had no revenue for the three months ended June 30, 2023 and 2022.
Cost of goods sold.
We had no cost of goods sold for the three months ended June 30, 2023 and 2022.
General and administrative
expense. We recognized general and administrative expense of $1,279,283 for the three months ended June 30, 2023 compared to $136,618
for the comparable period of 2022. The increase in general and administrative expense was primarily related to $360,000 of stock-based
compensation to a consultant, $714,097 related to options awarded to officers, and $51,761 related to the common stock warrant repricing
in the three months ended June 30, 2023.
Interest expense.
We recognized interest expense of $9,970 for the three months ended June 30, 2023 compared to $10,664 for the comparable period of 2022,
including amortization of the discount on Series G Preferred Stock liability of $7,315 and $8,629 during the three months ended June 30,
2023 and 2022, respectively.
Gain/Loss on settlement
of liabilities. We recognized a gain of $6,724 on the settlement of liabilities during the nine months ended June 30, 2023
related to shares issued for the settlement of royalty payable balance with 7 to Stand and the settlement of accrued compensation with
the Company’s CEO.
Net loss. For
the reasons above, we recognized a net loss of $1,282,529 for the three months ended June 30, 2023 compared to $158,103 for the three
months ended June 30, 2022.
Nine Months Ended June
30, 2023 Compared to the Nine Months Ended June 30, 2022
Revenue.
We had no revenue for the nine months ended June 30, 2023 and 2022.
Cost of goods sold.
We had no cost of goods sold for the nine months ended June 30, 2023 and 2022.
General and administrative
expense. We recognized general and administrative expense of $1,576,583 for the nine months ended June 30, 2023 compared
to $965,222 for the comparable period of 2022. The increase in general and administrative expense was primarily related to an increase
in stock -based compensation associated with common stock issued to a consultant of $360,000, new option awards to officers in the current
period with expense of $696,294 and $51,761 related to the common stock warrant repricing, partially offset by a decrease in legal fees
of $76,620.
Gain/Loss on settlement
of liabilities. We recognized a gain of $6,724 and a loss of $146,460 on the settlement of liabilities during the nine months
ended June 30, 2023 and 2022. In the current period, the shares related to the settlement of royalty payable balance with 7 to Stand and
the settlement of accrued compensation with the Company’s CEO. In 2022, the loss was related to shares issued to settle $15,000
of advances.
Interest expense.
We recognized interest expense of $28,816 for the nine months ended June 30, 2023 compared to $56,999 for the comparable period of 2023.
The decrease was due primarily to the amortization of the discount on convertible notes payable and Series G Preferred Stock during the
current period in the amount of $23,777 compared to $44,046 during the comparable period of the prior year.
Net loss.
For the reasons above, we recognized a net loss of $1,598,675 for the nine months ended June 30, 2023 compared to $1,179,502 for the nine
months ended March 31, 2022.
Liquidity and Capital Resources
At June 30, 2023, we had cash on hand of $0. The Company
has negative working capital of $1,277,133. Net cash used in operating activities for the nine months ended June 30, 2023 was $133,065.
Cash on hand is not adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash flow from operating
activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we
will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no
material commitments for capital expenditures as of June 30, 2023.
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Table of Contents
During the nine months ended June 30, 2023 the net
loss of $1,598,675 was offset by the following non-cash operating expenses: stock compensation of $411,761, stock based compensation with
related parties of $749,703, amortization of discount of $23,777 resulting in cash flows used in operating activities of $133,065. The
Company had cash flows from financing activities of $126,700, primarily due to $73,000 from the proceeds of sale of Series G Preferred
Stock, $40,500 in proceeds from the common stock subscribed and $3,700 of related party advances.
Additional Financing
Additional financing is required to continue operations.
Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of
financing and cannot provide any assurance that such financing will be available.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable to a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2023. Based upon that
evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls
and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
| 1. |
As of June 30, 2023, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
| |
|
| 2. |
As of June 30, 2023, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Our management, including our principal executive
officer and principal financial officer do not expect that our disclosure controls and procedures or our internal controls will prevent
all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Change in Internal Controls Over Financial Reporting
There was no change in our internal controls over
financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
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Table of Contents
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any
of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse
to us.
ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Set forth below is information regarding the securities
sold during the quarter ended June 30, 2023 that were not registered under the Securities Act:
| Date of Sale |
|
Title of
Security |
|
Number
Sold |
|
Consideration Received
and Description of
Underwriting or Other
Discounts to Market
Price or Convertible
Security, Afforded to
Purchasers |
|
Exemption from
Registration
Claimed |
|
If Option,
Warrant or
Convertible
Security, terms
of exercise
or conversion |
| |
|
|
|
|
|
|
|
|
|
|
| April 6, 2023 |
|
Common Stock |
|
50,000,000 |
|
Stock for services |
|
Section 3(a)(9) of the Securities Act |
|
— |
| April 6, 2023 |
|
Common Stock |
|
7,422,535 |
|
Settlement of liabilities |
|
Section 3(a)(9) of the Securities Act |
|
— |
| April 25, 2023 |
|
Common Stock |
|
7,261,087 |
|
Settlement of liabilities |
|
Section 3(a)(9) of the Securities Act |
|
— |
| May 22, 2023 |
|
Common Stock |
|
1,515,152 |
|
Cash subscription |
|
Section 3(a)(9) of the Securities Act |
|
— |
| May 22, 2023 |
|
Common Stock |
|
1,428,571 |
|
Cash subscription |
|
Section 3(a)(9) of the Securities Act |
|
— |
| May 22, 2023 |
|
Common Stock |
|
7,500,000 |
|
Cash subscription |
|
Section 3(a)(9) of the Securities Act |
|
— |
| June 20, 2023 |
|
Common Stock |
|
8,000,000 |
|
Conversion of Series G Preferred Stock |
|
Section 3(a)(9) of the Securities Act |
|
$0.0026 |
| June 22, 2023 |
|
Common Stock |
|
8,714,815 |
|
Conversion of Series G Preferred Stock |
|
Section 3(a)(9) of the Securities Act |
|
$0.0027 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has not defaulted upon senior securities.
ITEM 4. MINE SAFETY DISCLOSURES
This item is not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
__________
| (1) |
Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2015. |
| (2) |
Incorporated by reference to our Form 10-K/A Amendment No. 1 for the year ended September 30, 2015 filed on January 22, 2016. |
| (3) |
Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010. |
| (4) |
Filed or furnished herewith. |
| (5) |
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q
shall be deemed “furnished” and not “filed.” |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
GlobeStar Therapeutics Corporation |
| |
|
| Date: August 17, 2023 |
By: /s/ James C. Katzaroff |
| |
James C. Katzaroff |
| |
Chief Executive Officer, President, Secretary, Principal Executive
Officer and Director |
| |
|
| Date: August 17, 2023 |
By: /s/ Robert Chicoski |
| |
Robert Chicoski |
| |
Chief Financial Officer, Treasurer, Principal Financial
and Accounting Officer |
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