For the transition period from July 1, 2016 to December 31, 2016
(see explanatory note)
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Act.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant was $2,517,747 as of June 30, 2016, the last business day of
the registrant’s most recently completed second fiscal quarter.
As of April 17, 2017, there were 43,069,401 shares of the registrant’s
common stock outstanding.
Throughout this report, unless otherwise designated,
the terms “we,” “us,” “our,” “the Company” and “our company” refer
to Dthera Sciences, a Nevada corporation. All amounts in this report are in U.S. Dollars, unless otherwise indicated.
As reported by Dthera Sciences (formerly Knowledge Machine International,
Inc.) (the “Company”) in a Current Report filed with the Commission on September 27, 2016, the Company closed a transaction
whereby it acquired 100% of the outstanding stock of EveryStory, Inc., a Delaware corporation (“EveryStory”). The transaction
is referred to in this Annual Report as the “EveryStory Transaction.”
On November 21, 2016, the Company filed an amendment to the prior
current report to provide the financial statements of EveryStory as well as pro forma financial statements, all as required by
the Commission’s rules. EveryStory’s year end is December 31, and the financial statements provided included the audited
financial statements for the years ended December 31, 2015 and 2014, as well as reviewed interim financial statements through June
30, 2016.
As reported by the Company on a Current Report filed on November
17, 2016, the Company changed its fiscal year end from June 30 to December 31, to better track to the operations and business of
the Company’s subsidiary, EveryStory, Inc., the operations of which have become the business and operations of the Company.
The Company is filing this Transition Report on Form 10-KT to provide
the audited financial statements for the year ended December 31, 2016, following which time, the Company will report on a December
31 year-end basis.
This Annual Report on Form 10-K contains “forward-looking
statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995. The use of words such as
“anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,”
among others, generally identify forward-looking statements. These forward-looking statements are based on our management's expectations
and assumptions about future events as of the date of this Annual Report on Form 10-K, which are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations,
beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects.
You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters.
Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they
are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject
to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied
by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities
and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views
as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and
we do not have a policy of updating or revising, these forward-looking statements.
PART I
ITEM 1. BUSINESS.
Historical Background
On September 21, 2016,
the Company acquired a new operating subsidiary, EveryStory, Inc., a Delaware corporation (“
EveryStory
”).
The Company is developing a Digital Therapeutic technology designed to deliver Reminiscence Therapy to certain patient populations,
principally patients suffering from Alzheimer’s disease and dementia with the goal of a Quality of Life benefit and reduction
in anxiety in those populations. Prior to the closing of the EveryStory transaction, the Company was incorporated in the State
of Nevada on December 27, 2012, to engage in the development and operation of a business engaged in the distribution of high end
edged tools produced outside the US. We conducted this business through October 22, 2014. On October 22, 2014, we acquired an operating
subsidiary, Knowledge Machine, Inc., a Nevada corporation, (“
Knowledge Machine
”), which focused on new
technologies, acquiring licensing rights to those technologies, and marketing the licensed technologies, and we sold off our edged
tools business. In connection with the EveryStory transaction, we dissolved Knowledge Machine, and terminated the technology licensing
and marketing operations.
Our principal offices
are located at 7310 Miramar Road, Suite 350, San Diego, CA, 92126.
The Company qualifies
as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “
JOBS Act
”).
Acquisition of EveryStory and Change of
Management
Entry into Amended
and Restated Acquisition and Share Exchange Agreement; Completion of Acquisition of Assets
On September 21, 2016, we entered into an Amended
and Restated Acquisition and Share Exchange Agreement (the “
A&R Agreement
”) with EveryStory and each
of its shareholders (the “
Shareholders
”), and closed the acquisition (the “
Acquisition
”)
of the ownership of EveryStory (the “
Closing
”). We had previously announced our entry into the original
version of the A&R Agreement, and noted that the closing of the transaction was contingent on the completion of certain closing
conditions.
The Company acquired all of the outstanding
shares of EveryStory, and agreed to issue an aggregate of 77,377,713 pre-split /15,477,604 post-split shares of the Company’s
common stock to the EveryStory holders, with the understanding that an additional 21,942,062 pre-split/4,388,997 post-split shares
were issued to holders of EveryStory convertible debt instruments which are convertible or exercisable into shares of EveryStory
common stock (collectively, the “
Exchange Shares
”). Additionally, prior to Closing, the parties agreed that
certain shares of the Company’s common stock were to be returned to the Company for cancellation, resulting in the current
Company’s shareholders owning an aggregate of 40,875,000 pre-split/8,000,000 post-split shares of the Company’s common
stock immediately prior to the Closing.
Pursuant to the A&R Agreement, the 99,319,775
pre-split/ 19,866,601 post-split Exchange Shares issued or to be issued to the EveryStory constituted 75% of the total issued and
outstanding shares of the Company’s common stock, and the legacy Company shareholders (who were the owners of the Company’s
common stock immediately prior to the Closing) owned an aggregate of 40,875,000 shares, which constituted 25% of the total outstanding
Company common stock.
The Company’s and EveryStory’s
management agreed, and the A&R Agreement provides, that following the Closing, the Company will conduct a reverse stock split
(discussed in more detail below), following which the outstanding shares of the Company’s Series A Preferred Stock will convert
into a total of 8,000,000 post-reverse-split common stock. Following such conversion, the EveryStory owners will own or have the
right to receive shares of the Company’s common stock equal to 55% of the then-outstanding Company common stock, and the
Company legacy shareholders will own shares of the Company’s common stock equal to 45% of the then-outstanding Company common
stock, consisting of 8,000,000 shares of Company common stock issued on conversion of the Company’s Series A Preferred Stock
(22.5%) and 8,000,000 shares of the Company’s common stock owned by the other legacy Company shareholders (22.5%).
As a result of the Closing of the A&R Agreement,
EveryStory became our wholly owned subsidiary. Additionally (as discussed more fully below), our directors and officers immediately
prior to the Closing appointed the EveryStory management to become our new officers and directors, and then resigned from their
positions with us. In addition, we terminated our pre-closing business operations and agreed to dissolve our other wholly owned
subsidiary, Knowledge Machine.
There was no relationship between us and EveryStory
or their principals or affiliates prior to the negotiation of the original agreement and the A&R Agreement.
Share Ownership Following
Closing
Immediately prior to the Closing, there were
40,875,000 shares of the Company’s common stock. In connection with the Closing, the Company issued an aggregate of 77,377,713
pre-split/ 15,477,604 post-split shares to the EveryStory shareholders, and 21,942,062 pre-split/4,388,997 post-split shares were
issued to the holders of EveryStory convertible debt instruments, and the parties to the A&R Agreement understand and anticipate
that all such holders would exercise and convert their securities into the reserved shares of the Company.
On November 2, 2016, a reverse stock split
(the “Reverse Split”) of the Company’s common stock took effect. The ratio of the Reverse Split was 1:5.109375,
meaning one new share for each 5.109375 old shares of the Company’s common stock. All share numbers provided in this Annual
Report are given on a post-reverse-split basis.
Changes in Management
In connection with the Closing, Edward Cox,
David Keene, and Larry Morgan were appointed as new members of our Board of Directors by the then-existing members of our Board
of Directors, and Edward Cox was appointed as our Chief Executive Officer. Immediately following the appointment of Messrs. Cox,
Keene, and Morgan to the Board and Mr. Cox as the Chief Executive Officer, Vivek R. Dave and Taylor Caswell resigned all positions
as members of our Board of Directors and as officers.
The resignations were agreed to by the former
directors in connection with the execution of the A&R Agreement and the closing of the Acquisition. There were no disagreements
between us and any of the former directors.
Overview of Company
As previously disclosed,
on September 21, 2016, Dthera Sciences (formerly Knowledge Machine International, Inc.) (the “Company”) (“
Dthera
”)
acquired a new operating subsidiary, EveryStory, Inc., a Delaware corporation (“
EveryStory
”). The Company
is developing a Digital Therapeutic technology designed to deliver Reminiscence Therapy to certain patient populations, principally
patients suffering from Alzheimer’s disease and dementia with the goal of a Quality of Life benefit and reduction in anxiety
in those populations. As of the date of this Report, EveryStory was our only subsidiary. Additional information relating to the
business and operations of EveryStory, which has become our business and operations, is given below. In connection with the EveryStory
transaction, the Company dissolved its other former subsidiary entity and terminated our prior business operations.
Our
principal offices are located at 7310 Miramar Road, Suite 350, San Diego, CA, 92126, and the Company’s mailing address is
9921 Carmel Mountain Road, Suite 118, San Diego, CA 92129.
Organization and
Structure
By way of background, EveryStory, Inc., a Delaware corporation,
was founded on September 5, 2013. From inception until EveryStory formally launched operations in January 2014, EveryStory was
a development stage company. Following the closing of the EveryStory transaction, EveryStory became a wholly owned subsidiary of
Dthera Sciences (formerly Knowledge Machine International, Inc.), which divested itself of its former business and operations,
and will focus on the business and operations of Digital Therapeutics and Reminiscence Therapy using the technology Platform going
forward. References herein to “EveryStory” relate to the wholly owned Delaware corporation subsidiary. References to
the “Company,” or “we,” “our,” or “us,” refer to the publicly reporting company,
Dthera Sciences, formerly Knowledge Machine International, Inc., with the understanding that the Company will be implementing the
business, operations, and plans of Dthera Sciences.
Overview –
The Platform
Key components of the Platform include the
ability to record audio narratives that are linked to specific photos and which can be played when the photos are viewed; the ability
to import photos directly from computers or mobile devices; cloud-based data storage of the photos and the audio recordings; and
multiple playback capabilities; collaborative creation and sharing of stories. The Platform was designed for mobile device platforms
to enable users to record and store photos and audio easily and conveniently.
Application of the Platform – Digital Therapeutics and
Reminiscence Therapy
Dthera’s management is focused on the
goal of using the Company’s technology Platform, which streamlines the creation of personalized digital stories, to become
the first clinically-proven Digital Therapeutic delivering Reminiscence Therapy to patients with Alzheimer's disease and Dementia.
The Company
already has a granted US patent (issued in 2010) that broadly covers the use of the Platform
technology in Senior Living facilities. As of the date of this Report, Dthera had conducted
a clinical trial with the University
of California at San Diego (“
UCSD
”) with the goal of demonstrating that the EveryStory Platform is an
effective anxiety reduction and quality of life therapy for those with Alzheimer’s disease or Dementia (“
ADOD
”).
The results of the clinical trial were positive, as discussed in the summary abstract below:
This study examined the impact of a digital
therapeutic software system on emotional functioning in a group of patients with Dementia. The digital therapeutic software is
based on Reminiscence Therapy and allows the uploading of pictures and narration to create slideshow stories depicting important
moments in the patient’s life. Patients were evaluated in their home and the initial evaluation consisted of patients responding
to questionnaires assessing their level of depression, anxiety, overall level of emotional distress, and health related quality
of life. Patients’ caregivers were also asked to rate the patient’s level of emotional functioning. After the initial
assessment, patients and their caregivers were instructed on how to use the digital therapeutic software and created a slideshow.
Patients then viewed the slideshow and immediately after were re-assessed using the same set of questionnaires as prior to the
viewing. Results indicated that patients reported significantly less anxiety, depression, and overall emotional distress after
having viewed their story. Furthermore, patient’s caregivers also reported that the patient appeared less emotionally distressed.
The effect sizes for the significant results were typically large and ranged from 0.76 to 0.91 (effect sizes are used to quantify
the magnitude of a statistical effect, with 0.50 typically being viewed as a moderate effect and 0.80 being considered a large
effect of an intervention). These effect sizes, which were larger than anticipated, suggest that digital therapeutic software can
have an immediate and positive impact on emotional functioning in patients with Dementia. In addition, the accessibility and ease
of use of the software system suggests that this technology holds great promise for bringing important aspects of Reminiscence
Therapy to patients with Dementia who are suffering from various mood symptoms.
In connection with this application of the
Platform, Dthera is focusing on the developing fields of Digital Therapeutics and Reminiscence Therapy.
What is Digital Therapeutics?
The term “Digital Therapeutics”
refers to using a digital system to treat a medical condition, much as one might use a drug, a human counselor, or surgery. Digital
Therapeutics provide information and can be used alongside face-to-face physician consultancy. Many of these initiatives can be
used to support treatment and as lifestyle tools to help manage health and well-being. As such, Digital Therapeutics technologies
are used both as stand-alone and in combination with conventional therapies.
The goal of Digital Therapeutics is to mirror
an effective treatment already in use, and then to use technology to scale it to a large patient population.
Dthera’s management believes that the
EveryStory Platform is ideally positioned to be used as a Digital Therapeutics tool, and is focusing on using the Platform in the
field of Reminiscence Therapy to work with patients with Alzheimer’s disease and dementia (“ADOD”).
What is Reminiscence Therapy?
Mosby’s Medical Dictionary defines Reminiscence
Therapy as:
“A psychotherapeutic technique in which
self-esteem and personal satisfaction are restored, particularly in older persons, by encouraging patients to review past experiences
of a pleasant nature. It is used in Alzheimer's disease when initially long-term memory stores are more intact than short-term
and in other forms of dementia.”
Reminiscence Therapy generally involves either discussing or reviewing
recognizable memories from the past, which can help both calm and ground dementia patients when suffering from heightened anxiety.
Reminiscence Therapy involves the discussion
of past activities, events and experiences with another person or group of people, usually with the aid of tangible prompts such
as photographs, household and other familiar items from the past, music and archive sound recordings. Reminiscence Therapy groups
may involve group meetings in which participants are encouraged to talk about past events at least once a week. Reminiscence Therapy
may also involve individual sessions, in which the person is guided chronologically through life experiences, encouraged to evaluate
them, and may produce a life story book. Family care-givers are increasingly involved in reminiscence therapy. Reminiscence Therapy
is one of the most popular psychosocial interventions in dementia care, and is highly rated by staff and participants. There is
evidence to suggest that Reminiscence Therapy also effective in improving mood in older people without dementia, however its effects
on mood, cognition and well-being in dementia are less well understood. Studies have shown that Reminiscence Therapy can be an
effective tool to help elderly patients and those suffering from depression and from dementia-related diseases, including Alzheimer’s
disease to improve their well-being, self-esteem, and life satisfaction.
However, because Reminiscence Therapy is very
labor intensive, requiring more professional or family caregivers to provide the therapy treatments, it is hard to scale to a large
number of patients. Group therapy generally requires an increased number of care-givers or family members to provide a satisfactory
experience which will provide the benefits from Reminiscence Therapy, which can be costly, both in terms of time and money.
Dthera’s management believes that one
highly effective way to deliver Reminiscence Therapy to patients is through photos that bring back memories, and include voices
that are familiar to them. Dthera’s management believes that the EveryStory Platform is uniquely positioned as a Digital
Therapeutic that can provide Reminiscence Therapy to patients with Alzheimer’s disease and dementia (“ADOD”),
in a manner that is scalable and cost-effective.
Multiple family members can create digital
“stories” through the Platform, which are stored and can be accessed by the patient, either alone or with a caregiver.
The Platform’s technology makes creating the stories easy, guiding the user with questions, asking for photos and related
stories. The Platform then organizes the content, and prompts the creation of additional and related stories.
For example, a family member may be asked to
upload a photo of the family home and to provide an audio story or memory about the home. The Platform will link the audio story
to that photo, so that when the patient clicks on or touches the photo, the audio story will play automatically. The Platform also
prompts the family member to include photos and stories from different categories, including vacations and travel, places the patient
has lived, neighborhood friends, and other family members. Because the photos and stories are stored in the cloud, multiple family
members can work together to create a library of stories that the patient can watch, listen to, and enjoy repeatedly.
Dthera’s engineers have made the Platform
user-friendly, both on the content-creation side, and on the content-viewing side. The patient will be able to use an electronic
tablet (such as an iPad), which will be tailored for that patient, and which will give the patient the opportunity to view photos
and hear audio stories simply by touching the screen. The Platform can be set to play multiple photos and stories in a row. Family
members and caregivers can help the patient to start viewing, but can attend to other duties while the patient watches and listens.
Scale of the Markets (US)
Dthera’s management believes that the
potential market for the Digital Therapeutic and Reminiscence Therapy uses for the Platform are significant, and will continue
to grow for the foreseeable future.
Highlights of the market opportunities include:
|
·
|
The 70+ population in the US is expected to grow faster than any other age group—from 28 million in 2010 to 53 million by 2030
|
|
·
|
Alzheimer's and other dementias (ADOD)
|
|
o
|
For 2016, total payments for health care, long-term care and hospice are estimated to be $236 billion.
|
|
·
|
Senior Living and Long Term Care
|
|
o
|
The National Investment Center for the Seniors Housing & Care Industry (“
NIC
”) estimates expenditures for “long-term care services” between $210 and $306 billion
|
Annual Costs of Senior Living
Care (US)
Costs required for the care ADOD patients are
as much five times (average $77,381 per year) vs. someone of the same age without dementia ($15,550 per year)
Business Model
Dthera intends to offer the Digital Therapeutics
technology directly to the families of ADOD patients as a clinical supported therapy. Additionally, Dthera intends to partner directly
with Senior Living management firms, to introduce to the resident and the resident’s families starting in the second or third
quarters of 2017, with initial revenues anticipated 30-60 days after introduction.
In both the direct-to-Patient and the Senior
Living-management models, management anticipates that the product, which will include a digital tablet in the patient’s room,
with monthly and/or yearly rates for participation in the program.
Additionally, Dthera intends to seek partners
in international markets to help make introductions to the Senior Living-type markets and other implementation techniques.
Once Dthera has begun implementation of the
Digital Therapeutics and Reminiscence Therapy applications of the Platform, Dthera’s management intends to further explore
other applications of the Platform targeting other indications with patients that could benefit from the core technology,.
Intellectual Property
As noted above,
Dthera has acquired an issued patent from Seniors in Touch, Patent Number US 7721946 B2 (the “
ES Patent
”)
on its technology. The title of the ES Patent is “EveryStory Senior Living Patent,” and is summarized as follows: “
A
system and method is disclosed whereby a patient at a senior care facility can send and receive messages via the internet. Tools
are provided to manage the patients, the patient's relative contact, mail, and photo collection. Relatives can be designated to
suggest changes to the contacts and edit the contents of the patient's contacts files. The messages may be audio, video or text
and the user friendly system helps the patients navigate through the process. Notification is provided so that the relatives and
patients know when a message had been received. Further notification is provided if a prolonged period lapses after receipt of
a message to a patient and the message has not been read.
” The ES Patent was filed on February
21, 2007, and the publication date was May 25, 2010.
In summary, Dthera has the
following intellectual property:
|
•
|
U.S. Patent No. 7,721,946 – SENIOR CITIZEN COMMUNICATION SYSTEM
|
|
•
|
U.S. Patent Publication No. 2016/0267081 – STORY CAPTURE SYSTEM
|
|
•
|
PCT Publication No. WO 2016/145408 – STORY CAPTURE SYSTEM
|
|
•
|
U.S. Application (Unpublished) - THERAPEUTIC USES OF DIGITAL STORY CAPTURE SYSTEMS
|
Operations
Substantially all of Dthera’s communications,
network and the computer hardware used to operate our websites are co-located in a third-party facility. In addition, we use a
combination of third-party, Internet-based or cloud computing services and off-site backup services in connection with our business
operations and our disaster recovery systems. We have designed our websites to be highly available, secure and cost-effective using
a variety of proprietary software, third-party services and freely available and commercially supported tools. We can scale to
accommodate increasing numbers of registered users by adding relatively inexpensive industry-standard software. We use encryption
technologies and certificates for secure transmission of personal information between users and our websites.
Competition
Although Digital Therapeutics is a relatively
new space, Dthera faces indirect competition from companies in the mobile health, photo archiving, photo/audio interconnectivity,
social networking and cloud storage sectors. Many of these companies are considerably larger, have greater resources and a longer
operating history than does EveryStory. Management believes, however, that this is indirect competition because, to the best of
management’s knowledge, there is not a competitor product that has the storytelling capability of the EveryStory platform.
Management expects that competition in the sector will grow and become more intense through industry consolidation as well as the
emergence of new participants in EveryStory’s market. EveryStory intends to compete on the basis of ease of use, technology,
brand recognition, quality of products and service and support. Our competitive strategy may be significantly affected in the future
by many external factors. Among them are marketing costs, technology and our current and future competitors’ pricing and
marketing strategies.
As we build and develop the digital therapeutics
applications of the Platform, we will continue to review and disclose information relating to competition in the digital therapeutic
markets.
Recent Developments
Reverse Stock Split; Conversion of Outstanding
Knowledge Machine Series A Preferred Stock
On November 2, 2016, a reverse stock split
(the “Reverse Split”) of the Company’s common stock took effect. The ratio of the Reverse Split was 1:5.109375,
meaning one new share for each 5.109375 old shares of the Company’s common stock. In lieu of issuing fractional shares, the
Company’s transfer agent was instructed to round up to the nearest whole share.
Immediately following the effectiveness of
the A&R Agreement, the Company’s 47,500 outstanding shares of Series A Preferred Stock were converted, pursuant to their
terms, into 8,000,000 shares of post-reverse split common stock. Additionally, through the application of the reverse split, the
40,875,000 shares of common stock held by the legacy shareholders of Knowledge Machine following the closing of the EveryStory
Transaction and immediately prior to the reverse split became 8,000,000 shares of common stock. Accordingly, the legacy shareholders
of Knowledge Machine International, including the holders of the shares of Series A Preferred Stock, owned an aggregate of 16,000,000
shares of the Company’s common stock. The shares of the Company’s common stock held by the former EveryStory Shareholders
went from 77,377,713 to 15,477,604 shares by virtue of the reverse split, with additional shares of the Company’s common
stock issued to the holders of EveryStory convertible instruments, including convertible notes and other derivative securities.
Following the reverse split, the Company had
35,866,601 shares of common stock outstanding.
The Reverse Split was approved by the Board
of Directors and the shareholders of the Company prior to the closing of the EveryStory Transaction, which approval was included
in the closing conditions to the EveryStory Transaction.
Name Change; Ticker Symbol Change
In connection with the closing of the EveryStory
Transaction and the divestiture of the prior business and operations of the Company, as well as the new focus of the Company on
the digital therapeutics and reminiscence therapy focus of the Company, the Board of Directors and the majority shareholders of
the Company immediately following the closing of the EveryStory Transaction approved an amendment to the Company’s Articles
of Incorporation to change the name of the Company (the “Name Change”) from Knowledge Machine International, Inc.,
to
Dthera Sciences
. The Name Change took effect at the same time as the reverse split on November 2, 2016.
In connection with the name change, and to
help current shareholders and new investors better understand the business of the Company, the Company requested that a new ticker
symbol be assigned to the Company. The Company was assigned “
DTHR
” as the new ticker symbol.
New Website
Additionally, the Company launched a new website,
www.dthera.com, to provide information about the Company, its business and operations, and additional information about digital
therapeutics and reminiscence therapy. The link provided is for informational purposes only, and no information contained on the
Company’s website should be deemed to be part of this or any filing of the Company.
Change in Auditors
On November 8, 2016, the Company notified Pritchett
Siler & Hardy, P.C. (“PSH”), an independent registered public accounting firm, that effective as of November 8,
2016, the Company had decided to dismiss PSH as the Company’s independent registered public accounting firm. The decision
to dismiss PSH was made and approved by the Company’s Board of Directors.
The audit reports of PSH on the Company's financial
statements for the fiscal years ended June 30, 2016 and 2015, did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to audit scope, or accounting principles, except that the PSH reports for these fiscal years
ended contained a going concern uncertainty. This uncertainty expressed substantial doubt about the Company's ability to continue
as a going concern based on working capital deficits and the lack of profitable operations.
During the two most recent fiscal years and
through November 8, 2016, the Company had no disagreements with PSH on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to their satisfaction, would have caused
PSH to make reference to the subject matter of the disagreement in connection with its reports. In addition, during that time there
were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
Effective as of November 8, 2016, the Company
engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as its new independent registered public accounting firm.
The decision to engage Sadler Gibb was made and approved by the Company's Board of Directors. The headquarters office of Sadler
Gibb is located in Salt Lake City, Utah, and Sadler Gibb is registered with the Public Company Accounting Oversight Board.
During the two most recent fiscal years and
through November 8, 2016, the Company has not consulted with Sadler Gibb regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's
financial statements or (ii) any matter that was either subject of a disagreement (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K) or a reportable event (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
Change in Fiscal Year End
On November 12, 2016, the Company’s Board
of Directors approved a change in fiscal year-end of the Company from a June 30 year-end to a calendar year-end of December 31.
The Board of Directors’ decision to change the fiscal year-end is intended to assist the financial community in its analysis
of the business and in comparing Dthera’s financial results to others in the industry, and to synchronize the Company's fiscal
reporting period with the Securities and Exchange Commission's required year-end reserve reporting period of December 31.
Additionally, the Company’s principal
operating subsidiary, EveryStory, Inc., has a December 31 year end, and because the Company’s principal operations are focused
on the implementation of the EveryStory Platform, and because EveryStory’s financial statements are prepared on a calendar
year end basis, the Board of Directors determined it to be in the best interests of the Company to not have to re-audit the EveryStory
financial statements to reflect a June 30 year end. As such, the Board of Directors approved the change.
Closing of Private Offering
On April 10, 2017, the Company closed a private
placement offering (the “Private Offering”) in which the Company raised gross proceeds of approximately $1,233,900
The Company sold an aggregate of 7,119,500 shares of its common stock in the Private Offering. The Company’s management
intends to use the proceeds to repay certain convertible debt instruments and to use the proceeds for general corporate purposes
and working capital.
Results of Clinical Trial
On April 10, 2017, the Company announced the
conclusion of a clinical study conducted at University of California San Diego School of Medicine, which demonstrated positive
results of its product, ReminX on patients with Alzheimer's disease and Dementia. The study was conducted by J. Vincent Filoteo,
PhD, Professor of Psychiatry and Neuropsychology Section Chief in the Department of Psychiatry at UC San Diego School of Medicine.
In the study, subjects were shown personalized
video slideshow stories, which were created by the Platform itself, displaying moments from various points in their life along
with narration provided by family members.
The underlying science behind the product is
called “Reminiscence Therapy” (“RT”), which is a well-known and well-understood cognitive behavioral therapy,
primarily used with the elderly, to both reduce anxiety and increase the quality of life in patients with dementia or those experiencing
isolation. RT is usually provided either in a one-on-one setting or in groups. One of the key limitations to RT in the past was
that it is very labor intensive, typically involving a family member or caregiver sitting with the patient manually going through
the stories, therefore rendering it not easily scalable.
The Platform enables an immediate implementation
of the core features of RT that can be provided to patients at any time. Dthera’s Platform allows for the key elements of
the therapy to be delivered through a Digital Therapeutic software. Driven by a proprietary artificial intelligence engine, Dthera's
software helps families populate stories so that patients in long term care facilities have constant access to personalized Reminiscence
Therapy.
Dr. Filoteo stated: “The results of this
proof-of-concept study are very promising and have the potential to help herald a new way to deliver a form of relief to patients
suffering with dementia and related anxiety or depression. Our results indicate that the use of this software led to an immediate
and significant decrease in anxiety and depression in our patients, which was also observed by their caregivers. These significant
results, which were larger in magnitude than expected, form the basis to further investigate the neuropsychiatric mechanisms that
underlie improved mood through the use of this software technology.”
Dthera’s management believes that digital
therapeutics – the use of software to create a medical effect in patients – is an exciting new frontier for medicine,
and that this clinical study supports that the ReminX Platform can be used to scale out otherwise labor-intensive medical practices.
Employees
As of the date of the Report, the Company had
one full-time employee, our Chief Executive Officer, and no part-time employees. Other than the CEO, all others working with the
Company are consultants, working with the Company under consulting agreements. Management believes that our relationship with these
consultants is good.
ITEM 1A. RISK FACTORS.
An investment in our Company involves significant
risks, including the risks described below. You should consult with your own financial and legal advisors and carefully consider
the material risks described below, together with all of the other information in this Annual Report on Form 10-K. If any of the
following risks actually occur, our business, financial condition and results of operations could suffer, and the trading price
of our common stock could decline.
Risks Related to Our Company and Its Business
We have a limited operating history and
limited historical financial information upon which you may evaluate our performance.
You should consider, among other factors, our
prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages
of development. We may not successfully address the usual and ordinary risks and uncertainties associated with being an early stage
company or successfully implement our existing and new products and services. If we fail to do so, it could materially harm our
business. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future.
Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products
and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development,
and inadequate sales and marketing. Our failure to meet any of these conditions would have a material adverse effect upon us and
may force us to reduce or curtail our operations. No assurance can be given that we will operate profitably. Even though we are
being managed by individuals with significant industry experience, our limited operating history makes it difficult to predict
the long-term success of our business model.
We depend on key personnel.
For the foreseeable future, our success will
depend largely on management’s industry knowledge, marketing skills and relationships with key investors, customer bases,
and industry leaders. Many key contributors working with the Company are outside consultants providing services to the Company
in their areas of expertise. Should any of these individuals leave Dthera or cease to provide consulting services, such departures
may have a material adverse effect on our future results of operations.
We will indemnify Management and the
members of the Board of Directors.
These key decision-makers will be entitled
to indemnification from Dthera except in certain circumstances, as more fully set forth in our Articles of Incorporation and Bylaws,
each as amended or amended and restated.
If we fail to effectively manage growth,
our business, brand and reputation, results of operations, and financial condition may be adversely affected.
We may experience a rapid growth in operations,
which may place significant demands on our management team and our operational and financial infrastructure. As we continue to
grow, we must effectively identify, integrate, develop and motivate new employees, and maintain the beneficial aspects of our corporate
culture. To attract top talent, we believe we will have to offer attractive compensation packages. The risks of over-hiring or
over-compensating and the challenges of integrating a rapidly growing employee base may impact profitability. Additionally, if
we do not effectively manage our growth, the quality of our services could suffer, which could adversely affect our business, brand
and reputation, results of operations and financial condition. If operational, technology and infrastructure improvements are not
implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures
to address these issues. To effectively manage our growth, we will need to continue to improve our operational, financial and management
controls and our reporting systems and procedures. This will require that we refine our information technology systems to maintain
effective online services and enhance information and communication systems to ensure that our employees effectively communicate
with each other and our growing base of customers. These system enhancements and improvements will require significant incremental
and ongoing capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements
and maintenance programs effectively, our ability to manage our expected growth and comply with the rules and regulations that
are applicable to publicly reporting companies will be impaired and we may incur additional expenses.
As we enter the digital health and therapy
market, our business may be subject to government regulation, and will be impacted by economic and business conditions, which may
have a negative impact on our ability to develop and implement our business strategy, and our ability to continue operations.
The digital healthcare business may be impacted
by economic volatility, consumer spending patterns and market share gains of competitors’ branded products. Additionally,
the digital healthcare market is largely new and untested; the uptake of products may not meet uptake projections as there is little
to no prior data. Although digital healthcare products exist, they are mostly focused on helping or focusing on aspects such as
diet, smoking cessation, and medication management. The categorization of our Platform as a participant in the digital healthcare
space will require successful research studies. In addition, the US Health Industry is highly regulated and subject to frequent
and substantial changes. The impacts of these regulations and the general market conditions could have a negative impact on our
business and operations.
If our efforts
to retain and attract subscribers are not successful, our revenues may be materially affected.
We intend to generate
substantially all of our revenues from subscriptions to our services. We must continue to retain existing and attract new subscribers,
which we seek to do in part by investing in our product platform and new services and technologies. If our efforts to satisfy our
existing subscribers are not successful, we may not be able to retain them, and, as a result, our revenues would be adversely affected.
For example, if consumers do not perceive our services to be reliable, valuable and of high quality, if we fail to regularly introduce
new and improved services and more content, or if we introduce new services that are not favorably received by the market, we may
not be able to retain existing or attract new subscribers. We rely on our marketing and advertising efforts to attract new subscribers.
If we are unable to effectively retain existing subscribers and attract new subscribers, our business, financial condition and
results of operations would be materially adversely affected.
If we experience
excessive rates of subscriber cancellation, our revenues and business may be harmed.
We must continually
add new subscribers both to replace subscribers who choose to cancel their subscriptions and to grow our business beyond our current
subscriber base. Subscribers may choose to cancel their subscriptions for many reasons, including a desire to reduce discretionary
spending, a perception that they do not have sufficient time to use the service or otherwise do not use the service sufficiently,
the service is a poor value, competitive services provide a better value or experience or subscriber service issues are not satisfactorily
resolved. Subscribers may choose to cancel their subscriptions at any time prior to the renewal date. We may also experience fluctuations
in cancellations as we pursue new subscribers through new marketing channels or if we have a large number of subscriptions come
up for renewal in the same period.
If our subscriber
cancellations increase, we would be required to increase the rate at which we add new subscribers in order to maintain and grow
our revenues. If excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing
and advertising expenses than we currently anticipate to replace these subscribers with new subscribers. If we are unable to attract
new subscribers in numbers greater than the impact of our cancellations, our subscriber base will decrease and our business, financial
condition and results of operations may be materially adversely affected.
Our business depends substantially on
customers renewing their subscriptions with us and expanding their use of our services. Any decline in our customer renewals or
failure to convince our customers to broaden their use of our services would harm our future operating results.
In order for us to maintain or improve our
operating results, it is important that our customers renew their subscriptions with us when the existing subscription term expires.
Our customers have no obligation to renew their subscriptions upon expiration, and we cannot assure you that customers will renew
subscriptions at the same or higher level of service, if at all.
Our retention rate may
decline or fluctuate as a result of a number of factors, including our customers’ satisfaction or dissatisfaction with our
services, the effectiveness of our customer support services, our pricing, the prices of competing products or services, the effects
of global economic conditions or reductions in our customers’ spending levels. If our customers do not renew their subscriptions
or renew on less favorable terms, our revenue may decline, and we may not realize improved operating results from our customer
base.
A change in
our mix of subscription durations could have a significant impact on our revenues, net subscribers and revenue visibility.
We intend periodically
to evaluate and test the types of subscriptions that we offer. Based on the results of any product or price testing conducted,
we may change the types of subscriptions we offer or we may price and market different types of subscriptions. If a higher percentage
of our subscribers choose a shorter subscription duration, we would likely experience higher cancellation volumes, which may result
in decreased immediate and long-term revenues. In the future, we may continue to perform product and price tests involving our
prospective users, the results of which could affect our number or mix of subscribers and may have a material adverse impact on
our results of operations, and key operating metrics.
We cannot accurately predict new subscription
rates and the impact these rates may have on our future revenue and operating results.
In order for us to improve our operating results
and continue to grow our business, it is important that we continue to attract new customers. To the extent we are successful in
increasing our customer base, we could incur increased losses because costs associated with new customers are generally incurred
up front, while revenue is recognized ratably over the term of our subscription services. Alternatively, to the extent we are unsuccessful
in increasing our customer base, we could also incur increased losses as costs associated with marketing programs and new products
intended to attract new customers would not be offset by incremental revenue and cash flow. All of these factors can negatively
impact our future revenue and operating results.
If our marketing
and advertising efforts fail to generate additional revenues on a cost-effective basis, or if we are unable to manage our marketing
and advertising expenses, it could materially harm our results of operations and growth.
Our future growth
and profitability, as well as the maintenance and enhancement of our brands, will depend in large part on the effectiveness and
efficiency of our marketing and advertising expenditures. We intend to use a diverse mix of marketing and advertising programs
to promote our products and services, and we plan periodically to adjust our mix of these programs. Significant increases in the
pricing of one or more of our marketing and advertising channels could increase our marketing and advertising expense or cause
us to choose less effective marketing and advertising channels. Further, we may over time become disproportionately reliant on
one channel or partner, which could increase our operating expenses. Because we recognize revenues ratably over the subscription
period, we have incurred and may in the future incur marketing and advertising expenses significantly in advance of the time we
anticipate recognizing revenues associated with such expenses, and our marketing and advertising
expenditures
may not continue to result in increased revenues or generate sufficient levels of brand awareness. If we are unable to maintain
our marketing and advertising channels on cost-effective terms or replace existing marketing and advertising channels with similarly
effective channels, our marketing and advertising expenses could increase substantially, our subscriber levels could be affected
adversely, and our business, financial condition and results of operations may suffer. In addition, our expanded marketing efforts
may increase our subscriber acquisition cost, as additional expenses may not result in sufficient customer growth to offset cost,
which would have an adverse effect on our business, financial condition and results of operations.
Any significant
disruption in service on our Web site or in our computer systems, which are currently hosted primarily by a single third-party,
could damage our reputation and result in a loss of subscribers, which would harm our business and operating results.
Subscribers access
our service through our Web site and through mobile device apps. Our brand, reputation and ability to attract, retain and serve
our subscribers depend upon the reliable performance of our Web site, network infrastructure, content delivery processes and payment
systems. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins,
could affect the security or availability of our Web site and prevent our subscribers from accessing our data and using our products
and services. Problems with the reliability or security of our systems may harm our reputation and require disclosure to our lenders,
and the cost of remedying these problems could negatively affect our business, financial condition and results of operations.
Substantially all
of our communications, network and computer hardware used to operate our Web site are located in facilities owned and operated
by a third party. We do not own or control the operation of these facilities. Our systems and operations are vulnerable to damage
or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical
break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the foregoing events could result in damage
to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient
to compensate us for losses that may occur. Our systems are not completely redundant, so a failure of our system at our primary
site could result in reduced functionality for our customers, and a total failure of our systems at both sites could cause our
Web site to be inaccessible by our customers. Problems faced by our third-party Web hosting provider, with the telecommunications
network providers with whom it contracts or with the systems by which it allocates capacity among its customers, including us,
could adversely affect the experience of our subscribers. Our third-party Web hosting provider could decide to close its facilities
without adequate notice. In addition, any financial difficulties, such as bankruptcy reorganization, faced by our third-party Web
hosting provider or any of the service providers with whom it contracts may have negative effects on our business, the nature and
extent of which are difficult to predict. Additionally, if our third-party Web hosting provider is unable to keep up with our growing
needs for capacity, this could have a material adverse effect on our business. Any errors, defects, disruptions or other performance
problems with our services could harm our reputation and have an adverse effect on our business, financial condition and results
of operations.
Our possession
and use of personal information present risks and expenses that could harm our business. Unauthorized disclosure or use of such
data, whether through breach of our network security or otherwise, could expose us to significant liability and damage our reputation.
Maintaining the security
of our information technology and network systems infrastructure is of critical importance because we handle confidential subscriber,
registered user, employee and other sensitive data, such as names, addresses, credit card numbers and other personal information.
In addition, our online systems include the content that our registered users upload onto our Web sites, such as family records
and photos. This content is often personally meaningful, and our registered users may rely on our online system to store digital
copies of such content. If we were to lose such content, if our users’ private content were to become publicly available
or if third parties were able to gain unauthorized access to such content, we may face liability and harm to our brand and reputation.
We anticipate that
most of our subscribers will use credit and debit cards to purchase our products and services. If we or our processing vendors
were to have problems with our billing software, it could have an adverse effect on our subscriber satisfaction and could cause
one or more of the major credit card companies to disallow our continued use of their payment services. In addition, if our billing
software fails to work properly and, as a result, we do not charge our subscribers’ credit cards on a timely basis or at
all, our business, financial condition, cash flows and results of operations could be materially affected.
We and our vendors
use commercially available encryption technology to transmit personal information when taking orders. We use security and business
controls to limit access and use of personal information, including registered users’ uploaded content. However, third parties
may be able to circumvent these security and business measures including by developing and deploying viruses, worms and other malicious
software programs that are designed to attack or attempt to infiltrate our systems and networks. In addition, employee error, malfeasance
or other errors in the storage, use or transmission of personal information could result in a breach of registered user or employee
privacy.
Additionally, we may
not be able to prevent security breaches involving customer transaction data. If we experience a security breach or other lapse
in the handling of confidential information of this kind, the incident could give rise to risks including data loss, litigation
and liability, and could harm our reputation or disrupt our operations, any of which could materially adversely affect our business.
In addition, various states and countries have differing laws regarding protection of customer privacy and confidential information,
including notification requirements in the event of certain breaches or losses of information. Efforts to comply with these laws
and regulations increase our costs of doing business and failure to achieve compliance could result in substantial liability to
our business and harm our reputation. In the event of a security breach or loss of confidential information, we could be subject
to fines, penalties, damages and other remedies under applicable laws, any of which could have a material adverse impact on our
reputation, business, operating results and financial condition.
If third parties improperly
obtain and use the personal information of our registered users or employees, we may be required to expend significant resources
in efforts to address these problems. A major breach of our network security and systems could have serious negative consequences
for our businesses, including possible fines, penalties and damages, reduced demand for our products and services, an unwillingness
of subscribers to provide us with their credit card or payment information, an unwillingness of registered users to upload family
records or photos onto our Web sites, harm to our reputation and brand and loss of our ability to accept and process subscriber
credit card orders. Similarly, if a well-publicized breach of data security at any other major consumer Web site were to occur,
there could be a general public loss of confidence in the use of the Internet for commercial transactions. Any of these events
could have material adverse effects on our business, financial condition and results of operations. In addition, we may have inadequate
insurance coverage to compensate for any related losses.
We do not expect to be profitable for
the foreseeable future.
We will have losses and
accumulated deficit as a result of the substantial investments we will make to acquire new customers and develop our services.
We intend to continue scaling our business to increase our number of users and to meet the increasingly complex needs of our customers.
We expect to invest and to continue to invest, in our sales and marketing organizations to sell our services around the world and
in our development organization to deliver additional features and capabilities of our cloud services to address our customers’
evolving needs. We also expect to continue to make significant investments in our datacenter infrastructure and in our professional
service organization as we focus on customer success. As a result of our continuing investments to scale our business in each of
these areas, we do not expect to be profitable for the foreseeable future. Furthermore, to the extent we are successful in increasing
our customer base, we will also incur increased losses due to upfront costs associated with acquiring new customers, particularly
as a result of the limited free trial version of our service, and the nature of subscription revenue which is generally recognized
ratably over the term of the subscription period. We cannot assure you that we will achieve profitability in the future or that,
if we do become profitable, we will sustain profitability.
If we are not able to provide successful
enhancements, new features and modifications to our services, our business could be adversely affected.
Our industry is marked by rapid technological
developments and new and enhanced applications and services. If we are unable to provide enhancements and new features for our
existing services or new services that achieve market acceptance or that keep pace with rapid technological developments, our business
could be adversely affected. The success of enhancements, new features and services depends on several factors, including the timely
completion, introduction and market acceptance of such enhancements, features or services. Failure in this regard may significantly
impair our revenue growth. In addition, because our services are designed to operate on a variety of systems, we will need to continuously
modify and enhance our services to keep pace with changes in internet-related hardware, mobile operating systems such as iOS and
Android, and other software, communication, browser and database technologies. We may not be successful in either developing these
modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, modifications to existing platforms
or technologies will increase our research and development expenses. Any failure of our services to operate effectively with future
network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction and adversely affect
our business.
Our platform must integrate with a variety
of operating systems and software applications that are developed by others, and if we are unable to ensure that our solutions
interoperate with such systems and applications, our service may become less competitive, and our operating results may be harmed.
We offer our services across
a variety of operating systems and through the internet. We are dependent on the interoperability of our platform with third-party
mobile devices, desktop and mobile operating systems, as well as web browsers that we do not control. Any changes in such systems,
devices or web browsers that degrade the functionality of our services or give preferential treatment to competitive services could
adversely affect usage of our services. In order to deliver high quality services, it is important that they work well with a range
of operating systems, networks, devices, web browsers and standards that we do not control. In addition, because a substantial
number of our users access our services through mobile devices, we are particularly dependent on the interoperability of our services
with mobile devices and operating systems. We may not be successful in developing relationships with key participants in the mobile
industry or in developing services that operate effectively with these operating systems, networks, devices, web browsers and standards.
In the event that it is difficult for our users to access and use our services, our user growth may be harmed, and our business
and operating results could be adversely affected.
Our business depends on continued and
unimpeded access to the Internet by us and our members on personal computers and mobile devices. If government regulations relating
to the Internet or other areas of our business change, if Internet access providers are able to block, degrade, or charge for access
to certain of our products and services, or if third parties disrupt access to the Internet, we could incur additional expenses
and the loss of members and customers.
Our products and services depend on the ability
of our members and customers to access the Internet through their personal computers and mobile devices. Currently, this access
is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent
telephone companies, cable companies, mobile communications companies, and government-owned service providers, any of whom could
take actions that degrade, disrupt, or increase the cost of user access to our products or solutions, which would, in turn, negatively
impact our business. In addition, Internet access could be disrupted by other third parties. Further, the adoption of any laws
or regulations that adversely affect the growth, popularity or use of the Internet, including laws limiting Internet neutrality,
could decrease the demand for our subscription service or the usage of our services and increase our cost of doing business.
One of our marketing strategies is to
offer a limited free version of our service, and we may not be able to realize the benefits of this strategy.
We offer a limited version of our service to
users free of charge in order to promote additional usage, brand and product awareness, and adoption. Some users never convert
from a free version to a paid version of our service. Our marketing strategy also depends in part on persuading users who use the
free version of our service to convince others to purchase and use our service. To the extent that these users do not become, or
lead others to become, paying customers, we will not realize the intended benefits of this marketing strategy, and our ability
to grow our business and revenue may be harmed.
Any failure to protect our intellectual
property rights could impair our ability to protect our proprietary technology and our brand.
Our success and ability to compete depend in
part on our intellectual property. As of January 30, 2017, Dthera had one patent issued in the U.S,; one patent pending application
in the U.S.; one international patent filed; and an unpublished patent application, all relating to the Company’s core technology
of reminiscence therapy technologies. As Dthera continues to develop its intellectual property, it will file additional patent
applications as appropriate. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality
or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However,
the steps we take to protect our intellectual property rights may be inadequate. Our pending applications may not result in the
issuance of patents. If we file patent applications outside the U.S., we may have to expend significant resources to obtain additional
patents as we expand our international operations.
In order to protect our intellectual property
rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and
enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the
impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights
may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property
rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.
Our failure to secure, protect and enforce our intellectual property rights could materially adversely affect our brand and adversely
impact our business.
We rely on third parties for certain
financial and operational services essential to our ability to manage our business. A failure or disruption in these services could
materially and adversely affect our ability to manage our business effectively.
We rely on third parties for certain essential
financial and operational services. Traditionally, the vast majority of these services have been provided by large enterprise software
vendors who license their software to customers. However, we receive many of these services on a subscription basis from various
software-as-a-service companies that are smaller and have shorter operating histories than traditional software vendors. Moreover,
these vendors provide their services to us via a cloud-based model instead of software that is installed on our premises. As a
result, we depend upon these vendors providing us with services that are always available and are free of errors or defects that
could cause disruptions in our business processes, which would adversely affect our ability to operate and manage our operations.
We focus on product innovation and user
engagement rather than short-term operating results.
We focus on developing and launching new and
innovative products and features, as well as on improving the user experience for our services. We also focus on growing the number
of Dthera users and paying organizations through indirect channel sales and through word-of-mouth by individual users, some of
whom use our services at no cost. We prioritize innovation and the experience for users on our platform, as well as the growth
of our user base, over short-term operating results. We make product and service decisions that may reduce our short-term operating
results if we believe that the decisions are consistent with our goals to improve the user experience and to develop innovative
features that we feel our users desire. These decisions may not be consistent with the short-term expectations of investors and
may not produce the long-term benefits that we expect.
We plan to provide service level commitments
under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits or
refunds for prepaid amounts related to unused subscription services or face subscription terminations, which could adversely affect
our revenue. Furthermore, any failure in our delivery of high-quality customer support services may adversely affect our relationships
with our customers and our financial results.
We anticipate that our subscription agreements
with customers will provide certain service level commitments. If we are unable to meet these stated service level commitments
or suffer periods of downtime that exceed the periods allowed under our customer agreements, we may be obligated to provide these
customers with service credits which could significantly impact our revenue in the period in which the downtime occurs and the
credits could be due. We could also face subscription terminations, which could significantly impact both our current and future
revenue. Any extended service outages could also adversely affect our reputation, which would also impact our future revenue and
operating results.
Our customers depend on our customer success
organization to resolve technical issues relating to our services. We may be unable to respond quickly enough to accommodate short-term
increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue,
could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the ease
of use of our services, on our reputation and on positive recommendations from our existing customers. Any failure to maintain
high-quality customer support, or a market perception that we do not maintain high-quality support, could adversely affect our
reputation and our ability to sell our services to existing and prospective customers.
Our services contain open source software,
whose licenses may pose particular risks to our proprietary software, products, and services in a manner that could have a negative
impact on our business.
We use open source software in our services
and will use open source software in the future. Additionally, we may from time to time face claims from third parties claiming
ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which
could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These
claims could result in litigation and could require us to make our software source code freely available, purchase a costly license
or cease offering the implicated services unless and until we can re-engineer them to avoid infringement. This re-engineering process
could require significant additional research and development resources, and we may not be able to complete it successfully. In
addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party
commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Additionally,
because any software source code we contribute to open source projects is publicly available, our ability to protect our intellectual
property rights with respect to such software source code may be limited or lost entirely, and we are unable to prevent our competitors
or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and,
if not addressed, could have a negative effect on our business, financial condition and operating results.
Future acquisitions and investments could
disrupt our business and harm our financial condition and operating results.
Our success will depend, in part, on our ability
to expand our services and grow our business in response to changing technologies, customer demands, and competitive pressures.
In some circumstances, we may choose to do so through the acquisition of complementary businesses and technologies rather than
through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly,
and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:
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diversion of management time and focus from operating the business to addressing acquisition integration challenges; coordination of research and development and sales and marketing functions;
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retention of key employees from the acquired company;
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cultural challenges associated with integrating employees from the acquired company into our organization;
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integration of the acquired company’s accounting, management information, human resources and other administrative systems;
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the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;
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liabilities for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;
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unanticipated write-offs or charges; and
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litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.
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Our failure to address these risks or other
problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated
benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future
acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities,
amortization expenses, incremental operating expenses or the write-off of goodwill, any of which could harm our financial condition
or operating results.
Unfavorable general economic conditions
in the United States or in other major markets could negatively impact our financial performance.
Unfavorable general economic conditions, such
as a recession or economic slowdown in the United States or in other major markets, could negatively affect the affordability of,
and consumer demand for our services. Under difficult economic conditions, consumers may seek to reduce discretionary spending
by forgoing purchases of our services or by shifting away from our platform to lower-priced products or services offered by other
companies. Softer consumer demand for our services in the United States or in other major markets could reduce our profitability
and could negatively affect our financial performance.
Many individuals use mobile devices to
access online services. If users of these devices do not widely adopt the proprietary platform we develop for these devices or
if we are unable to effectively operate on mobile devices, our business could be adversely affected.
The number of people who access online services
through mobile devices, such as smart phones, handheld tablets and mobile telephones, as opposed to personal computers, has increased
dramatically in the past few years and is projected to continue to increase. If the mobile solutions we have developed do not meet
the needs of prospective and current customers, they may not sign up or reduce their usage of our platform and our business could
suffer. Additionally, we are dependent on the interoperability of our proprietary platform with popular mobile operating systems
that we do not control, such as Android and iOS, and any changes in such systems and terms of service that degrade our solutions’
functionality, or give preferential treatment to competitive products, could adversely affect traffic and monetization on mobile
devices. We may not be successful in maintaining and developing relationships with key participants in the mobile industry
or in developing products that operate effectively with these technologies, systems, networks, or standards. Each manufacturer
or distributor may establish unique technical standards for its devices, and our products and services may not work or be viewable
on these devices as a result. Some manufacturers may also elect not to include our products on their devices. As new devices
and new platforms are continually being released, it is difficult to predict the challenges we may encounter in developing versions
of our solutions for use on these alternative devices, and we are devoting significant resources to the support and maintenance
of such devices.
Our solutions and internal systems rely
on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.
Our solutions and internal systems rely on
software that is highly technical and complex. In addition, our solutions and internal systems depend on the ability of our software
to store, retrieve, process, and manage immense amounts of data. Our software has contained, and may now or in the future contain,
undetected errors, bugs, or vulnerabilities. Some errors in our software may only be discovered after the code has been released
for external or internal use. Errors or other design defects within our software may result in a negative experience for members
or customers, delay product introductions or enhancements, or result in measurement or other errors. Any errors, bugs, or defects
discovered in our software could result in damage to our reputation, loss of members, loss of revenue, or liability for damages,
any of which could adversely affect our business and financial results.
We face competition in the market from
social networking sites and Internet search companies, among others, as well as continued competition for customers.
We face significant competition in all aspects
of our business, and we expect such competition to increase, particularly in the market for online professional networks and engagement
of professionals.
Our industry is evolving rapidly and is becoming
increasingly competitive. Larger and more established companies may focus on our market and could directly compete with us. Smaller
companies, including application developers, could also launch new products and services that compete with us and that could gain
market acceptance quickly. We may also face competition if we shift our focus of development to new or different products or separate
areas of our business.
Anti-takeover provisions in our charter
documents and under Nevada law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or
remove our current management and limit any eventual market price of our common stock.
Provisions in our amended and restated articles
of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in
our management. Our articles of incorporation and bylaws include provisions that:
|
·
|
authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;
|
|
·
|
specify that special meetings of our stockholders can be called only by the President, Vice President, or a majority of the board of directors, and shall be called at the request of stockholders holding a majority of the capital stock of Dthera; and
|
|
·
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.
|
These provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace
members of our board of directors, which is responsible for appointing the members of our management. In addition, institutional
shareholder representative groups, shareholder activists and others may disagree with our corporate governance provisions or other
practices, including our dual class structure and the other anti-takeover provisions, such as those listed above. We generally
will consider recommendations of institutional shareholder representative groups, but we will make decisions based on what our
board and management believe to be in the best long term interests of our company and stockholders. Our dual class structure concentrates
the voting power of our stock in a small group of stockholders who would have the ability to control the outcome of a stockholder
vote. Additionally, these groups could make recommendations to our stockholders against our practices or our board members if they
disagree with our positions.
The forward looking statements contained
in this Report may prove incorrect.
This Report contains certain forward-looking
statements. These forward-looking statements are based largely on our current expectations and are subject to a number of risks
and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks
described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking
statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact
trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business
strategy or an inability to execute our strategy due to unanticipated changes in our industry; and (iv) various competitive factors
that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are
described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events
predicted in forward-looking statements contained in this Report will, in fact, transpire. Any negative change in the factors listed
above could adversely affect the financial condition and operating results of Dthera and its products.
Risks Relating to Ownership of Our Common
Stock
We have not paid, and do not intend to
pay, dividends on our common stock and therefore, unless our common stock appreciates in value, our investors may not benefit from
holding our common stock.
We have not paid any cash dividends on our
common stock since inception. We do not anticipate paying any cash dividends our common stock in the foreseeable future. As a result,
investors in our common stock will not be able to benefit from owning our common stock unless the market price of our common stock
becomes greater than the price paid for the stock by investors.
The public trading market for our common
stock is volatile and may result in higher spreads in stock prices, which may limit the ability of our investors to sell their
shares at a profit, if at all.
Our common stock trades in the over-the-counter
market and is quoted on the OTC Pink Sheets, with little trading volume or activity. The over-the-counter market for securities
has historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations may
adversely affect the market price of our common stock and result in substantial losses to our investors. In addition, the spreads
on stock traded through the over-the-counter market are generally unregulated and higher than on stock exchanges, which means that
the difference between the price at which shares could be purchased by investors in the over-the-counter market compared to the
price at which they could be subsequently sold would be greater than on these exchanges. Significant spreads between the bid and
asked prices of the stock could continue during any period in which a sufficient volume of trading is unavailable or if the stock
is quoted by an insignificant number of market makers. Historically, our trading volume has been insufficient to significantly
reduce this spread and we have had a limited number of market makers sufficient to affect this spread. These higher spreads could
adversely affect investors who purchase the shares at the higher price at which the shares are sold, but subsequently sell the
shares at the lower bid prices quoted by the brokers. Unless the bid price for the stock exceeds the price paid for the shares
by the investor, plus brokerage commissions or charges, the investor could lose money on the sale. For higher spreads such as those
on over-the-counter stocks, this is likely a much greater percentage of the price of the stock than for exchange listed stocks.
There is no assurance that at the time an investor in our common stock wishes to sell the shares, the bid price will have sufficiently
increased to create a profit on the sale.
We do not know whether a market for our
common stock will be sustained or what the market price of our common stock will be and as a result it may be difficult for investors
to sell their shares of our common stock.
Although our common stock is eligible for quotation
on the OTC Pink, an active trading market for our shares has not commenced and may not be sustainable. It may be difficult for
investors to sell their shares without depressing the market price for the shares or at all. As a result of these and other factors,
investors may not be able to sell their shares at or above the offering price or at all. Further, an inactive market may also impair
our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships
or acquire companies or products by using our shares of common stock as consideration. If an active market for our common stock
does not develop or is not sustained, it may be difficult to sell your common stock.
Our Board can, without stockholder approval,
cause preferred stock to be issued on terms that adversely affect common stockholders or which could be used to resist a potential
take-over of the Company.
Under our Articles of Incorporation, our Board
is authorized to issue up to 1,000,000 shares of preferred stock, none of which were issued and outstanding as of the date of this
Report. (The Company had previously designated 150,000 shares of Series A Preferred Stock, but all had been converted into shares
of the Company’s common stock as of the date of this Report.) Also, our Board, without stockholder approval, may determine
the price, rights, preferences, privileges and restrictions, including voting rights, of those shares. If the Board causes shares
of preferred stock to be issued, the rights of the holders of our common stock could be adversely affected. The Board’s ability
to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority
of our outstanding voting stock. Preferred shares issued by the Board could include voting rights, or even super voting rights,
which could shift the ability to control the Company to the holders of the preferred stock. Preferred shares could also have conversion
rights into shares of common stock at a discount to the market price of the common stock which could negatively affect the market
for our common stock. In addition, preferred shares would have preference in the event of liquidation of the corporation, which
means that the holders of preferred shares would be entitled to receive the net assets of the corporation distributed in liquidation
before the common stock holders receive any distribution of the liquidated assets. We have no current plans to issue any shares
of preferred stock.
The market price of our common stock
may fluctuate significantly, which could result in substantial losses by our investors.
The market price of our common stock may fluctuate
significantly in response to numerous factors, some of which are beyond our control, such as:
|
·
|
announcements of technological innovations, new products or product enhancements by us or others;
|
|
·
|
announcements by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
|
|
·
|
expiration or terminations of licenses, research contracts or other collaboration agreements;
|
|
·
|
public concern as to the safety of products we, our licensors or others develop;
|
|
·
|
success of research and development projects;
|
|
·
|
developments concerning intellectual property rights or regulatory approvals;
|
|
·
|
variations in our and our competitors’ results of operations;
|
|
·
|
changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;
|
|
·
|
changes in government regulations or patent decisions;
|
|
·
|
developments by our licensors;
|
|
·
|
developments in the technology industry;
|
|
·
|
the results of product liability or intellectual property lawsuits;
|
|
·
|
future issuances of common stock or other securities;
|
|
·
|
the addition or departure of key personnel;
|
|
·
|
announcements by us or our competitors of acquisitions, investments or strategic alliances;
|
|
·
|
general market conditions, including the volatility of market prices for shares of technology companies generally, and other factors, including factors unrelated to our operating performance; and
|
|
·
|
the other factors described in this “Risk Factors” section.
|
These factors and any corresponding price fluctuations
may materially and adversely affect the market price of our common stock and result in substantial losses by our investors.
Further, the stock market in general, and the
market for technology companies in particular, has experienced extreme price and volume fluctuations in the past. Continued market
fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our
common stock. Price volatility of our common stock might be worse if the trading volume of our common stock is low. In the past,
following periods of market volatility, stockholders have often instituted securities class action litigation. If we were involved
in securities litigation, it could have a substantial cost and divert resources and attention of management from our business,
even if we are successful. Future sales of our common stocks could also reduce the market price of such stock.
Moreover, the liquidity of our common stock
is limited, not only in terms of the number of shares that can be bought and sold at a given price, but by delays in the timing
of transactions and reduction in security analysts’ and the media’s coverage of us, if any. These factors may result
in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid
and ask prices for our common stock. In addition, without a large float, our common stock is less liquid than the stock of companies
with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In the absence of
an active public trading market, an investor may be unable to liquidate its investment in our common stock. Trading of a relatively
small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public
float were larger. We cannot predict the prices at which our common stock will trade in the future.
Some or all of the “restricted”
shares of our common stock issued in connection with the Acquisition or held by other of our stockholders may be offered from time
to time in the open market pursuant to an effective registration statement or Rule 144 promulgated under Regulation D of the Securities
Act, and these sales may have a depressive effect on the market for our common stock.
Raising additional capital by issuing
securities may cause dilution to existing stockholders.
We will need to raise substantial future capital
to continue to complete development and commercialize our products incorporating licensed technologies and technology candidates
and to conduct the research and development and regulatory activities necessary to bring our technology candidates to market.
If we raise additional funds through licensing
arrangements with third parties, we may have to relinquish valuable rights to our technology candidates, or grant licenses on terms
that are not favorable to us. If we raise additional funds by issuing equity or convertible debt securities, we will reduce the
percentage ownership of our then-existing stockholders, and these securities may have rights, preferences or privileges senior
to those of our existing stockholders.
Because our common stock may be a “penny
stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock
may be adversely affected.
Our common stock may be a “penny stock”
if, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange or it has
not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers
of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny
stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser,
orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination
that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase.
Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement
containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the
penny stock rules, the investor may be able to cancel its purchase and get its money back.
If applicable, the penny stock rules may make
it difficult for investors to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny
stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers
choose not to participate in penny stock transactions. Accordingly, investors may not always be able to resell their shares of
our common stock publicly at times and prices that they feel are appropriate.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
Our principal offices are located at 7310 Miramar Rd.,
Suite 350, San Diego, CA 92126. The lease payments are $1,000 per month, and are on a month-to-month basis, with no long-term
lease in place. Management believes that the Company is on good terms with the landlord, and will continue to evaluate and
balance the needs for office space and the costs and risk associated with additional space.
ITEM 3. LEGAL PROCEEDINGS.
Neither we nor our subsidiary, EveryStory,
is a party to, nor is any of their property subject to, any legal proceedings which require disclosure pursuant to this item.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
The accompanying
notes are an integral part of these audited consolidated financial statements.
DTHERA SCIENCES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Total
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Paid
|
|
Accumulated
|
|
Stockholders'
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
in Capital
|
|
Deficit
|
|
Deficit
|
|
Balance December 31, 2014
|
|
–
|
|
$
|
–
|
|
|
7,701,659
|
|
$
|
7,702
|
|
$
|
2,298
|
|
$
|
(7,089
|
)
|
$
|
2,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
–
|
|
|
–
|
|
|
6,301,358
|
|
|
6,301
|
|
|
3,699
|
|
|
–
|
|
|
10,000
|
|
Common stock issued for services
|
|
–
|
|
|
–
|
|
|
350,076
|
|
|
350
|
|
|
33,150
|
|
|
–
|
|
|
33,500
|
|
Fair value of options vested
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
33,993
|
|
|
–
|
|
|
33,993
|
|
Net loss for the year ended December 31, 2015
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(776,507
|
)
|
|
(776,507
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
–
|
|
|
–
|
|
|
14,353,093
|
|
|
14,353
|
|
|
73,140
|
|
|
(783,596
|
)
|
|
(696,103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
–
|
|
|
–
|
|
|
314,500
|
|
|
315
|
|
|
62,585
|
|
|
–
|
|
|
62,900
|
|
Common stock issued for services
|
|
–
|
|
|
–
|
|
|
438,363
|
|
|
438
|
|
|
41,437
|
|
|
–
|
|
|
41,875
|
|
Common stock issued for patent
|
|
–
|
|
|
–
|
|
|
616,133
|
|
|
616
|
|
|
58,344
|
|
|
–
|
|
|
58,960
|
|
Common stock issued for conversion of debt
|
|
–
|
|
|
–
|
|
|
4,388,997
|
|
|
4,389
|
|
|
725,785
|
|
|
–
|
|
|
730,174
|
|
Common stock issued in lieu of interest
|
|
–
|
|
|
–
|
|
|
70,015
|
|
|
70
|
|
|
6,630
|
|
|
–
|
|
|
6,700
|
|
Preferred stock issued for conversion of debt
|
|
112,690
|
|
|
11
|
|
|
–
|
|
|
–
|
|
|
112,679
|
|
|
–
|
|
|
112,679
|
|
Fair value of options vested
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
241,433
|
|
|
–
|
|
|
241,433
|
|
Common stock issued in share exchange agreement
|
|
–
|
|
|
–
|
|
|
16,000,000
|
|
|
16,000
|
|
|
40,354
|
|
|
–
|
|
|
56,354
|
|
Net loss for the year ended December 31, 2016
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(1,194,804
|
)
|
|
(1,194,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
112,690
|
|
$
|
11
|
|
$
|
36,181,101
|
|
$
|
36,181
|
|
$
|
1,362,387
|
|
$
|
(1,978,400
|
)
|
$
|
(579,832
|
)
|
The accompanying notes are an integral part of these audited consolidated financial statements.
DTHERA SCIENCES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,194,804
|
)
|
|
$
|
(776,507
|
)
|
Adjustments for non-cash items:
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
|
73,505
|
|
|
|
4,272
|
|
Impairment of intangible assets
|
|
|
58,960
|
|
|
|
7,100
|
|
Common stock issued for services
|
|
|
16,750
|
|
|
|
33,500
|
|
Loss on extinguishment of debt
|
|
|
(34,874
|
)
|
|
|
–
|
|
Gain on derivative liability
|
|
|
(33,114
|
)
|
|
|
–
|
|
Initial derivative expense
|
|
|
37,616
|
|
|
|
–
|
|
Fair value of stock options vested
|
|
|
241,433
|
|
|
|
33,993
|
|
Operating expenses paid on behalf of the company by related parties
|
|
|
20,627
|
|
|
|
69,499
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
21,390
|
|
|
|
(21,390
|
)
|
Deposits
|
|
|
–
|
|
|
|
(1,000
|
)
|
Accounts payable and accrued liabilities
|
|
|
291,891
|
|
|
|
148,556
|
|
Accrued interest
|
|
|
58,773
|
|
|
|
17,993
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
(441,847
|
)
|
|
|
(483,984
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
–
|
|
|
|
(2,166
|
)
|
Intangible assets
|
|
|
–
|
|
|
|
(7,100
|
)
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
–
|
|
|
|
(9,266
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
62,900
|
|
|
|
10,000
|
|
Proceeds from issuance of notes payable
|
|
|
20,000
|
|
|
|
–
|
|
Proceeds from issuance of notes payable - related party
|
|
|
–
|
|
|
|
135,000
|
|
Proceeds from issuance of convertible notes
|
|
|
330,000
|
|
|
|
456,333
|
|
Proceeds from issuance of notes payable - related party
|
|
|
94,000
|
|
|
|
–
|
|
Proceeds from issuance of convertible notes - related party
|
|
|
–
|
|
|
|
58,667
|
|
Payments of notes payable - related party
|
|
|
(80,100
|
)
|
|
|
(148,153
|
)
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
426,800
|
|
|
|
511,847
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
(15,047
|
)
|
|
|
18,597
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
27,238
|
|
|
|
8,641
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
12,191
|
|
|
$
|
27,238
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Shares issued for assets
|
|
$
|
58,960
|
|
|
$
|
–
|
|
Common stock issued for accrued interest
|
|
$
|
6,700
|
|
|
$
|
–
|
|
Preferred series A shares issued in settlement of debt
|
|
$
|
112,690
|
|
|
$
|
–
|
|
Shares issued in settlement of debt
|
|
$
|
731,391
|
|
|
$
|
–
|
|
Net liabilities assumed in share exchange agreement
|
|
$
|
56,354
|
|
|
$
|
–
|
|
Debt discounts on convertible debt
|
|
$
|
240,000
|
|
|
$
|
10,000
|
|
The accompanying
notes are an integral part of these audited consolidated financial statements.
DTHERA SCIENCES
(FKA Knowledge Machine International, Inc.)
Notes to Consolidated Financial Statements
December 31, 2016 and 2015
NOTE 1 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Description of Business
Dthera Sciences (formerly Knowledge Machine
International, Inc.) is a Nevada corporation, and was incorporated on December 27, 2012.
The Company offers a subscription-based service
that captures, shares, and stores photos and audio in cloud. It offers a proprietary platform (the “Platform”), which
enables users to preserve and share memories, and will initially target a Quality of Life benefit in certain patient populations,
principally patients suffering from Alzheimer’s disease and dementia. On September 21, 2016, the Company acquired a new operating
subsidiary, EveryStory, Inc., a Delaware corporation (“EveryStory”). Following the acquisition (referred to herein
as the “EveryStory Transaction”), the Company’s business is to develop a Digital Therapeutic technology designed
to deliver Reminiscence Therapy to certain patient populations, principally patients suffering from Alzheimer’s disease and
dementia with the goal of a Quality of Life benefit and reduction in anxiety in those populations. As of the date of this Report,
EveryStory was our only subsidiary. In connection with the EveryStory Transaction, the Company dissolved its other former subsidiary
entity and terminated its prior business operations.
Acquisition of
EveryStory; EveryStory Transaction
On September 21, 2016, the Company entered
into an Amended and Restated Acquisition and Share Exchange Agreement (the “A&R Agreement”) with EveryStory, Inc.,
a Delaware corporation (“EveryStory”), and each of its shareholder (the “Shareholders”), and closed the
acquisition (the “Acquisition”) of the ownership of EveryStory (the “Closing”).
The Company acquired all of the outstanding
shares of EveryStory, and agreed to issue an aggregate of 77,377,713 pre-split /15,477,604 post-split shares of the Company’s
common stock to the EveryStory holders, with the understanding that an additional 21,942,062 pre-split/4,388,997 post-split shares
were issued to holders of EveryStory convertible debt instruments which are convertible or exercisable into shares of EveryStory
common stock (collectively, the “Exchange Shares”). Additionally, prior to Closing, the parties agreed that certain
shares of the Company’s common stock were to be returned to the Company for cancellation, resulting in the current Company’s
shareholders owning an aggregate of 40,875,000 pre-split/8,000,000 post-split shares of the Company’s common stock immediately
prior to the Closing.
Pursuant to the A&R Agreement, the 99,319,775
pre-split/ 19,866,601 post-split Exchange Shares issued or to be issued to the EveryStory constituted 75% of the total issued and
outstanding shares of the Company’s common stock, and the legacy Company shareholders (who were the owners of the Company’s
common stock immediately prior to the Closing) owned an aggregate of 40,875,000 shares, which constituted 25% of the total outstanding
Company common stock.
The Company’s and EveryStory’s
management agreed, and the A&R Agreement provides, that following the Closing, the Company will conduct a reverse stock split
(discussed in more detail below), following which the outstanding shares of the Company’s Series A Preferred Stock will convert
into a total of 8,000,000 post-reverse-split common stock. Following such conversion, the EveryStory owners will own or have the
right to receive shares of the Company’s common stock equal to 55% of the then-outstanding Company common stock, and the
Company legacy shareholders will own shares of the Company’s common stock equal to 45% of the then-outstanding Company common
stock, consisting of 8,000,000 shares of Company common stock issued on conversion of the Company’s Series A Preferred Stock
(22.5%) and 8,000,000 shares of the Company’s common stock owned by the other legacy Company shareholders (22.5%).
As a result of the Closing of the A&R Agreement,
EveryStory became our wholly owned subsidiary. Additionally (as discussed more fully below), our directors and officers immediately
prior to the Closing appointed the EveryStory management to become our new officers and directors, and then resigned from their
positions with us. In addition, we terminated our pre-closing business operations and agreed to dissolve our other wholly owned
subsidiary, Knowledge Machine.
Immediately prior to the Closing, there were
40,875,000 shares of the Company’s common stock. In connection with the Closing, the Company issued an aggregate of 77,377,713
pre-split/ 15,477,604 post-split shares to the EveryStory shareholders, and 21,942,062 pre-split/4,388,997 post-split shares were
issued to the holders of EveryStory convertible debt instruments, and the parties to the A&R Agreement understand and anticipate
that all such holders would exercise and convert their securities into the reserved shares of the Company.
On November 2, 2016, a reverse stock split
(the “Reverse Split”) of the Company’s common stock took effect. The ratio of the Reverse Split was 1:5.109375,
meaning one new share for each 5.109375 old shares of the Company’s common stock. Except as specifically noted or indicated
herein, all share numbers provided in this Annual Report are given on a post-reverse-split basis.
Accounting Basis
The Company’s
financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted
in the United States (“U.S. GAAP”). As disclosed in a Current Report on Form 8-K filed November 17, 2016,
the Company recently changed to a December 31 fiscal year end.
Use of Estimates
The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements
and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the
allowance for doubtful accounts and the fair value of certain financial instruments.
Principles of Consolidation
The consolidated financial statements include
the accounts of Dthera Sciences and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include all cash
balances and highly liquid investments with an original maturity of three months or less. As of December 31, 2016 and 2015, the
Company’s cash balances were within the FDIC insurance coverage limits.
Fair Value of Financial Instruments
The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset
or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value
on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of
inputs to measure fair value:
|
Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
|
Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
The carrying amounts of the Company's financial
assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain
notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments.
The Company accounts for its derivative liabilities
and non-employee stock options, at fair value, on a recurring basis under level 2.
Embedded Conversion Features
The Company evaluates embedded conversion features
within convertible debt under Accounting Standards Codification (“ASC”) 815, "Derivatives and Hedging" to
determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative
at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment
under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration
of any beneficial conversion feature.
Derivative Financial Instruments
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including
stock purchase options and convertible debt, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income.
For option-based simple derivative financial
instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period.
For convertible debt with embedded derivatives,
the Company uses the Binomial Lattice model to value the embedded derivatives.
Debt Issuance Costs and Debt Discount
The Company may record debt issuance costs
and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash,
or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying
debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Concentration of Risk
Financial instruments,
which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained
in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains
amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining
all deposits in high quality financial institutions.
For the year ended
December 31, 2016 and 2015 there were no customers that accounted for a material portion of total revenues.
Property and Equipment
Property and equipment
is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over
the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable
lives for its major classifications of property and equipment:
Description
|
Useful Lives
|
Office Equipment and Computers
|
2 to 3 years
|
Expenditures associated
with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized,
while expenditures that do not, such as repairs and maintenance, are expensed as incurred.
Valuation of Long-Lived Assets
Long-lived tangible
assets and definite-lived intangible assets are reviewed for possible impairment annually or whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. The Company uses both an estimate of undiscounted future
net cash flows of the assets over the remaining useful lives and a replacement cost method when determining their fair values.
If the carrying values of the assets exceed the fair value of the assets, the Company recognizes an impairment loss equal to the
difference between the carrying values of the assets and their fair values. Impairment of long-lived assets is assessed at the
lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived
assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future
cash flows used in these impairment tests.
Revenue Recognition
The Company recognizes revenue when (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the
fee is fixed or determinable, and (iv) collectability is reasonably assured. Where arrangements have multiple elements, revenue
is allocated to the elements based on the relative selling price method and revenue is recognized based on the Company’s
policy for each respective element.
Software Development
The Company accounts for internal use software
development costs in accordance with authoritative guidance related to accounting for the costs of app and web software developed
or obtained for internal use. Software development costs that are incurred in the preliminary development stage are expensed as
incurred. Once certain criteria have been met (“application development stage”), direct costs incurred in developing
or obtaining computer software are capitalized. Costs in the post-implementation/operation stage, including costs related to training
and software maintenance, are expensed as incurred.
Research and Development
The Company engages in new software development
efforts. Research and development expenses relating to possible future software are expensed as incurred. Research and development
expenses were approximately $0 for the years ended December 31, 2016 and 2015.
Advertising Expenses
The Company expenses advertising costs as incurred.
Advertising may consist of media or online advertising and marketing. As such, advertising expenses were approximately $86,037
and $85,049 for the years ended December 31, 2016 and 2015, respectively.
Stock-Based Compensation
The Company accounts for share based payments
in accordance with Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation, which requires
all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements
based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at
Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the
Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability
to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of
option holders.
Compensation cost is recognized over the requisite
service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized
common stock.
ASC 505, "Compensation-Stock Compensation",
establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees
for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based
compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions
of ASC 505.
Loss Per Share
Basic loss per Common
Share is computed by dividing losses attributable to Common shareholders by the weighted-average number of shares of Common Stock
outstanding during the period.
Diluted loss per Common
Share is computed by dividing loss attributable to Common shareholders by the weighted-average number of Shares of Common Stock
outstanding during the period increased to include the number of additional Shares of Common Stock that would have been outstanding
if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible Preferred
Stock, stock options, warrants, and convertible debt. The dilutive effect of potentially dilutive securities is reflected in diluted
earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market
value of the Company’s Common Stock can result in a greater dilutive effect from potentially dilutive securities.
For the years ended
December 31, 2016 and 2015, all of the Company’s potentially dilutive securities (options and convertible debt) were excluded
from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common
Shares that were excluded were 3,596,198 and 741,418 at the years ended December 31, 2016 and 2015, respectively.
Income Taxes
The Company accounts
for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences
between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. The charge for taxation is based on the results for the year as adjusted for items,
which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the
balance sheet date.
In July 2006, the
Financial Accounting Standards Board (“FASB”) issued ASC 740,
Accounting for Uncertainty in Income Taxes
,
which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance
on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest
and penalties. Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only
after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant
taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood
of being realized upon settlement with the relevant tax authority.
The Company’s
policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties
on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while
those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since
its inception.
The Company files
income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2013 to 2016 remain
open for federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions
for any tax years.
Recent Accounting Pronouncements
Management has considered
all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s
management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial
statements.
NOTE 2 –
GOING CONCERN
The Company's financial
statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. As of the date of this Report, the Company had an accumulated deficit of $1,978,400,
negative working capital of $580,735, and no revenues to cover its operating costs, which raises substantial doubt about its ability
to continue as a going concern. As of the date of this Report, the Company had not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a going concern.
The future of the
Company as an operating business will depend on its ability to (1) obtain sufficient capital contributions and/or financing as
may be required to sustain its operations, and (2) to achieve adequate revenues from its operations. Management's plan to address
these issues includes, (a) continued exercise of tight cost controls to conserve cash, (b) obtaining additional financing, (c)
placing revenue producing services into place, and (d) identifying and executing on additional revenue generating opportunities.
The ability of the
Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company
is unable to obtain adequate capital, it could be forced to cease operations.
NOTE 3 – PROPERTY AND EQUIPMENT
The Company’s
property and equipment were comprised of the following as of December 31, 2016 and 2015:
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
Computer and Equipment
|
|
|
2,816
|
|
|
|
2,816
|
|
Less: Accumulated Depreciation
|
|
|
(1,902
|
)
|
|
|
(1,168
|
)
|
Net Property and Equipment
|
|
$
|
914
|
|
|
$
|
1,648
|
|
NOTE 4 – ASSET ACQUISITION
On June 5, 2016, EveryStory
issued
88,000
shares of its common stock, which exchanged for 616,133 shares of Dthera common stock, for the purchase agreement for an SIT Patent
at $0.67 per share for a value of $58,960. The price per share for Common Stock issued was based on the relative fair market value
of the Common Stock using the backsolve valuation method.
The Company evaluated this acquisition in accordance
with ASC 805, Business Combinations (10-55-4) to discern whether the assets and operations of SIT met the definition of a business.
The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could
such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as the acquisition of
assets.
The transaction was accounted for in accordance
with asset acquisition guidance found in ASC 805. The consideration transferred and assets acquired recognized is as follows:
Consideration paid:
|
|
|
|
Common Stock
|
|
$
|
58,960
|
|
|
|
|
|
|
Consideration received:
|
|
|
|
|
Intangible assets
|
|
$
|
58,960
|
|
|
|
|
|
|
Net value of assets purchased:
|
|
$
|
58,960
|
|
NOTE 5 – INTANGIBLE ASSETS
The Company’s
intangible assets were comprised of the following of December 31, 2016 and 2015:
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
Technology asset purchase
|
|
$
|
58,960
|
|
|
$
|
7,100
|
|
Less: Accumulated Amortization
|
|
|
–
|
|
|
|
–
|
|
Less: Impairment
|
|
|
(58,960
|
)
|
|
|
(7,100
|
)
|
Net Intangible Assets
|
|
$
|
–
|
|
|
$
|
–
|
|
The Company impaired
intangible assets related to the technology asset purchase and patent purchase due to no revenue production, totaling $58,960 and
$7,100, for the years ended December 31, 2016 and 2015, respectively.
NOTE 6 – LOANS PAYABLE
Notes Payable
– Related Parties
Notes payable due to related parties consisted
of the following as of December 31, 2016 and 2015:
Balance December 31, 2015
|
|
$
|
61,064
|
|
Cash additions
|
|
|
94,000
|
|
Expense additions
|
|
|
20,627
|
|
Cash payments
|
|
|
(80,100
|
)
|
Conversions
|
|
|
(95,591
|
)
|
Balance December 31, 2016
|
|
$
|
–
|
|
During the years ended December 31, 2016 and
2015, EveryStory’s Founder and CEO advanced $88,000 and $110,000, and expense additions of $20,627 and $68,904, and was repaid
$66,000 and $75,000, respectively. The notes bear an interest rate of 0% per annum.
During the years ended December 31, 2016 and
2015, EveryStory’s Founder and CTO advanced $6,000 and $25,000, and expense additions of $0 and $595, and was repaid $14,100
and $73,153, respectively. The notes bear an interest rate of 0% per annum.
On September 21, 2016,
the Company’s wholly owned subsidiary (EveryStory) issued 112,690 shares of the EveryStory Series A Preferred Stock to the
CEO and CTO in exchange for and as full payment of amounts to them which included $6,096 of accrued expenses, $95,591 of related
party loans, $10,000 of convertible notes payable and $1,003 of accrued interest on the convertible notes payable. The EveryStory
Series A Preferred Stock are redeemable at any time for cash on a dollar-per-dollar basis at a redemption price of $1.00 per share.
If not redeemed for cash, the shares of EveryStory Series A Preferred Stock can be convertible into shares of common stock, using
a post-split conversion price of $0.10 per share pursuant to the A&R Agreement.
Notes Payable
Notes payable consisted of the following
as of December 31, 2016 and 2015:
Balance December 31, 2015
|
|
$
|
–
|
|
Cash additions
|
|
|
20,000
|
|
Expense additions
|
|
|
–
|
|
Cash payments
|
|
|
–
|
|
Conversions
|
|
|
–
|
|
Balance December 31, 2016
|
|
$
|
20,000
|
|
On August 3, 2016,
the Company entered into a promissory note purchase agreement with an unrelated individual for $20,000. This note is due on demand.
In lieu of interest, EveryStory
issued
10,000 shares of its common stock,
which exchanged for 70,015 shares of Dthera common stock, for a value of $6,700.
Convertible
Notes Payable
–
Related Parties
Convertible notes payable due to related
parties consisted of the following as of December 31, 2016 and 2015:
Balance December 31, 2015
|
|
$
|
60,000
|
|
Cash additions
|
|
|
–
|
|
Expense additions
|
|
|
–
|
|
Conversions
|
|
|
(60,000
|
)
|
Debt discount from debt issuance costs
|
|
|
–
|
|
Balance December 31, 2016
|
|
$
|
–
|
|
On June 29, 2015, EveryStory issued to two
related party individuals convertible notes for $30,000 that mature on December 31, 2016. The notes bear an interest rate of 12%
per annum and are convertible into shares of EveryStory’s common stock at the lesser of 70% of the price per share paid by
the investors for the next preferred stock in a qualified financing or the quotient of $2,000,000 divided by the fully diluted
capitalization of the Company immediately prior to the closing date of the qualified financing.
On November 18, 2015,
EveryStory issued to two related party individuals convertible notes for $30,000 that mature on November 18, 2017. The notes bear
an interest rate of 12% per annum and are convertible into shares of EveryStory’s common stock at the lesser of 60% of the
lowest price per share paid by the investors for the next preferred stock in a qualified financing or the quotient of $5,000,000
divided by the fully diluted capitalization of EveryStory immediately prior to the closing date of the qualified financing.
On September 21, 2016,
in connection with the EveryStory Transaction and the A&R Agreement, the Company's CEO converted the full balance of notes
totaling $10,000 of principal and $1,003 of interest into series A preferred stock, and a director of the Company converted $50,000
of principal and $6,231 of interest into an aggregate of 337,998 shares of Dthera common stock.
Convertible Notes Payable
Notes payable due to non-related parties
consisted of the following as of December 31, 2016, and December 31, 2015:
Balance December 31, 2015
|
|
$
|
465,000
|
|
Cash additions
|
|
|
330,000
|
|
Expense additions
|
|
|
10,000
|
|
Conversions
|
|
|
(565,000
|
)
|
Debt discount
|
|
|
(172,655
|
)
|
Balance December 31, 2016
|
|
$
|
67,345
|
|
On June 29, 2015,
EveryStory issued to ten unrelated individuals convertible notes in the aggregate amount of $195,000 that mature on December 31,
2016. The notes bear an interest rate of 12% per annum and are convertible into shares of EveryStory’s common stock at the
lesser of 70% of the price per share paid by the investors for the next preferred stock in a qualified financing or the quotient
of $2,000,000 divided by the fully diluted capitalization of EveryStory immediately prior to the closing date of the qualified
financing. On September 21, 2016, all of these convertible notes were converted into common stock based on the terms of the A&R
Agreement.
On October 20, 2015,
EveryStory issued to an unrelated individual a convertible note for $5,000 that matures on October 20, 2017. The note bears an
interest rate of 12% per annum and is convertible into shares of EveryStory’s common stock at the lesser of 60% of the lowest
price per share paid by the investors for the next preferred stock in a qualified financing or the quotient of $5,000,000 divided
by the fully diluted capitalization of EveryStory immediately prior to the closing date of the qualified financing. On September
21, 2016, this convertible note was converted into common stock based on the terms of the A&R Agreement.
On November 18, 2015,
EveryStory issued to eleven unrelated individuals convertible notes in the aggregate amount of $265,000 that mature on November
18, 2017. The notes bear an interest rate of 12% per annum and are convertible into shares of EveryStory’s common stock at
the lesser of 60% of the lowest price per share paid by the investors for the next preferred stock in a qualified financing or
the quotient of $5,000,000 divided by the fully diluted capitalization of EveryStory immediately prior to the closing date of the
qualified financing. On September 21, 2016, all of these convertible notes were converted into common stock based on the terms
of the A&R Agreement.
On February 9, 2016,
EveryStory issued to an unrelated individual two convertible notes for $100,000 that mature on February 9, 2018. The notes bear
an interest rate of 0% per annum and are convertible into shares of EveryStory’s common stock at the $1.60 per share. On
September 21, 2016, these convertible notes were converted into common stock based on the terms of the A&R Agreement.
On September 21, 2016, in connection with the
EveryStory Transaction and the A&R Agreement, note holders converted their convertible notes in the aggregate amount of $565,000
and interest totaling $56,256 into an aggregate of 3,726,981 shares of Dthera common stock.
Effective September 22, 2016, the Company conducted
a private offering of convertible notes (the “
Note Offering
”) to raise additional capital that would remain
in the Company following the Closing of the EveryStory Transaction. In the convertible note offering, the Company raised an aggregate
of $240,000, which was to be a component of the post-Closing capitalization of the Company. In the Note Offering, investors entered
into a securities purchase agreement (the “
Note SPA
”) and were issued a convertible redeemable promissory note
(collectively, the “
Convertible Notes
”). Pursuant to the terms of the Note SPA, each investor represented and
warranted that it was an accredited investor and that he or she was purchasing the Convertible Notes for his or her own account,
and not with a view to distribution, as well as other standard representations made in private transactions. Also pursuant to the
Note SPA, the Company has the right to put an additional Convertible Note (in the same principal amount as purchased by the applicable
investor) beginning on January 3, 2017, subject to certain conditions. The Convertible Notes bore interest at a rate of 10%, and
were to mature on September 13, 2017, if not converted or prepaid prior to that. The Convertible Notes could convert into shares
of the Company's common stock at a price for each share of Common Stock equal to 65% of the lowest closing bid price of the Common
Stock as reported on the OTC Market platform on which the Company’s shares are quoted or any exchange upon which the Common
Stock may be traded in the future ("Exchange"), on the date of the closing of the EveryStory Transaction. Up to 50% of
the Convertible Notes could be repaid by the Company any time prior to 180 days after the issuance of the Convertible Notes, with
a 30% premium to be paid in connection with the prepayment. As a result of this transaction a debt discount of $240,000 was recorded
against the note. As of December 31, 2016, interest expense of $67,345 was recorded as part of the amortization of the debt discount,
leaving a debt discount balance of $172,655. The principal balance of these notes at December 31, 2016 were $240,000.
NOTE 7 –DERIVATIVE LIABILITIES
The Company evaluates
its fair value hierarchy disclosures each quarter. The Company has convertible debentures with embedded conversion features, which
is accounted for as a derivative liability and measured at fair value on a recurring basis. As of December 31, 2016 this derivative
liability had an estimated fair value of $234,502.
The following table
presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring
basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of
December 31, 2016:
Balance at December 31, 2015
|
|
$
|
–
|
|
Additions related to embedded conversion features
|
|
|
267,616
|
|
Change in Fair Value of Derivative
|
|
|
(33,114
|
)
|
Balance at December 31, 2016
|
|
$
|
234,502
|
|
The fair value of
this derivative liability was calculated using the Binomial Lattice model, valuing the derivative liability within the notes based
on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes.
The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions;
redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were
as follows:
|
|
December
31,
|
|
|
2016
|
Expected term in years
|
|
0.98 – 0.70 years
|
Risk-free interest rates
|
|
0.56 – 0.71%
|
Volatility
|
|
166.9 – 188.4%
|
Dividend yield
|
|
0%
|
NOTE 8 –PREFERRED STOCK
The Company has authorized 10,000,000 Preferred
Stock, of which it has designated 150,000 shares of $0.0001 par value per share Series A Redeemable Preferred Stock. The Series
A Preferred Stock has a stated value of $1.00 per share, of which 112,690 and 0 shares were issued and outstanding as of December
31, 2016 and 2015, respectively.
On September 13, 2016,
the Company issued 112,690 shares of A Preferred Stock to the CEO and CTO in exchange for amounts owed to them which included $6,096
of accrued expenses, $95,591 of related party loans, $10,000 of convertible notes payable and $1,003 of accrued interest on the
convertible notes payable. The Series A Preferred stock are redeemable at any time for cash on a dollar-per-dollar basis at a redemption
price of $1.00 per share. If not redeemed for cash, according to the A&R Agreement the shares of Series A Preferred Stock can
be converted into shares of Common Stock using a post-split conversion price of $0.10 per share pursuant to the A&R Agreement.
Series A Redeemable
Preferred Stock
The Series A Preferred Stock have the following
rights and preferences:
|
·
|
Redeemable at any time at the option of the holder for cash on a dollar-per-dollar basis at a redemption of $1.00 per share.
|
|
·
|
Convertible into shares of Common Stock using a conversion price of $0.10 per share.
|
|
·
|
No general voting rights until converted into Common Stock.
|
|
·
|
Entitled to receive dividends at a rate per annum of 8%
|
|
·
|
Liquidation preference upon a liquidation event.
|
NOTE 9
– COMMON STOCK
The Company has authorized 200,000,000 shares
of $0.001 par value per share Common Stock, of which 181,069,775 pre-split/36,181,101 post-split shares and 14,353,093 shares were
issued outstanding as of December 31, 2016, and December 31, 2015, respectively.
Year Ended December 31, 2016
On June 5, 2016,
EveryStory
issued 88,000 shares of its common stock, which were exchanged for 616,133 shares of Dthera common stock for the purchase agreement
for an SIT Patent for a value of $58,960.
On August 3, 2016,
EveryStory
issued
10,000 shares of its common stock, which exchanged for
70,015 shares of Dthera common stock, for a value of $6,700 of accrued interest.
On September 15, 2016, EveryStory issued 25,000
shares of its common stock, which were exchanged for 175,038 shares of Dthera common stock valued at $16,750 for services
.
On September 16, 2016, EveryStory issued 37,500
shares of its common stock, which were exchanged for 263,325 shares of Dthera common stock valued at $25,125 in settlement of $60,000
of accrued consulting fees
. This resulted in a gain on settlement of $34,875.
On September
21, 2016, as part of the A&R Agreement, EveryStory issued 625,033 shares of its common stock, which were exchanged for 4,388,997
shares of Dthera common stock, for the conversion of debt for a value of $730,174.
In connection with the A&R Agreement,
the parties agreed that the prior shareholders of the Company would own an aggregate of 16,000,000 post-split shares of the Company’s
common stock as part of the agreement totaling $56,354. The reverse stock split is discussed in more detail in Note 1 above.
From November to December 2016 the Company
issued 314,500 shares of common stock at $0.20 per share for cash proceeds of $62,900, pursuant to the private placement offering.
Year Ended December 31, 2015
EveryStory issued
900,000 shares of its common stock for net cash proceeds of $10,000 to EveryStory founders.
EveryStory
also issued 50,000 shares of its common stock for services valued at $33,500.
The price per share for Common Stock issued
for services was based on the relative fair market value of the Common Stock using the backsolve valuation method.
As
of December 31, 205 there was 2,050,000 shares of EveryStory stock issued and outstanding.
On September 21, 2016, as part
of the A&R Agreement, these shares were exchanged for 14,353,093 shares of Dthera common stock.
NOTE 10 –
STOCK PURCHASE OPTIONS
In 2015, the Board
of Directors of EveryStory approved the adoption of the EveryStory’s Stock Option Plan (“the Plan”). The purpose
of the Plan is to advance the interests of EveryStory by encouraging and enabling acquisition of a financial interest in EveryStory
by employees, consultants, and other key individuals. The Plan is intended to aid EveryStory in attracting and retaining key employees,
to stimulate the efforts of such individuals and to strengthen their desire to remain with EveryStory. A maximum of 680,000 shares
of EveryStory's Common Stock is reserved for issuance under stock options to be issued under the Plan. The Plan permits the grant
of incentive stock options, non-statutory stock options and restricted stock awards. The Plan is administered by the Board of Directors
or, at its direction, a Compensation Committee comprised of officers of EveryStory.
Stock Purchase
Options
During the year ended
December 31, 2016, EveryStory issued non-employee options to purchase a total of 106,100 shares of EveryStory common stock, which
would exchange for 742,860 shares of Dthera common stock, which were originally valued at $63,678. EveryStory issued the options
in conjunction with services. The EveryStory options were converted into Dthera options on September 21, 2016, pursuant to the
A&R Agreement. As the options holders are non-employees, the values attributable to these options are remeasured on a quarterly
basis and amortized over the service period and until they have fully vested over a 3 year vesting period. The Company believes
that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value
of the stock options granted were revalued at each reporting date using the Black-Scholes valuation model. As of December 31, 2016,
the company remeasured the options at a value of $1,609,669 to be recognized over the vesting period, of which $199,969 has been
recognized.
During the year ended
December 31, 2015, EveryStory issued options to purchase a total of 486,200 shares of EveryStory common stock, which would exchange
for 3,404,134 shares of Dthera common stock, valued at $75,457 with multiple vesting periods. The options were valued using the
Black-Scholes options pricing model under the assumptions noted below. The price per share for Common Stock for the stock options
was based on the relative fair market value of the Common Stock using the backsolve valuation method of applying the Option Pricing
Method (OPM). The options were converted into Dthera options on September 21, 2016, pursuant to the A&R Agreement. Further,
according to the option agreements entered into in 2015, these options vested immediately when EveryStory Options converted to
Dthera options.
The following table
summarizes the changes in options outstanding of the Company during the year ending December 31, 2016:
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise
Price $
|
|
Outstanding, December 31, 2015
|
|
|
3,404,134
|
|
|
|
0.10
|
|
Granted
|
|
|
742,860
|
|
|
|
0.10
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
Outstanding, December 31, 2016
|
|
|
4,146,994
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2016
|
|
|
3,404,134
|
|
|
|
0.10
|
|
Stock option expense of $241,433 and $33,993
was recorded in the years ended December 31, 2016 and December 31, 2015, respectively. Total remaining unrecognized compensation
cost related to unvested stock options is approximately $1,409,700 and is expected to be recognized over a period of 2.67 years.
NOTE 11 – INCOME TAXES
There was no provision for, or benefit from,
income tax during the years ended December 31, 2015 and 2014 respectively. The components of the net deferred tax asset as of
December 31, 2016 and 2015:
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
Operating loss carry forwards
|
|
$
|
672,656
|
|
|
$
|
266,423
|
|
Depreciation & amortization
|
|
|
(2,480
|
)
|
|
|
(386
|
)
|
Loss on impairment
|
|
|
(22,460
|
)
|
|
|
(2,414
|
)
|
Stock-based compensation
|
|
|
(117,416
|
)
|
|
|
(21,091
|
)
|
Total Deferred Tax Assets
|
|
|
530,300
|
|
|
|
242,532
|
|
Valuation allowance
|
|
|
(530,300
|
)
|
|
|
(242,532
|
)
|
Net Deferred Tax Asset
|
|
$
|
–
|
|
|
$
|
–
|
|
Federal and state net operating loss carry
forwards were $1,978,400 and $783,596 as of December 31, 2016 and 2015, respectively. The net operating loss carry forwards expire
between 2033 and 2036.
The following is a reconciliation of the amount of benefit that
would result from applying the federal statutory rate to pretax loss with the provision for income taxes for the years ended December
31, 2016 and 2015, respectively:
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
Tax at statutory rate (34%)
|
|
$
|
(406,233
|
)
|
|
$
|
(264,012
|
)
|
Non-deductible expenses
|
|
|
118,465
|
|
|
|
23,817
|
|
Change in valuation allowance
|
|
|
287,768
|
|
|
|
240,195
|
|
State tax benefit, net of federal tax effect
|
|
|
–
|
|
|
|
–
|
|
Provision for Income Taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
In June 2006, FASB issued FASB ASC 740-10-05-6.
The Company adopted FASB ASC 740-10-05-6 on January 1, 2013. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the
tax positions that are more likely than not be sustained upon examination by tax authorities. The amount recognized is measured
as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax
benefits are tax benefits claimed in the company's tax return that do not meet these recognition and measurement standards.
Upon the adoption of FASB ASC 740-10-05-6,
the Company had no liabilities for unrecognized tax benefits and, as such, the adoption had no impact on its financial statements,
and the Company has recorded no additional interest or penalties. The Adoption of FASB ASC 740-10-05-6 did not impact the Company's
effective tax rates.
The Company's policy is to recognize potential
interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31,
2016, and 2015, the Company did not recognize any interest or penalties in its Statement of Operations, nor did it have any interest
or penalties accrued in its Balance Sheet at December 31, 2016 and 2016 relating to unrecognized benefits.
The tax years 2013 through 2016 remain open
to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.
NOTE 12 –
FAIR VALUE MEASUREMENTS
Liabilities measured at fair value on a
recurring basis at December 31, 2016, are summarized as follows:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Fair value of options
|
|
$
|
–
|
|
|
$
|
1,609,669
|
|
|
$
|
–
|
|
|
$
|
1,609,669
|
|
Fair value of derivatives
|
|
$
|
–
|
|
|
$
|
234,502
|
|
|
$
|
–
|
|
|
$
|
234,502
|
|
Fair value is calculated using the Black-Scholes
options pricing model for the stock options and the Binomial Lattice model for the derivatives.
Liabilities measured at fair value on a
recurring basis at December 31, 2015, are summarized as follows:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Fair value of options
|
|
$
|
–
|
|
|
$
|
75,457
|
|
|
$
|
–
|
|
|
$
|
75,457
|
|
Fair value of derivatives
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Fair value is calculated using the Black-Scholes
options pricing model for the stock options.
NOTE 13- SUBSEQUENT EVENTS
In accordance with ASC 855, Company’s
management reviewed all material events through the date of this filing and determined that there were the following material subsequent
events to report:
In February 2017,
the Company issued a short-term note to a related party individual for $50,000 due on demand. The note bore an interest rate of
10% per annum interest within the 90 day period and will increase to 20% interest if not fully paid back within 90 days. On April
9, 2017, the Company paid the full balance of $50,000.
In March 2017, the Company
repaid convertible notes in the original principal amount of $240,000 (the “Convertible Notes”). The Convertible
Notes were issued by the Company shortly before the EveryStory transaction. In connection with the repayment of the
Convertible Notes, the Company repaid a total of $240,000 in principal and $18,000 in interest, and agreed to issue
83,300 shares of the Company’s common stock to the holders of the Convertible Notes. The shares of stock were
issued pursuant to Section 4(a)(2) of the Securities Act of 1933 and regulations promulgated thereunder. Each of the holders
of the Convertible Notes represented to the Company that it was an accredited investor, that it was acquiring the shares for
its own account and for investment purposes, and not with an intent to distribute.
From January through
March 2017, pursuant to the private placement offering (the “Private Offering”) the Company issued 6,805,000 shares
of common stock for gross proceeds of approximately $1,171,000. The Company’s management intends to use the proceeds to
repay certain convertible debt instruments and to use the proceeds for general corporate purposes and working capital.
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