Filed pursuant to Rule 424(b)(3)

Registration No. 333-227452

 

PROSPECTUS SUPPLEMENT NO. 3

(To the Prospectus dated March 8, 2019)

GB SCIENCES, INC.

 

64,053,812 Shares of Common Stock

 

This Prospectus Supplement No. 3 supplements the prospectus dated March 8, 2019 (the “Prospectus”), relating to the resale of up to 64,053,812 shares of common stock of GB Sciences, Inc. by the selling stockholders identified in the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus which is to be delivered with this Prospectus Supplement. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Supplement modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Supplement.

 

This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, filed with the Securities and Exchange Commission on February 11, 2022, all set forth below.

 

Investing in our common stock involves a high degree of risk. Before making an investment decision, please readRisk Factorson page  8 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement (or the Prospectus including any supplements or amendments thereto) is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is March 10, 2022.

 

 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________________

 

FORM 10-Q

__________________________

 

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2021

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to ___________

 

Commission file number:   000-55462

 

GB SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other Jurisdiction of Incorporation or organization)

  

59-3733133

(IRS Employer I.D. No.)

 

3550 W. Teco Avenue

Las Vegas, Nevada 89118

Phone: (866) 721-0297

(Address and telephone number of

principal executive offices)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class Trading Symbol(s) Name of exchange on which registered
None N/A N/A

 

Indicate by check mark whether 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.  ☒  Yes     ☐  No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).   ☒  Yes     ☐  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer ☐   

Accelerated filer ☐       

Non-accelerated filer ☐

Smaller reporting company  ☒

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  ☐  Yes     ☒  No  

 

There were 317,435,744 shares of common stock, par value $0.0001 per share, outstanding as of  February 11, 2022. 

 

 

 
 

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements (Unaudited)

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

As of December 31,

   

As of March 31,

 
   

2021

   

2021

 

CURRENT ASSETS:

    (unaudited)          

Cash and cash equivalents

  $ 1,504,330     $ 793,040  

Prepaid expenses and other current assets

    112,347       256,251  

Current assets from discontinued operations

    -       2,494,564  

TOTAL CURRENT ASSETS

    1,616,677       3,543,855  

Property and equipment, net

    -       25,022  

Intangible assets, net of accumulated amortization of $87,137 and $43,096 at December 31, 2021 and March 31, 2021, respectively

    2,133,607       1,706,762  

Note receivable

    3,025,000       -  

Long term assets from discontinued operations

    -       5,530,415  

TOTAL ASSETS

  $ 6,775,284     $ 10,806,054  

CURRENT LIABILITIES:

               

Accounts payable

  $ 1,735,905     $ 1,412,459  

Accrued interest

    370,038       493,741  

Accrued liabilities

    102,774       957,946  

Notes and convertible notes payable and line of credit, net of unamortized discount of $116,704 and $296,504 at December 31, 2021 and March 31, 2021, respectively

    1,508,568       3,594,804  

Indebtedness to related parties

    84,913       84,913  

Income taxes payable from discontinued operations

    836,740       761,509  

Current liabilities from discontinued operations exclusive of income taxes

    -       1,293,076  

TOTAL CURRENT LIABILITIES

    4,638,938       8,598,448  

Convertible notes payable, net of unamortized discount of $113,252 and $154,590 at December 31, 2021 and March 31, 2021, respectively

    333,648       292,410  

Long term liabilities from discontinued operations

    -       3,389,124  

TOTAL LIABILITIES

    4,972,586       12,279,982  

Commitments and contingencies (Note 7)

               

STOCKHOLDERS' EQUITY/(DEFICIT):

               

Common Stock, $0.0001 par value, 600,000,000 shares authorized, 317,435,744 and 315,340,411 outstanding at December 31, 2021 and March 31, 2021, respectively

    31,744       31,534  

Additional paid-in capital

    102,682,938       102,380,770  

Accumulated deficit

    (100,911,984 )     (103,886,232 )

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

    1,802,698       (1,473,928 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 6,775,284     $ 10,806,054  

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   

For the Three Months Ended December 31,

   

For the Nine Months Ended December 31,

 
                                 
   

2021

   

2020

   

2021

   

2020

 
                                 

Sales revenue

  $ -     $ -     $ -     $ -  

Cost of goods sold

    -       -       -       -  

Gross profit

    -       -       -       -  

General and administrative expenses

    512,788       670,311       1,417,738       1,677,482  

LOSS FROM OPERATIONS

    (512,788 )     (670,311 )     (1,417,738 )     (1,677,482 )

OTHER INCOME/(EXPENSE)

                               

Interest expense

    (159,478 )     (167,120 )     (319,976 )     (1,249,994 )

Gain on extinguishment

    -       467,872       -       467,872  

Gain on deconsolidation

    5,206,208       -       5,206,208       -  

Gain on settlement of accounts payable

    -       372,415       -       372,415  

Loss on amendment to line of credit

    -       (650,000 )     -       (650,000 )

Debt default penalty

    -       -       -       (286,059 )

Other income/(expense)

    (15,639 )     17,523       (6,639 )     14,149  

Total other income/(expense)

    5,031,091       40,690       4,879,593       (1,331,617 )

INCOME/(LOSS) BEFORE INCOME TAXES

    4,518,303       (629,621 )     3,461,855       (3,009,099 )

Income tax expense

    -       -       -       -  

INCOME/(LOSS) FROM CONTINUING OPERATIONS

    4,518,303       (629,621 )     3,461,855       (3,009,099 )

Income/(loss) from discontinued operations

    (192,766 )     35,637       (324,590 )     (237,043 )

NET INCOME/(LOSS)

  $ 4,325,537     $ (593,984 )   $ 3,137,265     $ (3,246,142 )
                                 

Net income/(loss) attributable to common stockholders of GB Sciences, Inc. - basic

                               

Continuing operations

  $ 4,518,303     $ (629,621 )   $ 3,461,855     $ (3,009,099 )

Discontinued operations

    (192,766 )     35,637       (324,590 )     (237,043 )

Net income/(loss)

  $ 4,325,537     $ (593,984 )   $ 3,137,265     $ (3,246,142 )
                                 

Net income/(loss) attributable to common stockholders of GB Sciences, Inc. - diluted

                               

Continuing operations

  $ 4,358,861     $ (629,621 )   $ 3,347,016     $ (3,009,099 )

Discontinued operations

    (192,766 )     35,637       (324,590 )     (237,043 )

Net income/(loss)

  $ 4,166,095     $ (593,984 )   $ 3,022,426     $ (3,246,142 )
                                 

Net income/(loss) per common share – basic

                               

Continuing operations

  $ 0.01     $ (0.00 )   $ 0.01     $ (0.01 )

Discontinued operations

    (0.00 )     0.00       (0.00 )     (0.00 )

Net income/(loss)

  $ 0.01     $ (0.00 )   $ 0.01     $ (0.01 )
                                 

Net income/(loss) per common share – diluted

                               

Continuing operations

  $ 0.01     $ (0.00 )   $ 0.01     $ (0.01 )

Discontinued operations

    (0.00 )     0.00       (0.00 )     (0.00 )

Net income/(loss)

  $ 0.01     $ (0.00 )   $ 0.01     $ (0.01 )
                                 

Weighted average common shares outstanding - basic

    317,435,744       280,967,623       316,853,591       280,119,116  

Weighted average common shares outstanding - diluted

    342,320,490       280,967,623       343,464,913       280,119,116  

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   

Nine Months Ended December 31,

 
   

2021

   

2020

 

OPERATING ACTIVITIES:

               

Net income/(loss)

  $ 3,137,265     $ (3,246,142 )

Loss from discontinued operations

    (324,590 )     (237,043 )

Net income/(loss) from continuing operations

    3,461,855       (3,009,099 )

Adjustments to reconcile net income/(loss) to net cash used in operating activities:

               

Depreciation and amortization

    53,424       30,097  

Stock-based compensation and warrant modification expense

    54,167       248,850  

Amortization of debt discount and beneficial conversion feature

    227,537       776,908  

Gain on deconsolidation

    (5,206,208 )     -  

Gain on extinguishment

    -       (467,872 )

Loss on disposal

    15,639       -  

Gain on settlement of accounts payable

    -       (372,415 )

Loss on amendment to line of credit

    -       650,000  

Debt default penalty

    -       286,059  

Changes in operating assets and liabilities:

               

Prepaid expenses and other current assets

    143,904       (21,449 )

Accounts payable

    899,415       20,961  

Accrued expenses

    (855,172 )     319,407  

Accrued interest

    92,296       518,892  

Indebtedness to related parties

    -       (254,617 )

Net cash used in operating activities of continuing operations

    (1,113,143 )     (1,274,278 )

Net cash provided by/(used in) operating activities of discontinued operations

    (87,772 )     21,098  

Net cash used in operating activities

    (1,200,915 )     (1,253,180 )

INVESTING ACTIVITIES:

               

Proceeds from sale of Nevada subsidiaries

    1,648,772       -  

Acquisition of intangible assets

    (100,000 )     (326,000 )

Proceeds from note receivable

    -       5,051,923  

Net cash provided by investing activities of continuing operations

    1,548,772       4,725,923  

Net cash provided by/(used in) investing activities of discontinued operations

    1,567       (131,302 )

Net cash provided by investing activities

    1,550,339       4,594,621  

FINANCING ACTIVITIES:

               

Gross proceeds from warrant exercises

    62,660       249,807  

Proceeds from convertible notes payable

    50,000       300,000  

Proceeds from line of credit

    -       375,000  

Principal payment on notes and convertible notes payable

    -       (3,156,014 )

Principal payment on note payable to related party

    -       (151,923 )

Fees for issuance of notes and convertible notes payable

    -       (34,500 )

Brokerage fees for issuance of common stock and warrants

    -       (24,983 )

Net cash provided by/(used in) financing activities of continuing operations

    112,660       (2,442,613 )

Net cash used in financing activities of discontinued operations

    (103,387 )     (129,237 )

Net cash provided by/(used in) financing activities

    9,273       (2,571,850 )

Net change in cash and cash equivalents

    358,697       769,591  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    1,145,633       151,766  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

    1,504,330       921,357  

Less: cash and cash equivalents classified as discontinued operations

    -       (150,293 )

CASH AND CASH EQUIVALENTS AT END OF PERIOD FROM CONTINUING OPERATIONS

  $ 1,504,330     $ 771,064  

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

For the Nine Months Ended December 31, 2021 and 2020

(unaudited)

 

   

Nine Months Ended December 31,

 
   

2021

   

2020

 

Cash paid for interest

  $ -     $ 241,014  

Cash paid for income tax

  $ -     $ -  
                 

Non-cash investing and financing transactions:

               

Note receivable from sale of Nevada subsidiaries

  $ 3,025,000     $ -  

Extinguishment of debt and accrued interest owed to the purchasers of Nevada subsidiaries and purchasers' affiliates

  $ 2,612,854     $ -  

Extinguishment of accrued management fees payable to purchaser of Nevada subsidiaries

  $ 850,000     $ -  

Depreciation capitalized in inventory (discontinued operations)

  $ 349,015     $ 417,616  

Patent drafting and filing costs capitalized in intangible assets

  $ 342,086     $ 45,100  

Accrued liabilities forgiven in connection with Wellcana letter agreement

  $ -     $ 172,500  

Brokerage fees for convertible notes

  $ 6,500     $ -  

Brokerage fees for warrant exercises

  $ 6,266     $ -  

Stock options issued as compensation for drafting and filing patent applications

  $ 28,800     $ 168,000  

Induced dividend from warrant exercises

  $ 163,017     $ 17,263  

Accrued interest capitalized in convertible note principal

  $ -     $ 223,094  

Beneficial conversion feature on notes payable

  $ -     $ 196,886  

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)

 For the Three Months Ended December 31, 2021 and 2020

(unaudited)

 

   

Shares

   

Amount

   

Additional Paid-In Capital

   

Accumulated Deficit

   

Total

 

Balance at September 30, 2021

    317,429,078     $ 31,743     $ 102,667,772     $ (105,237,521 )   $ (2,538,006 )
                                         

Adjustment to prior period warrant exercise

    6,666       1       (1 )     -       -  

Share based compensation expense

    -       -       15,167       -       15,167  

Net income

    -       -       -       4,325,537       4,325,537  

Balance at December 31, 2021

    317,435,744     $ 31,744     $ 102,682,938     $ (100,911,984 )   $ 1,802,698  

 

 

   

Shares

   

Amount

   

Additional Paid-In Capital

   

Accumulated Deficit

   

Total

 

Balance at September 30, 2020

    280,532,686     $ 28,054     $ 97,679,001     $ (100,056,626 )   $ (2,349,571 )
                                         

Exercise of warrants for stock, net of issuance costs

    3,286,767       328       88,415       -       88,743  

Share based compensation

    -       -       191,500       -       191,500  

Modification of employee options and warrants

    -       -       57,350       -       57,350  

Beneficial conversion feature on notes payable

    -       -       46,886       -       46,886  

Stock options issued as compensation for drafting and filing patents

    -       -       63,000       -       63,000  

Net loss

    -       -       -       (593,984 )     (593,984 )

Balance at December 31, 2020

    283,819,453     $ 28,382     $ 98,126,152     $ (100,650,610 )   $ (2,496,076 )

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 

GB SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)

For the Nine months ended December 31, 2021 and 2020

(unaudited)

 

   

Shares

   

Amount

   

Additional Paid-In Capital

   

Accumulated Deficit

   

Total

 

Balance at March 31, 2021

    315,340,411     $ 31,534     $ 102,380,770     $ (103,886,232 )   $ (1,473,928 )
                                         

Exercise of warrants for stock, net of issuance costs

    2,095,333       210       56,184       -       56,394  

Share based compensation expense

    -       -       54,167       -       54,167  

Stock options issued as compensation for drafting and filing patents

    -       -       28,800       -       28,800  

Inducement dividend from warrant exercises

    -       -       163,017       (163,017 )     -  

Net income

    -       -       -       3,137,265       3,137,265  

Balance at December 31, 2021

    317,435,744     $ 31,744     $ 102,682,938     $ (100,911,984 )   $ 1,802,698  

 

 

   

Shares

   

Amount

   

Additional Paid-In Capital

   

Accumulated Deficit

   

Total

 

Balance at March 31, 2020

    275,541,602     $ 27,554     $ 97,271,157     $ (97,387,205 )   $ (88,494 )
                                         

Exercise of warrants for stock, net of issuance costs

    8,277,851       828       223,996       -       224,824  

Share based compensation

    -       -       191,500       -       191,500  

Modification of employee options and warrants

    -       -       57,350       -       57,350  

Beneficial conversion feature on notes payable

    -       -       196,886       -       196,886  

Stock options issued as compensation for drafting and filing patents

    -       -       168,000       -       168,000  

Inducement dividend from warrant exercises

    -       -       17,263       (17,263 )     -  

Net loss

    -       -       -       (3,246,142 )     (3,246,142 )

Balance at December 31, 2020

    283,819,453     $ 28,382     $ 98,126,152     $ (100,650,610 )   $ (2,496,076 )

 

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements

 

 
8

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)
 

 

 

Note 1 – Background and Significant Accounting Policies 

 

GB Sciences, Inc. (“the Company”, “GB Sciences”, “we”, “us”, or “our”) is a plant-based research and biopharmaceutical drug development company whose goal is to create patented formulations of plant-inspired, minimum essential mixtures for the prescription drug market that target a variety of medical conditions. The Company is engaged in the research and development of plant-based medicines and plans to produce plant-inspired, minimum essential mixtures based on its portfolio of intellectual property.

 

Through its wholly owned Canadian subsidiary, GBS Global Biopharma, Inc. (“GBSGB”), the Company is engaged in the research and development of plant-inspired medicines, with virtual operations in North America and Europe. GBSGB’s assets include a portfolio of intellectual property containing both proprietary plant-inspired formulations and our AI-enabled drug discovery platform, as well as critical research contracts and key supplier arrangements. GBSGB’s intellectual property covers a range of medical conditions and five programs are in the pre-clinical animal stage of development including Parkinson’s disease ("PD"), chronic pain, COVID-related cytokine release syndrome, depression/anxiety, and cardiovascular therapeutic programs. GBSGB is assertively preparing its PD therapeutics for a first-in-human trial. Depending on the results of ongoing preclinical studies, the Company intends to move forward with clinical trials for its chronic pain and COVID-related cytokine release syndrome therapies after PD. GBSGB runs a lean drug development program and takes effort to minimize expenses, including personnel, overhead, and fixed capital expenses through strategic partnerships with Universities and Contract Research Organizations (“CROs”). GBSGB’s intellectual property portfolio includes five USPTO issued patents, fourteen USPTO nonprovisional patent applications pending in the US, and seven provisional patent applications in the US. In addition to the USPTO patents and patent applications, the company has filed 41 patent applications internationally to protect its proprietary technology and formulations. In October 2021, we filed the nonprovisional USPTO patent application to further protect aspects of our proprietary drug discovery engine, “Phytomedical Analytics for Research Optimization at Scale," or PhAROS™.

 

Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements of GB Sciences, Inc. have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending March 31, 2022. The balance sheet at March 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended March 31, 2021.

 

9

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Principles of Consolidation

 

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. All subsidiaries were wholly owned by the Company for the periods presented.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, inventory valuation and standard cost allocations, valuation of initial right-of-use assets and corresponding lease liabilities, valuation of beneficial conversion features in convertible debt, valuation of the assets and liabilities of discontinued operations, stock-based compensation expense, purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, litigation, other loss contingencies, and impairment of long lived assets.  These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates.

 

Reclassifications

 

Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. In particular, income tax expense and income tax payable have been separated from the comparative period amounts to conform to the current period presentation as income taxes payable from discontinued operations, as the result of the sale of the Company's Nevada operations. The reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company.

 

Discontinued Operations

 

See Note 3.

 

10

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Long-Lived Assets

 

We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. No indicators of impairment were identified by the Company as of December 31, 2021.

 

Inventory

 

We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Indirect costs, which primarily relate to the lease and operation costs of the Teco Facility, which are included in discontinued operations as of March 31, 2021, are allocated based on square footage of the facility used in the production of inventory. There is no remaining inventory on the Company's unaudited condensed consolidated balance sheet as of December 31, 2021, due to the sale and deconsolidation of the Nevada Subsidiairies (Note 9).

 

Beneficial Conversion Feature of Convertible Notes Payable

 

The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options and Emerging Issues Task Force (“EITF”) 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments”.  A beneficial conversion feature (“BCF”) exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The Company calculates the fair value of warrants issued with the convertible notes using the Black-Scholes valuation model and uses the same assumptions for valuing any employee options in accordance with ASC Topic 718 Compensation – Stock Compensation. The only difference is that the contractual life of the warrants is used.

 

The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.

 

Revenue Recognition

 

The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method.

 

The Company’s only material revenue source was part of discontinued operations prior to the sale of the Nevada Subsidiaries (Note 9), and was derived from sales of cannabis and cannabis products, distinct physical goods. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers contained only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance.

 

 

11

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

 

Because the Company previously operated in the State-licensed cannabis industry through its now-deconsolidated Nevada Subsidiaries, gross profits from those subsidiaries has is subject to the limitations of Internal Revenue Code Section 280E (“280E”) for U.S. income tax purposes. Under 280E, the Company is allowed to deduct expenses that are directly related to the production of its products, i.e. cost of goods sold, but is allowed no further deductions for ordinary and necessary business expenses from its gross profit. The Company believes that the deductions disallowed include the deduction of net operatign loss carryforwards ("NOLs"). The unused NOLs will continue to carry forward and may be used by the Company to offset future taxable income that is not subject to the limitations of 280E.

 

Earnings and loss per Share 

 

The Company’s basic earnings and loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company had 131,059,194 and 131,866,787 potentially dilutive common shares at December 31, 2021 and December 31, 2020, respectively. Potentially dilutive shares at December 31, 2020 were not included in the computation of diluted net loss per share for the three and nine months ended December 31, 2020, as their inclusion would have been antidilutive. Of the potentially dilutive shares at December 31, 2021, 106,174,448 and 104,447,872 were not included in the computation of  diluted EPS for the three and nine months ended December 31, 2021, respectively, as their inclusion would have been antidilutive. The computation of diluted EPS for the three and nine months ended December 31, 2021 is as follows:

 

 

   

For the Three Months Ended December 31, 2021

 

Diluted EPS Computation

 

Income
(Numerator)

   

Shares
(Denominator)

   

Per-Share
Amount

 
                         

Net income from continuing operations available to common stockholders

  $ 4,518,303                  

Plus: Income impact of assumed conversions

                       

Interest expense on convertible notes payable

    (159,442 )                

Effect of assumed conversions

    (159,442 )                

Income from continuing operations plus assumed conversions

    4,358,861                  

Net loss from discontinued operations available to common stockholders

    (192,766 )                

Net income available to common stockholders

  $ 4,166,095                  
                         

Weighted-average common shares outstanding

            317,435,744          

Plus: incremental shares from assumed conversions

                       

Warrants

            6,174,746          

Convertible notes payable

            18,710,000          

Dilutive potential common shares

            24,884,746          

Adjusted weighted-average shares

            342,320,490          
                         

Diluted EPS

                       

Net income from continuing operations

  $ 4,358,861       342,320,490     $ 0.01  

Net loss from discontinued operations

  $ (192,766 )     342,320,490     $ (0.00 )

Net income

  $ 4,166,095       342,320,490     $ 0.01  

 

 

12

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Earnings and loss per Share (continued)

 

   

For the Nine Months Ended December 31, 2021

 

Diluted EPS Computation

 

Income
(Numerator)

   

Shares
(Denominator)

   

Per-Share
Amount

 
                         

Net income from continuing operations available to common stockholders

  $ 3,461,855                  

Plus: Income impact of assumed conversions

                       

Interest expense on convertible notes payable

    (114,839 )                

Effect of assumed conversions

    (114,839 )                

Income from continuing operations plus assumed conversions

    3,347,016                  

Net loss from discontinued operations available to common stockholders

    (324,590 )                

Net income available to common stockholders

  $ 3,022,426                  
                         

Weighted-average common shares outstanding

            316,853,591          

Plus: incremental shares from assumed conversions

                       

Warrants

            7,695,439          

Options

            205,882          

Convertible notes payable

            18,710,000          

Dilutive potential common shares

            26,611,322          

Adjusted weighted-average shares

            343,464,913          
                         

Diluted EPS

                       

Net income from continuing operations

  $ 3,347,016       343,464,913     $ 0.01  

Net loss from discontinued operations

  $ (324,590 )     343,464,913     $ (0.00 )

Net income

  $ 3,022,426       343,464,913     $ 0.01  

 

 

Recent Accounting Pronouncements

 

Standards Not Yet Adopted

 

In May 2021, the FASB issued ASU No. 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for The Company's fiscal year beginning April 1, 2022. Early adoption is permitted. The Company is evaluating the impact of adopting ASU 2021-04 and does not expect the adoption of this ASU to materially impact its consolidated financial statements.

 

On June 16, 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The amendments in this ASU are effective for the Company's fiscal year beginning April 1, 2023. The Company is currently evaluating the impact of ASU 2016-13 on its financial statements.

 

In June 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. This ASU will be effective for the Company's fiscal year beginning April 1, 2024. Early adoption is permitted. The amendments in this update must be applied on either full retrospective basis or modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures, as well as the timing of adoption.

 

All other newly issued accounting pronouncements have been deemed either immaterial or not applicable.

 

13

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 
 

Note 2 – Going Concern

 

The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception, which have caused an accumulated deficit of $100,911,984 at December 31, 2021. The Company had a working capital deficit of $3,022,261 at December 31, 2021, including an income tax liability related to discontinued operations of $836,740, compared to a deficit of $5,054,593 at March 31, 2021, net of working capital of $1,201,488 classified as discontinued operations. In addition, the Company has consumed cash in its operating activities of $1,200,915 for the nine months ended December 31, 2021, including  $87,772 used by discontinued operations, compared to $1,253,180 used in operating activities, net of $21,098 provided by discontinued operations for the nine months ended December 31, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing.  There are no assurances that the Company will be successful in achieving its goals.

 

Furthermore, it is possible that the COVID-19 pandemic may have a significant impact on the Company's business. The pandemic presents a risk to the global economy, and it is possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financials and ability to continue as a going concern. Management has not been able to measure the potential future impact on the Company's financial statements and continues to monitor the impact of the pandemic closely, although the extent to which the COVID-19 outbreak will impact our operations, financing ability or future financial results is uncertain.

 

In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern.

 

14

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 

Note 3 – Discontinued Operations

 

Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. The Company has included its subsidiaries GB Sciences Nevada, LLC, GB Sciences Las Vegas, LLC, and GB Sciences Nopah, LLC (the "Nevada Subsidiaries") in discontinued operations due to the sale of the Company's Nevada cultivation and extraction facilities. The assets and liabilities of the Nevada Subsidiaries were deconsolidated at December 31, 2021 due to the completion of the sale on that date (Note 9).

 

The assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets as of December 31, 2021 and March 31, 2021 were as follows:

 

   

December 31, 2021

   

March 31, 2021

 
   

Continuing

   

Discontinued

   

Total

   

Continuing

   

Discontinued

   

Total

 

ASSETS

                                               

CURRENT ASSETS

                                               

Cash

  $ 1,504,330     $ -     $ 1,504,330     $ 793,040     $ 352,593     $ 1,145,633  

Accounts receivable, net

    -       -       -       -       400,175       400,175  

Inventory, net

    -       -       -       -       1,689,304       1,689,304  

Prepaid and other current assets

    112,347       -       112,347       256,251       52,492       308,743  

TOTAL CURRENT ASSETS

    1,616,677       -       1,616,677       1,049,291       2,494,564       3,543,855  
                                                 

Property and equipment, net

    -       -       -       25,022       4,876,247       4,901,269  

Intangible assets, net

    2,133,607       -       2,133,607       1,706,762       571,264       2,278,026  

Note receivable

    3,025,000       -       3,025,000       -       -       -  

Deposits and other noncurrent assets

    -       -       -       -       82,904       82,904  
                                                 

TOTAL ASSETS

  $ 6,775,284     $ -     $ 6,775,284     $ 2,781,075     $ 8,024,979     $ 10,806,054  
                                                 

LIABILITIES

                                               

CURRENT LIABILITIES

                                               

Accounts payable

  $ 1,735,905     $ -     $ 1,735,905     $ 1,412,459     $ 509,477     $ 1,921,936  

Accrued interest

    370,038       -       370,038       493,741       49,211       542,952  

Accrued expenses

    102,774       -       102,774       957,946       105,421       1,063,367  

Notes payable, net

    1,508,568       -       1,508,568       3,594,804       485,000       4,079,804  

Indebtedness to related parties

    84,913       -       84,913       84,913       -       84,913  

Income taxes payable

    -       836,740       836,740       -       761,509       761,509  

Finance lease obligations, current

    -       -       -       -       143,967       143,967  

TOTAL CURRENT LIABILITIES

    3,802,198       836,740       4,638,938       6,543,863       2,054,585       8,598,448  
                                                 

Convertible notes payable

    333,648       -       333,648       292,410       -       292,410  

Finance lease obligations, long term

    -       -       -       -       3,389,124       3,389,124  
                                                 

TOTAL LIABILITIES

  $ 4,135,846     $ 836,740     $ 4,972,586     $ 6,836,273     $ 5,443,709     $ 12,279,982  

 

15

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Discontinued Operations - Revenues and Expenses

 

The revenues and expenses associated with discontinued operations included in our condensed consolidated statements of operations for the three and nine months ended December 31, 2021 and 2020 were as follows:

 

   

For the Three Months Ended December 31,

 
   

2021

   

2020

 
   

Continuing

   

Discontinued

   

Total

   

Continuing

   

Discontinued

   

Total

 

Sales revenue

  $ -     $ 811,231     $ 811,231     $ -     $ 1,015,464     $ 1,015,464  

Cost of goods sold

    -       (832,668 )     (832,668 )     -       (596,362 )     (596,362 )

Gross profit/(loss)

    -       (21,437 )     (21,437 )     -       419,102       419,102  

General and administrative expenses

    512,788       71,648       584,436       670,311       77,064       747,375  

INCOME/(LOSS) FROM OPERATIONS

    (512,788 )     (93,085 )     (605,873 )     (670,311 )     342,038       (328,273 )

OTHER INCOME/(EXPENSE)

                                               

Interest expense

    (159,478 )     (99,681 )     (259,159 )     (167,120 )     (113,241 )     (280,361 )

Gain on extinguishment

    -       -       -       467,872       -       467,872  

Gain on deconsolidation

    5,206,208       -       5,206,208       -       -       -  

Gain on settlement of accounts payable

    -       -       -       372,415       15,972       388,387  

Loss on amendment to line of credit

    -       -       -       (650,000 )     -       (650,000 )

Other income/(expense)

    (15,639 )     -       (15,639 )     17,523       (2,442 )     15,081  

Total other income/(expense)

    5,031,091       (99,681 )     4,931,410       40,690       (99,711 )     (59,021 )

INCOME/(LOSS) BEFORE INCOME TAXES

    4,518,303       (192,766 )     4,325,537       (629,621 )     242,327       (387,294 )

Income tax expense

    -       -       -       -       (206,690 )     (206,690 )

NET INCOME/(LOSS)

  $ 4,518,303     $ (192,766 )   $ 4,325,537     $ (629,621 )   $ 35,637     $ (593,984 )

 

   

For the Nine Months Ended December 31,

 
   

2021

   

2020

 
   

Continuing

   

Discontinued

   

Total

   

Continuing

   

Discontinued

   

Total

 

Sales revenue

  $ -     $ 3,369,812     $ 3,369,812     $ -     $ 2,830,932     $ 2,830,932  

Cost of goods sold

    -       (3,072,622 )     (3,072,622 )     -       (1,947,225 )     (1,947,225 )

Gross profit

    -       297,190       297,190       -       883,707       883,707  

General and administrative expenses

    1,417,738       264,515       1,682,253       1,677,482       447,885       2,125,367  

INCOME/(LOSS) FROM OPERATIONS

    (1,417,738 )     32,675       (1,385,063 )     (1,677,482 )     435,822       (1,241,660 )

OTHER INCOME/(EXPENSE)

                                               

Interest expense

    (319,976 )     (302,924 )     (622,900 )     (1,249,994 )     (374,383 )     (1,624,377 )

Gain on extinguishment

    -       -       -       467,872       -       467,872  

Gain on deconsolidation

    5,206,208       -       5,206,208       -       -       -  

Gain on settlement of accounts payable

    -       -       -       372,415       15,972       388,387  

Loss on amendment to line of credit

    -       -       -       (650,000 )     -       (650,000 )

Debt default penalty

    -       -       -       (286,059 )     -       (286,059 )

Other income/(expense)

    (6,639 )     20,890       14,251       14,149       (79,890 )     (65,741 )

Total other income/(expense)

    4,879,593       (282,034 )     4,597,559       (1,331,617 )     (438,301 )     (1,769,918 )

INCOME/(LOSS) BEFORE INCOME TAXES

    3,461,855       (249,359 )     3,212,496       (3,009,099 )     (2,479 )     (3,011,578 )

Income tax expense

    -       (75,231 )     (75,231 )     -       (234,564 )     (234,564 )

NET INCOME/(LOSS)

  $ 3,461,855     $ (324,590 )   $ 3,137,265     $ (3,009,099 )   $ (237,043 )   $ (3,246,142 )

 

16

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Discontinued Operations - Inventory

 

Raw materials consist of supplies, materials, and consumables used in the cultivation and extraction processes. Work-in-progress includes live plants and cannabis in the drying, curing, and trimming processes. Finished goods includes completed cannabis flower, trim, and extracts in bulk and packaged forms. Inventory is included in current assets from discontinued operations in the Company's March 31, 2021 balance sheet. There is no remaining inventory at December 31, 2021, due to the completion of the sale of the Nevada Subsidiaries (Note 9).

 

   

March 31, 2021

 
         

Raw materials

  $ 86,076  

Work in progress

    743,844  

Finished goods

    866,195  

Subtotal

    1,696,115  

Allowance to reduce inventory to net realizable value

    (6,811 )

Total inventory, net

  $ 1,689,304  

 

17

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Discontinued Operations - Leases

 

The Company evaluates all finance and operating leases, and they are measured on the balance sheet with a lease liability and right-of-use asset (“ROU”) at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. Lease terms include options to extend when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available.

 

The Company's only remaining lease commitment was a finance lease for the Nevada Subsidiaries, which is classified as discontinued operations in the Company's unaudited condensed consolidated balance sheet at March 31, 2021. This lease had a remaining non-cancelable term ending December 31, 2025 with an option to extend through December 31, 2030. The rate used to discount this lease was 11.5%.

 

Finance leases are included in property and equipment (long term assets from discontinued operations), finance lease obligations, short term (current liabilities from discontinued operations), and finance lease obligations, long term (long term liabilities from discontinued operations), on the balance sheet as of March 31, 2021.

 

During the nine months ended December 31, 2021, finance lease costs included in discontinued operations were $417,820, of which $301,796 represents interest expense and $116,024 represents amortization of the right-of-use asset, which is inculded in inventory and cost of goods sold. The right-of-use asset and lease liability were deconsolidated at December 31, 2021 due to the close of the sale of the Nevada Subsidiaries (Note 9).

 

18

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Discontinued Operations - 8% Line of Credit dated November 27, 2019

 

In connection with the Binding Letter of Intent dated November 27, 2019 (Note 9), the Teco Subsidiaries entered into a promissory note and line of credit for up to $470,000 from the purchaser of the membership interests in the Teco Subsidiaries. The purpose of the line of credit was to supply working capital for the Teco Subsidiaries, and the note matures upon the close of the sale of the Teco Subsidiaries. The principal and accrued interest balances outstanding at the time of closing will be considered paid in full upon closing and will not reduce the purchase price received by GB Sciences. In total, the Teco Subsidiaries received $485,000 in advances under the line of credit, reflecting an informal agreement with the lender to increase the line of credit by $15,000. On December 29, 2020, the Company entered into the Omnibus Amendment with the purchaser of the Teco Facility, which provided that no further interest would accrue on the line of credit after November 30, 2020. The balance of the line of credit was $485,000 at December 31, 2021 and accrued interest was $49,211, prior to deconsolidation. The note and related interest expense are included in current liabilities from discontinued operations and loss from discontinued operations on the Company's March 31, 2021 balance sheet.

 

 

Note 4  – Notes Payable and Line of Credit

 

0% Note Payable dated October 23, 2017

 

On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. The present value of the note was $521,067 on the date of its issuance based on an imputed interest rate of 20.3% and the Company recorded a discount on notes payable of $178,933 related to the difference between the face value and present value of the note.

 

On August 10, 2020, the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") for the sale of its interest in GB Sciences Nopah, LLC. The Nopah sale was closed December 31, 2021 after successful transfer of the Nevada Medical Marijuana Cultivation Facility Registration Certificate on December 14, 2021 (Note 9). At close, the principal balance of the note was reduced from $369,445 to $190,272 and accounts payable totaling $74,647 to an affiliate of the purchaser were extinguished. The Nopah MIPA extended the maturity date of the note to July 31, 2021. As that date has passed prior to the close of the Nopah sale, the Company is currently negotiating terms of an extension to the note with the note holder.

 

19

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

8% Line of Credit dated July 24, 2020

 

On July 24, 2020, the Company entered into the Loan Agreement, 8% Secured Promissory Note, and Security Agreement (together, the "July 24 Note") with AJE Management, LLC, which established a revolving loan of up to $500,000 that the Company may draw on from time to time. The loan was collateralized by the Teco Facility, subject to the pre-existing lien held by CSW Ventures, L.P. in connection with the 8% Senior Secured Convertible Promissory Note dated February 28, 2019. Contemporaneously with the Loan Agreement, the Company and AJE Management entered into the Amendment to the Membership Interest Purchase Agreement with AJE Management. The amendment provides that any balances outstanding under the July 24 Note at the time of the close of the sale of the Teco Facility would be forgiven in exchange for a reduction to the $4,000,000 note receivable that the Company will receive as consideration for the sale of the Teco Facility. The reduction to the note receivable would be equal to 3 times the balance outstanding under the July 24 Note on the date of the close of the sale of the Teco Facility. The balance outstanding under the note plus accrued interest were permitted to be repaid at any time prior to the close of the sale of the Teco facility (Note 9).

 

On December 29, 2020, the Company entered into the Omnibus Amendment with the purchaser of the Teco Facility. The Omnibus Amendment reduced the amount of the note receivable that the Company was to receive from the sale of the Teco Facility by $975,000 (three times $325,000 in advances made under the July 24 Note) to $3,025,000. Any advances made to the Company under the July 24 Note in excess of $325,000 were to reduce the amount of cash received upon close of the sale of Teco one-for-one, i.e., such advances would be considered advance payments of the $4,000,000 cash purchase price. No interest would accrue after November 30, 2020. The Company also agreed that it would not repay the balances outstanding under the July 24 Note prior to the closing of the Teco sale. As a result of the Omnibus Amendment, the Company accrued a modification expense of $650,000 during the year ended March 31, 2021. Prior to December 31, 2021, the Company received $50,000 in additional advances above $325,000 during the fiscal year ended March 31, 2021, bringing the total balance to $1,025,000, and accrued interest was $12,510. Upon close of the Teco sale on December 31, 2021, the note and accrued interest balances were forgiven and the Company has no further obligations related to the line of credit (Note 9).

 

20

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

Summary of Notes and Convertible Notes Payable

 

As of December 31, 2021, the following notes payable were recorded in the Company’s consolidated balance sheet:

 

   

As of December 31, 2021

 

Short-Term Notes Payable

 

Face Value

   

Discount

   

Carrying Value

 

0% Note Payable dated October 23, 2017 (Note 4)

  $ 190,272     $ -     $ 190,272  

6% Convertible promissory notes payable (Note 5)

    1,060,000       -       1,060,000  

6% Convertible notes payable issued December 2020 through July 2021 (Note 5)

    375,000       (116,704 )     258,296  

Total short-term notes payable

    1,625,272       (116,704 )     1,508,568  

Long-Term Notes Payable

                       

6% Convertible promissory notes payable due September 30, 2023 (Note 5)

    197,000       (29,997 )     167,003  

6% Convertible notes payable due December 31, 2023 (Note 5)

    250,000       (83,355 )     166,645  

Total long-term notes payable

  $ 447,000     $ (113,352 )   $ 333,648  

 

21

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 

Note 5 – Convertible Notes

 

March 2017 and July 2017 Convertible Note Offerings

 

In March 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.60 per share for the period of three years. Between March 2017 and May 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $2,000,000. The Notes are payable within three years of issuance and are convertible into 8,000,000 shares of the Company’s common stock. The Company also issued 8,000,000 common stock warrants to the Noteholders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of three years. The Company recorded an aggregate discount on convertible notes of $1,933,693, which included $904,690 related to the relative fair value of beneficial conversion features and $1,029,003 for the relative fair value of the warrants issued with each note. The fair value of warrants was derived using the Black-Scholes valuation model.

 

In July 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years. Between July 2017 and December 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $7,201,000. The Notes are payable within three years of issuance and are convertible into 28,804,000 shares of the Company’s common stock. The Company also issued 28,804,000 common stock warrants to the Note holders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of three years. The Company recorded an aggregate discount on convertible notes of $7,092,796, which included $3,142,605 related to the relative fair value of beneficial conversion features and $3,950,191 for the relative fair value of the warrants issued with each note. The fair value of warrants was derived using the Black-Scholes valuation model.

 

During fiscal year 2018, notes having a total face value of $7,944,000 were converted into the Company's common stock. At December 31, 2021, notes having a face value of  $1,257,000 remained outstanding.

 

All remaining unconverted notes from the March and July 2017 offerings have passed their maturity dates. During the year ended March 31, 2021, the Company agreed to extensions with the holders of a total of $197,000 of the $1,257,000 that remains outstanding. For the $197,000 of extended notes, the Company agreed to reduce the conversion price to $0.10 per share and issued a total of 788,000 additional warrants to the holders of the notes with a term of three years and an exercise price of $0.10 per share. In exchange, the maturity date of the notes was extended to September 30, 2023. Using the Black-Scholes model, the Company valued the warrants at $13,396 and the change in the fair value of the conversion feature at $33,490. Because the change in the fair value of the conversion feature exceeded 10% of the carrying amount of the notes, the Company accounted for the modification of the notes as an extinguishment and recorded a discount on the new convertible notes of $46,886 related to the fair value of the new warrants and the change in the fair value of the conversion feature. The Company recorded interest expense of $19,470 on the new notes during the nine months ended December 31, 2021, of which $10,564 represented amortization of the note discounts. Accrued interest on the $197,000 extended notes is $53,238 at December 31, 2021, which includes $38,438 accrued prior to the extinguishments.

 

Three convertible notes totaling $1,060,000 held by the same investor are past maturity and are currently in default. The Company is negotiating the terms of an extension with the note holder. The notes do not provide for a default penalty or penalty interest rate. Interest expense during the nine months ended December 31, 2021 was $47,918 and there is no remaining unamortized discount. Accrued interest on the $1,060,000 notes was $276,191 at December 31, 2021.

 

22

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

8% Senior Secured Convertible Promissory Note dated February 28, 2019

 

On February 28, 2019, the Company issued a $1,500,000 8% Senior Secured Convertible Promissory Note and entered into the Note Purchase Agreement and Security Agreement with CSW Ventures, L.P. (together, “CSW Note”). The note matured on August 28, 2020, and was convertible at any time until maturity into 8,823,529 shares of the Company’s common stock at $0.17 per share. Collateral pledged as security for the note includes all of the Company’s 100% membership interests in GB Sciences, Nevada, LLC and GB Sciences Las Vegas, LLC, which together represent substantially all of the Company’s cannabis cultivation and production operations and assets located at the Teco facility in Las Vegas, Nevada.

 

On December 29, 2020, the Company entered into the Omnibus Amendment, and the note holder agreed to cease interest accrual on the CSW Note after November 30, 2020. After conversions, the remaining principal balance and carrying amount of the note was $1,111,863 as of December 31, 2021. Accrued interest was $144,994.

 

Upon close of the Teco sale on December 31, 2021, the note and accrued interest balances were extinguished in exchange for a reduction of 110% of the balances of accrued interest and principal outstanding to the $4 million cash payment (Note 9). The 10% increase to the balances owed under the note totaled $125,686, and the Company recorded the amount as a reduction to the gain on deconsolidation.

 

8% Convertible Promissory Note dated April 23, 2019

 

On April 23, 2019, the Company entered into the Note Purchase Agreement with Iliad Research and Trading, L.P. ("Iliad") and issued an 8% Convertible Promissory Note with a face value of $2,765,000. The Note was issued with original issue discount of $265,000 and is convertible into shares of the Company’s common stock at a price of $0.17 per share at the option of the note holder at any time until the Note is repaid. The Note matured on April 22, 2020. A total discount of $440,000 was recorded on the note, which includes $265,000 of original issue discount and $175,000 in fees paid to brokers.

 

During the year ended March 31, 2020, the Company honored the conversion of a total of a total of $125,000 of accrued interest on the Iliad Note at reduced conversion rates. On October 30, 2019, the Company received notice of the conversion of $75,000 at $0.06 per share and issued 1,250,000 shares of its common stock. The fair value of the shares issued exceeded the fair value of the shares issuable under the original terms of the Note by $64,706, and the Company recorded an induced conversion expense. On November 18, 2019, the Company received notice of the conversion of $50,000 of the note balance at $0.0375 per share and issued 1,333,333 shares of its common stock.

 

On April 22, 2020, the Company failed to make payment of the principal and accrued interest due under the Iliad Note, resulting in a default. Upon the occurrence of the default, the principal and accrued interest balances outstanding increased by 10%. As the result of the default, Company recorded an expense of $9,559 related to a 10% increase in the accrued interest balance and $276,500 related to the 10% increase in the principal balance, totaling $286,059 which is recorded as debt default penalty on the unaudited statements of operations for the six months ended September 30, 2020.

 

On May 20, 2020, Iliad filed a lawsuit against the Company in the Third Judicial District Court of Salt Lake County in the State of Utah demanding repayment of the note. The lawsuit further sought to compel the Company to participate in arbitration pursuant to the arbitration provisions contained within the Note Purchase Agreement and to prohibit the Company to raise funds through the issuance of its common stock unless the note is paid in full simultaneously with such issuance. On July 14, 2020, the Court entered judgment in favor of Iliad in the amount of $3,264,594 plus reasonable attorney's fees and costs and accrued post-judgment interest at the default rate of 15% per annum.

 

On November 20, 2020, the Company, Iliad, and Wellcana Plus, LLC entered into the Judgment Settlement Agreement, whereby Iliad agreed to discharge all amounts owed to it by the Company upon receipt of payment totaling $3,006,015 directly from the proceeds of the Wellcana Note Receivable on or before December 8, 2020. On December 8, 2020, Wellcana failed to make payment to the Company. On December 9, 2020, the Company entered into a letter agreement with Iliad extending the Judgment Settlement agreement in exchange for payment of $25,000 plus $25,000 per week until the payment totaling $3,006,015 is received by Iliad, with such payments not reducing the amount owed under the Judgment Settlement Agreement. On December 16, 2020, Wellcana made payment of the full amount owed to the Company, of which $3,006,015 was paid directly to Iliad in full satisfaction of the Judgment Settlement Agreement. On December 18, 2020, Iliad filed a Satisfaction of Judgment in the Third Judicial District Court of Salt Lake County in the State of Utah, and the lawsuit was dismissed. The Company has no further obligations to Iliad.

 

23

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

December 2020 $625,000 6% Convertible Note Offering

 

On December 18, 2020, the Company began an offering of 6.0% convertible notes for the purpose of funding a pre-clinical study of the Company's patent-pending Cannabinoid-Containing Complex Mixtures for the treatment of Cytokine Release Syndromes, including Acute Respiratory Distress Syndrome, in COVID-19 patients. The Company pledged the related intellectual property as security for the notes. The notes are convertible at a rate of $0.05 per share at the lender's request. To date, the Company has issued $625,000 in convertible notes under the offering to three investors. $375,000 of the notes mature between January 31, 2021 and July 1, 2022, and $250,000 mature in December 2023. Payment of accrued interest and principal is due at maturity. The Company received cash of $543,750, net of brokerage fees, and recorded discounts on the convertible notes totaling $81,250 related to the issuance costs. Notes totaling $425,000 were issued with in-the-money conversion features, and the Company recorded beneficial conversion feature discounts totaling $347,000 on the related notes. During the nine months ended December 31, 2021, the Company received $50,000 related to the note offering and recorded a discount on convertible notes payable of $6,500 related to issuance costs which were accrued but unpaid as of December 31, 2021.

 

At December 31, 2021, notes with a carrying amount of $258,296 were included in short term notes and convertible notes payable, net of unamortized discounts of $(116,704). Notes with a carrying amount of $166,645 were included in long term notes and convertible notes payable, net of unamortized discounts of $(83,355). Interest expense related to the notes was $244,471 for the nine months ended December 31, 2021, which includes $216,974 from amortization of the note discounts.

 

 

 

Note 6 – Capital Transactions

 

Sale of Common Stock and Exercise of Warrants

 

On April 1, 2020, the Company entered into the Advisory Agreement with its brokers and effected a temporary decrease in the exercise price of the Company's outstanding warrants to $0.03-$.05 per share. On July 18, 2021, the Company entered into an amendment to the Advisory Agreement extending the temporary decrease through September 30, 2021 and agreed that each exercising warrant holder will receive an equal number of replacement warrants to purchase one share of the Company's common stock at $0.10 for three years. During the nine months ended December 31, 2021,the Company received notice of the exercise of 2,095,333 warrants at $0.03 per share and received proceeds of $56,394, net of brokerage fees of $6,266. As the result of the exercises, the Company recorded an inducement dividend of $163,017, which includes $62,660 related to the intrinsic value of the exercised warrants at the dates of exercise and $100,357 related to the Black-Scholes fair value of the 2,088,667 replacement warrants issued to the exercising investors.

 

During the nine months ended December 31, 2021, the Company issued 600,000 options to purchase one share of common stock at $0.05 per share for ten years to a researcher as compensation for drafting and filing six provisional USPTO patent applications related to the Company's PhAROS platform. The options were valued at $0.048 per share using the Black-Scholes model, and the Company recorded an addition of $28,800 to the related patent assets and equity.

 

During the nine months ended December 31, 2021, the Company recorded $54,167 expense related to unvested employee options issued in prior periods. Remaining unrecognized compensation expense related to the options was $28,833 at December 31, 2021.

 

24

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 

Note 7 – Commitments and Contingencies

 

On April 22, 2020, the Company failed to repay any of the outstanding balance of the Convertible Promissory Note Payable to Iliad Research and Trading, L.P., resulting in a default. On May 20, 2020, Iliad filed a lawsuit against the Company in the Third Judicial District Court of Salt Lake County in the State of Utah demanding repayment of the note. On July 14, 2020, the Court entered judgment in favor of Iliad in the amount of $3,264,594. The Company's obligation to Iliad was satisfied in full on December 16, 2020 upon payment of $3,006,015 pursuant to the Judgment Settlement Agreement (Note 5).

 

On April 22, 2020, the Company was served notice of a lawsuit filed in the Eighth Judicial District Court in Clark County, Nevada, filed by a contractor who had been hired to perform architectural and design services. The lawsuit demanded payment of $73,050 for the services provided. On September 17, 2020, the Company entered into a Mutual Compromise, Settlement, and Release Agreement with the contractor and made payment of $25,000 in full satisfaction of the alleged debt and reduced the cost of the related fixed asset by $48,050.

 

From time to time, the Company may become involved in certain legal proceedings and claims which arise in the ordinary course of business. In management’s opinion, based on consultations with outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available, if management should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, the Company would record a reserve for the claim in question. If and when the Company records such a reserve, it could be material and could adversely impact its results of operations, financial condition, and cash flows.

 

 

Note 8 – Related Party Transactions

 

As of December 31, 2021 the Company was indebted to executive officers for unpaid compensation totaling $84,913, which is presented as indebtedness to related parties in the accompanying unaudited condensed consolidated balance sheet.

 

25

GB SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
(unaudited)

 

 

Note 9 – Sale of Membership Interests in Nevada Subsidiaries

 

On March 24, 2020, the Company entered into the Membership Interest Purchase Agreement ("Teco MIPA") with AJE Management, LLC. Pursuant to the Teco MIPA, the Company agreed to sell 100% of its membership interests in GB Sciences Nevada, LLC, and GB Sciences Las Vegas, LLC (the "Teco Subsidiaries") for approximately $8 million, which amount includes a cash payment at closing, the extinguishment and/or repayments of certain liabilities owed to the purchaser and affiliates of the purchaser, and an 8% promissory note.

 

On August 10, 2020, the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") and Promissory Note Modification Agreement with 483 Management, LLC. Pursuant to the Nopah MIPA, the Company agreed to sell its 100% membership interest in GB Sciences Nopah, LLC ("Nopah"), which holds a Nevada medical marijuana cultivation certificate. As consideration, the Company would receive $312,315 in consideration in the form of a $237,668 reduction to the outstanding principal and accrued interest balances of the 0% Note payable dated October 23, 2017 (Note 4), and extinguishment of accounts payable of $74,647, which were owed to an affiliate of the purchaser.

 

The closing of the Teco and Nopah sales was contingent upon the successful transfer of the Nevada cultivation and production licenses. On December 14, 2021, the Company received approval from the Nevada Cannabis Compliance Board for the transfer of cannabis cultivation and extraction licenses held by its subsidiaries GB Sciences Nevada, LLC, GB Sciences Las Vegas, LLC, and GB Sciences Nopah, LLC (the "Nevada Subsidiaries"). Consequently, all conditions to closing the sales of the 100% membership interests in the Nevada Subsidiaries were satisfied, and the transactions formally closed on December 31, 2021. After the closing date, the Company retains no ownership interest in the Nevada Subsidiaries.

 

As consideration for the membership interests, the Company received cash payments of $1,648,772 (including $400,000 in advance payments received during the nine months ended December 31, 2021), the extinguishment $3,588,540 of debt and current liabilities owed to affiliates of the purchaser, and a $3,025,000 8% note receivable. The note receivable is payable as quarterly, interest only payments of $60,500 for the first year, followed by seven quarterly payments of interest and principal of $201,774 beginning March 31, 2023, with a final payment of principal and interest totaling $2,014,225 on December 31, 2024.

 

As the result of sale of the Nevada Subsidiaries, the Company recorded a gain on deconsolidation of $5,206,208, calculated as follows:

 

 

         
   

December 31, 2021

 

Cash payments received, including advancements of $400,000

  $ 1,648,772  

8% Note Receivable due December 31, 2024

    3,025,000  

Extinguishment of debt and accrued interest due to purchasers and purchasers' affiliates

    2,612,854  

Extinguishment of accrued management fees due to purchaser

    850,000  

Total consideration

    8,136,626  
         

Carrying amount of assets

    7,130,159  

Carrying amount of liabilities

    (4,199,741 )

Net assets deconsolidated

    2,930,418  

GAIN ON DECONSOLIDATION

  $ 5,206,208  

 

As the result of the sale, the income, assets, and cash flows of GB Sciences Nevada, LLC, GB Sciences Las Vegas, LLC, and GB Sciences Nopah, LLC have been reclassified as discontinued operations for all periods presented in the Company's consolidated financial statements prior to the sale.

 

 

Note 10 – Subsequent Events

 

On January 14, 2022, the Company made a payment of $500,000 toward the $1,060,000 principal balance outstanding under the 2017 6% convertible note offerings (Note 5).

 

On January 20, 2022, the Company repaid all of the deferred compensation totaling $84,913 owed to officers and directors of the Company.

 

 

 

 

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts” or “continue” , which list is not meant to be all-inclusive and other such negative terms and comparable technology.  These forward-looking statements, include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include among other things: (1)product demand, market and customer acceptance of GB Sciences products, equipment and other goods, (ii) ability to obtain financing to expand its operations, (iii) ability to attract qualified personnel, (iv)competition pricing and development difficulties, (v) general industry and market conditions and growth rates, unexpected natural disasters, and other factors, which we have little or no control: and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

 

The following discussion highlights the Company’s results of operations and the principal factors that have affected our financial condition, as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis is based on the Company’s unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

 

Overview

 

GB Sciences, Inc. (“the Company”, “GB Sciences”, “we”, “us”, or “our”) is a plant-based research and biopharmaceutical drug development company whose goal is to create patented formulations of plant-inspired, minimum essential mixtures for the prescription drug market that target a variety of medical conditions. The Company is engaged in the research and development of plant-based medicines and plans to produce plant-inspired, minimum essential mixtures based on its portfolio of intellectual property.

 

Through its wholly owned Canadian subsidiary, GBS Global Biopharma, Inc. (“GBSGB”), the Company is engaged in the research and development of plant-inspired medicines, with virtual operations in North America and Europe. GBSGB’s assets include a portfolio of intellectual property containing both proprietary plant-inspired formulations and our AI-enabled drug discovery platform, as well as critical research contracts and key supplier arrangements. GBSGB’s intellectual property covers a range of medical conditions and five programs are in the pre-clinical animal stage of development including Parkinson’s disease ("PD"), chronic pain, COVID-related cytokine release syndrome, depression/anxiety, and cardiovascular therapeutic programs. GBSGB is assertively preparing its PD therapeutics for a first-in-human trial. Depending on the results of ongoing preclinical studies, the Company intends to move forward with clinical trials for its chronic pain and COVID-related cytokine release syndrome therapies after PD. GBSGB runs a lean drug development program and takes effort to minimize expenses, including personnel, overhead, and fixed capital expenses through strategic partnerships with Universities and Contract Research Organizations (“CROs”). GBSGB’s intellectual property portfolio includes five USPTO issued patents, fourteen USPTO nonprovisional patent applications pending in the US, and seven provisional patent applications in the US. In addition to the USPTO patents and patent applications, the company has filed 41 patent applications internationally to protect its proprietary technology and formulations. In October 2021, we filed the nonprovisional USPTO patent application to further protect aspects of our proprietary drug discovery engine, “Phytomedical Analytics for Research Optimization at Scale," or PhAROS™.

 

We were incorporated in the State of Delaware on April 4, 2001, under the name “Flagstick Venture, Inc.” On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing our then name “Signature Exploration and Production Corp.” as our business model had changed.

 

On April 4, 2014, we changed our name from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval, and the Company’s name was changed from Growblox Sciences, Inc. to GB Sciences, Inc.

 

Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from 250,000,000 to 400,000,000. Effective August 15, 2019, Shareholders of the Company approved an increase in authorized capital shares from 400,000,000 to 600,000,000.

 

 

Plan of Operation

 

Drug Discovery and Development of Novel Cannabis-Based Therapies 

 

Through its wholly owned Canadian subsidiary, GBS Global Biopharma, Inc. ("GBSGB"), the Company has conducted ground-breaking research embracing the rational design of plant-based medicines led by Dr. Andrea Small-Howard, the Company’s Chief Science Officer and Director, and Dr. Helen Turner, Vice President of Innovation and Dean of the Natural Sciences and Mathematics Department at Chaminade University.  Small-Howard and Turner posited that minimum essential mixtures of plant-based ingredients would provide more targeted and effective treatments for specific disease conditions than either single ingredient or whole plant formulations. They developed a rapid screening and assaying system which tested thousands of combinations of cannabinoids and terpenes in vitro against cell-based models of disease.  This process identified precise mixtures of cannabinoids and terpenes, many of which contained no THC, to treat categories of disease conditions, including neurological disorders, inflammation, heart disease, metabolic syndrome, chronic and neuropathic pain. 

 

GBSGB’s drug discovery engine involves both high throughput screening of cell models of disease and a data analytics/machine learning tool to expedite drug discovery. Initially, GBSGB explored the potential medical uses of specific mixtures derived from cannabis-based raw materials, but these tools are also effective for investigating the medical applications of complex therapeutic mixtures from any plant-derived starting material. In 2014, GBSGB developed its first rapid screening and assaying system which tested thousands of combinations of cannabinoids and terpenes against cell-based models of diseases. This process has been refined over the years and now has identified precise mixtures of cannabinoids and terpenes, many of which contained no THC, to treat categories of disease conditions, including neurological disorders, inflammation, heart disease, metabolic syndrome, chronic and neuropathic pain. GBSGB has filed for patent protection on these plant-inspired, minimum essential mixtures, and they are testing them in disease-specific animal models in preparation for human trials.

 

GBSGB’s drug discovery process combines: 1) HTS: high throughput screening of tens of thousands of combinations of compounds derived from plants in well-established cellular models of diseases, and 2) PhAROS™: Phytomedical Analytics for Research Optimization at Scale for the prediction of minimum essential mixtures from plant-based materials. This combined approach to drug discovery increases research efficiency and accuracy reducing the time from ideation to patenting from 7 years to 1.5 years. Screening of plant-based mixtures for drug discovery involves the testing of specific combinations of plant chemicals from many naturally occurring plants and the use of live models for these diseases that have been well established by other researchers. First, the Company finds plant materials that show some therapeutic activity, and then refines these natural mixtures to optimize their effectiveness in cellular assays by removing compounds that do not act synergistically with the others in the mixtures. The goal is to identify minimum essential mixtures (MEM) that retain the efficacy of the whole plant extracts, but with the manufacturing and quality control advantages of single ingredient pharmaceutical products. The Company also use its PhAROS™ Platform to prioritize and eliminate some potential combinations, which reduces the time in the discovery period. PhAROS™ can also be used to identify and predict the efficacy of plant-derived, minimum essential mixtures for specific diseases in silico, which are then tested in cell and animal models.

 

In October of 2021, GBSGB began its first preclinical animal trial of non-cannabis-based formulations that were discovered and pre-validated using our PhAROS™ drug discovery platform. The National Research Council of Canada (“NRC”) will test GBSGB’ proprietary, psychotropic plant-based formulas for the treatment of depression and anxiety. For these novel psychotropic drug candidates, the GBSGB research team used the PhAROS™ platform to identify new ingredients to improve upon an initial formulation for anxiety based on traditional medicine. The original plant mixture was derived from the kava plant, but some elements of kava are thought to cause liver toxicity. PhAROS™ identified ingredients from the Piper plant family as a substitute for the functionality of the ingredients in question without the potentially adverse safety profiles of those original ingredients. The Piper plant family includes pepper plants that are used worldwide in traditional medicines. GBSGB’s new psychotropic formulations are currently in preclinical trials at the Zebrafish Toxicology, Genomics and Neurobiology Lab at the NRC, led by Dr. Lee Ellis, Research Officer and Team Lead. The ongoing work between the NRC and GBSGB has produced strong and applicable data for the evaluation of its therapies, and this trial could provide novel treatment options for patients with depression and anxiety.

 

The U.S. Patent and Trademark Office allows complex mixtures to be claimed as Active Pharmaceutical Ingredients ("APIs"). GBSGB has five issued patents, plus a series of pending patents containing plant-derived complex mixtures and minimum essential mixtures that act as therapeutic agents for specific disease categories, as described below. GBSGB’s pending patents are protected whether the individual compounds are derived from the cannabis plant, another plant, synthetically produced, or derived from a combination of sources for the individual chemical compounds in these mixtures.

 

 

Drug Development Progress

 

GBS Global Biopharma, Inc. has made significant strides in the past year with respect to both its drug discovery research and product development programs. GBSGB now has five preclinical phase product development programs and is aggressively preparing its lead formulations for the treatment of Parkinson’s disease for a first-in-human clinical trial. GBSGB’s chronic pain, anxiety, and depression formulations are currently in preclinical animal studies with Dr. Lee Ellis of the National Research Council ("NRC") Canada in Halifax, Nova Scotia. Recently, we received positive preclinical, proof-of-concept data supporting our minimum essential mixtures for the treatment of Cytokine Release Syndrome in COVID-19 (COVID-CRS) and other severe hyperinflammatory conditions. GBSGB’s lead COVID-CRS candidates will be optimized based on late-stage preclinical studies with Dr. Norbert Kaminski at Michigan State University. Our growing intellectual property portfolio was augmented with additional patent-protections for our PhAROS™ drug discovery platform, new PhAROS™ discovered, non-cannabis formulations, and improved formulations for our PD therapeutics.

 

For the Company’s lead program in PD therapeutics, GBSGB has improved upon the efficacy of their original formulations and filed a new patent application family to protect GBSGB’s defined cannabinoid ratio-minimum essential mixtures (DCR-MEMs) for the treatment of Parkinsonian motor symptoms. GBSGB had announced previously that it has obtained the statistically significant reduction of Parkinson’s-disease like symptoms using proprietary cannabinoid-containing MEMs in an animal model of Parkinson’s disease ("PD"). Three of GBSGB’s PD formulations significantly reduced the PD-like motor symptoms. In addition, the toxicity studies for these original PD formulas came back without any significant negative findings. These initial efficacious PD formulations were equimolar minimum essential mixtures (E-MEMs), wherein, each contained three cannabinoids combined at an equimolar ratio (1:1:1). In the past year 2020-2021, GBSGB has screened an additional sixty-three variations of the original three equimolar MEMs and identified a total of twenty-two DCR-MEMs with optimized ratios of cannabinoids that produced a statistically significant reduction in OHDA induced motor symptoms. Five of these twenty-two efficacious MEMs outperformed the original equimolar cannabinoid MEMs. A new patent application has been filed to protect these DCR-MEMs. These important preclinical results will be included in GBS’ Investigational New Drug ("IND") application with the US FDA to enter human clinical trials as soon as possible. New therapies to address Parkinson’s disease symptoms are needed to help those afflicted with this debilitating disease. The combined direct and indirect costs associated with Parkinson’s disease are estimated at $52 billion in the U.S. alone.

 

For GBSGB’s Parkinson’s disease therapies, the initial clinical prototypes of GBSGB’s Defined Cannabinoid Ratio (DCR)-MEM are being formulated by Catalent Pharma using Catalent’s Zydis® Orally Disintegrating Tablet ("ODT") technology. This ODT format was selected for the PD formulas because it dissolves on the tongues of patients without the need to swallow for ease of use in patients with PD, who often have difficulties with swallowing. Previously, GBSGB has completed two proof-of-concept studies for its MEM. Now, GBSGB is performing a Feasibility Study that will produce and validate the clinical prototypes for its DCR-MEM. GBSGB selected Catalent as its development partner for the PD therapies due to Catalent’s prior experience in working on US FDA-approved, cannabinoid-containing drugs, their Schedule I drug manufacturing facilities, their familiarity with US FDA and international regulatory and manufacturing requirements, their expertise in tackling formulation challenges, and their ability to achieve the stability and dosing necessary for these novel therapeutic mixtures. In addition to its Zydis® technology, Catalent has early drug development services and additional oral drug delivery solutions available for the efficient delivery of GBSGB's proprietary APIs.

 

For its lead chronic pain program, GBSGB is testing its MEM for chronic pain both as encapsulated, time-released nanoparticles, as well as in non-encapsulated forms of these therapeutic mixtures in an animal model at the NRC in Halifax, Nova Scotia. In preparation for human clinical trials, our standard MEM and the time-released MEM are currently being compared in an animal model that demonstrates their potential effectiveness at treating chronic pain. The early results from this preclinical research project look very promising. However, the COVID pandemic adversely affected the progress on this study, but we are happy to report that we are back on track to continue with the testing of these promising chronic pain formulations.

 

In late summer of 2021, GBSGB received positive proof-of-concept data from a human immune cell model supporting the efficacy of their proprietary MEM designed for the suppression of COVID-related, cytokine release syndromes (CRS) while preserving key anti-viral immune responses. Based on this new positive proof-of-concept data, GBSGB converted their provisional patent application entitled, “CANNABINOID-CONTAINING COMPLEX MIXTURES FOR THE TREATMENT OF CYTOKINE RELEASE SYNDROME WHILE PRESERVING KEY ANTI-VIRAL IMMUNE REACTIONS” to a nonprovisional patent application on August 18, 2021. The best performing MEM will be further developed in preparation for clinical studies to evaluate their anti-inflammatory potential in the treatment of severely ill COVID-19 patients contending with Cytokine Release Syndrome (CRS) and associated hyperinflammatory conditions, such as macrophage activation syndrome (MAS) and acute respiratory distress syndrome (ARDS). CRS, MAS, and ARDS are the leading causes of deaths in COVID-19 patients. GBSGB’s proof-of-concept study was performed at Michigan State University using a state-of-the-science human immune model. In GBSGB’s proof-of-concept study, immune cells from human donors were co-cultured together in one of four treatment groups: untreated (no inflammatory stimulus), inflammatory stimulus, control (inflammatory stimulus + vehicle from cannabinoid mixtures), or pre-treatment with the cannabinoid mixture + inflammatory stimulus. Then a panel of cytokines and inflammatory markers was measured from each of these treatment groups from different immune cell types within the co-cultured cells at four time points to determine whether GBSGB’s MEMs were able to alter the levels of pro-inflammatory cytokines or other inflammatory agents. GBSGB’s COVID-CRS formulations showed potential for the selective inhibition of pro-inflammatory processes in response to viral- and bacterial-triggered hyperinflammation in a human immune cell model. These positive proof-of-concept results support the potential for some of these mixtures to accomplish our therapeutic goals, but, ultimately, clinical trial results will determine whether they are efficacious. GBSGB’s plant-based drug discovery platform is advancing biopharmaceutical research at a time when thousands are dying from COVID-19. The next step is to further develop our plant-inspired drugs and eventually bring them to human trials so that the use of well-defined cannabinoid mixtures in clinical practice can become a reality.

 

 

As mentioned above, the Company recently announced that the NRC Canada will test GBSGB’s proprietary, psychotropic plant-based formulas for the treatment of depression and anxiety in preclinical animal studies. GBSGB has leveraged its patent-pending PhAROS™ (Phytomedical Analytics for Research Optimization at Scale) platform to identify these combinations of plant compounds for novel drug candidates to treat depression and anxiety. These are the company’s first non-cannabis formulations to enter preclinical studies. For these novel psychotropic drug candidates, the GBSGB’s research team used the PhAROS™ platform to identify new ingredients to improve upon an initial formulation for anxiety based on traditional medicine. The original plant mixture was derived from the kava plant, but some elements of kava are thought to cause liver toxicity. PhAROS™ identified ingredients from the Piper plant family as a substitute for the functionality of the ingredients in question without the potentially adverse safety profiles of those original ingredients. The Piper plant family includes pepper plants that are used worldwide in traditional medicines. The Global Anxiety Disorder and Depression Treatment Market size is forecast to reach USD 19.81 Billion by 2028 according to Reports & Data.

 

Favorable Research Updates from our university collaborators reveal the promise in our discovery programs including: 1) Multiple MEM discovery projects using and advancing GBSGB’s proprietary PhAROS™ drug discovery platform in conjunction with Chaminade University, 2) GBSGB’s Cannabis Metabolomics Project with both Chaminade University of Honolulu, Hawai’i and the University of Athens, Greece, and 3) GBSGB’s Applied Time-Released Nanoparticles for Delivery of Cannabis-based Ingredients with the University of Seville, Spain and the University of Cardiz, Spain.

 

This year, our growing intellectual property portfolio was augmented with additional patent-protections for our PhAROS™ drug discovery platform that were filed in July of 2021 and in October of 2021. GBSGB also filed for protection of new PhAROS™ discovered, non-cannabis formulations in July of 2021. In September of 2021, GBSGB filed a patent application for the Company’s improved DCR-MEM formulations for our PD therapeutic program. These new patent applications expanded upon the solid foundation of intellectual property developed over the past six years. In 2020, the three patents which protect formulations for the Company’s lead therapeutic programs were issued by the USPTO. The issuance of U.S. Patent No. 10,653,640 entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Neurodegenerative Diseases" on May 19, 2020 protects methods of using GBSGB’s proprietary cannabinoid-containing complex mixtures (CCCM™) for treating Parkinson’s Disease. This was an important milestone in the development of these vitally-important therapies and validates GBSGB’s drug discovery platform. In the US alone, the combined direct and indirect costs associated with Parkinson’s disease are estimated at $52 billion, and new therapies to address Parkinson’s disease symptoms are greatly needed. This was also the first time that a US patent has been awarded for a cannabis-based complex mixture defined using this type of drug discovery method. The first US patent for PD therapies validated our drug discovery platform and strengthened our intellectual property portfolio of unique CCCM’s™, each targeting one of up to 60 specific clinical applications.

 

The issuance of GBSGB’s second and third US patents for active pharmaceutical ingredients that are complex mixtures identified by our biotech platform further confirmed that GBSGB’s pharmaceutical compositions can be patent-protected for use as biopharmaceutical and nutraceutical products. The US Patent entitled “Myrcene-Containing Complex Mixtures Targeting TRPV1” protects methods of using GBSGB’s proprietary MEMs for the treatment of pain disorders related to arthritis, shingles, irritable bowel syndrome, sickle cell disease, and endometriosis. In the US alone, chronic pain represents an estimated health burden of between $560 and $650 billion dollars, and an estimated 20.4% of U.S. adults suffer from chronic pain that significantly decreases their quality of life. Despite the widespread rates of addiction and death, opioids remain the standard of care treatment for most people with chronic pain. The Company believes that it is important to create safer, less addictive alternatives to opioids for the treatment of chronic pain disorders, like GBSGB’s myrcene-containing MEMs. The US Patent entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Mast-Cell-Associated or Basophil-Mediated Inflammatory Disorders" protects methods of using GBSGB’s proprietary MEMs for treating Mast Cell Activation Syndrome (MCAS). MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. Receiving this patent for the treatment of MCAS using GBSGB’s MEMs is an important milestone in the development of this urgently needed medicine. There is no single recommended treatment for MCAS patients. Instead, they attempt to manage MCAS symptoms primarily by avoiding ‘triggers’ and using rescue medicines for their severe hyperinflammatory attacks. Therefore, MCAS patients need new therapeutic options to control their mast cell related symptoms, and our MEMs were designed to simultaneously control multiple inflammatory pathways within mast cells as a comprehensive treatment option. The Company is strategically targeting MCAS for two additional reasons. By focusing on a rare disease with no known cure, our company can apply for the U.S. Food and Drug Administration’s expedited approval process, which allows clinically successful treatments to get to market both quicker and more cost effectively. Gaining approval from the US FDA for the entire anti-inflammatory market would be extremely time consuming and cost prohibitive. Demonstrating that our MEMs are safe for the treatment of MCAS would favorably position our Company for clinical testing of these MEMs as potential treatments for other related inflammatory disorders, such as inflammatory bowel disease, thereby widening the target market and drastically shortening the development cycle and costs.

 

 

Intellectual Property Portfolio

 

GBSGB retained Fenwick & West, a Silicon Valley based law firm focusing on life sciences and high technology companies with a nationally top-ranked intellectual property practice, to develop strategies for the protection of the Company's intellectual property. The status of the intellectual property portfolio is as follows. Unless otherwise indicated, all patents listed below are assigned to the Company's wholly owned subsidiary, GBS Global Biopharma, Inc.

 

Issued Patents

 

Title:      CANNABINOID-CONTAINING COMPLEX MIXTURES FOR THE TREATMENT OF NEURODEGENERATIVE DISEASES

                 

U.S. Patent Number:

 

10,653,640

 

Expiration date:

October 23, 2038

Issued:

 

May 19, 2020

  Inventors:   Andrea Small-Howard et al.
         

 

U.S. Patent protection was granted for GBSGB’s Cannabinoid-Containing Complex Mixtures for the treatment of Parkinson’s disease.

 

Title:      MYRCENE-CONTAINING COMPLEX MIXTURES TARGETING TRPV1

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