MARIZYME, INC. - Quarter Report: 2020 March (Form 10-Q)

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for Marizyme Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under Item 1A. Risk Factors and elsewhere in the audited financial statements as of and for the period ended December 31, 2019 contained in the Company’s form for registration of securities on Form 10-K (“Form 10K”) originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2020. These factors include the uncertainties associated with product development, the risk that products that appeared promising in early clinical trials do not demonstrate safety and efficacy in larger-scale clinical trials, the risk that we will not obtain approval to market our products, the risks associated with dependence upon key personnel and the need for additional financing. We do not assume any obligation to update forward-looking statements as circumstances change and thus you should not unduly rely on these statements.

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MARIZYME, INC.

INTERIM BALANCE SHEETS

As at March 31, 2020 and December 31, 2019

(Unaudited)

Note 1 – Going concern assumption

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MARIZYME, INC.

INTERIM STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

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MARIZYME, INC.

INTERIM STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2020 and March 31, 2019

(Unaudited)

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MARIZYME, INC.

INTERIM STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2020 and March 31, 2019

(Unaudited)

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

Note 1 - COMPANY AND BACKGROUND

Overview

Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated (the “Company,” “Marizyme”, “GBS,” “GBSX,” “MRZM,”, “we,” “us,” “our” or similar expressions), conducted its primary business through its majority owned subsidiary, GBS Software AG (“GROUP”), a German-based public-company.

By December 31, 2016, we sold the controlling interest in GROUP and other subsidiaries, keeping only a minority interest in GROUP. On March 21, 2018, we formed a wholly-owned subsidiary named Marizyme, Inc., a Nevada corporation, and merged with it, effectively changing the Company’s name to Marizyme, Inc. On June 1, 2018, we exchanged the shares of GROUP and all the intercompany assets and liabilities for 100% of the shares of X-Assets Enterprises, Inc, a Nevada Corporation. As part of a type-D business restructuring on September 5, 2018, we then distributed the X-Assets shares to our own shareholders on a 1 for 1 basis.

Beginning after the X-Assets share distribution, Marizyme refocused on the life sciences and began to seek technologies to acquire.

On September 12, 2018 we consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 Million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis.

The Company’s common stock, $0.001 par value per share (the “Common Stock”) is currently quoted on the OTC Markets under the ticker symbol “MRZM.”

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2020, the Company had not yet achieved profitable operations and had accumulated losses of $31,451,951 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is in the process of executing a strategy based upon a new strategic direction in the life sciences space. We have several technologies in the commercialization phase and in development. We are seeking acquisitions of biotechnology assets in support of this direction. There can be no assurances that management will be successful in executing this strategy.

Note 2 - INTERIM REPORTING

While the information presented in the accompanying interim nine-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2019 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2019 annual financial statements. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the year ended December 31, 2020.

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no changes in the accounting policies that effect these interim financial statements from the accounting policies disclosed in the notes to the audited annual financial statements for the year ended December 31, 2019.

Note 4 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements.

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Note 5 - INTANGIBLE ASSETS

On September 12, 2018 we consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 Million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis. The transaction was recorded at the fair value of the shares. No amortization has been recorded as the patents are not yet in a position to produce cash flows.

During 2019, we incurred legal and filing fees of $13,000 associated with a patent application for pharmaceutical compositions and methods for the treatment of thrombosis. The patent is pending.

Note 6 - CAPITAL STOCK

The Company has authorized capital of 75,000,000 shares of Common Stock and 25,000,000 shares of “blank check” preferred stock, each with a par value of $0.001. On July 27, 2018 we completed a 1:29 reverse split of our Common Stock resulting in a total of 1,101,074 shares of Common Stock outstanding.

As of March 31, 2020, there were 19,983,939 shares of Common Stock outstanding.

The following transactions in the Company’s capital stock were completed in the quarter ended March 31, 2020:

On January 9, 2020, the Company issued 250,000 shares units.

The following transactions in the Company’s capital stock were completed in the year ended December 31, 2019:

On June 12, 2019, the Company issued 90,910 share units at $1.10 each for gross proceeds of $100,000 and it issued 27,727 share units at $0.9016 for gross proceeds of $25,000. Each unit consist of one share of common stock and one warrant, which allows the holder to purchase one common share of capital stock for a period of three years at a price of $3.00 per share.

The following transactions in the Company’s capital stock were completed in the year ended December 31, 2018:

On May 14, 2018, 1,000 shares of preferred stock was issued to the CEO for services valued at $1. The preferred stock had voting rights of 80% at shareholder meetings.

On July 27, 2018, the Company completed a reverse stock split of 1 new share for 29 shares of the Company’s issued and outstanding Common Stock. These financial statements give retroactive effect to this transaction.

On September 12, 2018, 16,980,000 common shares were issued to acquire patents and all rights, title and interest in Krillase technology and 1,500,000 shares were issued to the CEO in exchange for the 1,000 shares of preferred stock.

On December 30, 2018, 159,228 shares of Common Stock were issued on conversion of convertible debt of $79,614.

Options

The following stock options were granted during the past two years:

i)265,000 options were granted to directors effective December 6, 2018. The options allowed the recipient to purchase shares at a price of $1.50 for a period of 10 years. The options vested in one year from the date of the grant. As of March 31, 2020, $330,651 was recorded as stock-based compensation, based on the inputs noted below. 

ii)On July 13, 2019, 2,450,000 options were granted to an officer, directors and a consultant. The options granted the recipient to purchased shares at a price of $1.01 for a period of 10 years. 200,000 options vested at grant. The remaining options vest at the rate of 90,000 options per month. As of March 31, 2020 , $522,278 was recorded as stock- based compensation, based on the inputs noted below. 

iii)On January 9, 2020, 250,00 options were granted to a consultant. The options granted the recipient to purchased shares at a price of $1.01 for a period of 10 years. The options vest at the rate of 25,000 options per month. As of March 31,2020, $66,715 was recorded as stock- based compensation, based on the inputs noted below. 

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MARIZYME, INC.

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Note 6 - CAPITAL STOCK (continued)

As at March 31, 2020, the number of option outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation:

Warrants

On June 12, 2019 as part of a financing, the Company issued Warrants to purchase 113,637 shares at a strike price of $3 for a period of three years. All these warrants are still outstanding as at March 31, 2020.

Note 7 - COMMITMENTS

On July 13, 2019 the Company signed a consulting agreement with an individual to advise the Board of Directors. The individual receives $30,000 per month through July 13, 2022 and received an option to purchase 500,000 shares of Common Stock at a strike price of $1.01which vest monthly through July 13, 2021. These options are included in the Note 6 options above.

On November 7, 2019 the Company signed a 5 year exclusive distribution agreement with Somahlutions, LLC to distribute their DuraGraft products in Europe, South America and other territories.

On December 16, 2019, Marizyme signed a definitive agreement to purchase all the assets of Somahlutions and its related companies subject to raising $10 Million.

Note 8 - SUBSEQUENT EVENTS

On April 6, 2020, the company issued 160,000 shares of Common Stock to a consultant who exercised 160,000 options in lieu of $161,600 in accounts payable.

On April 6, 2020, the company issued 5,000 shares of Common Stock to James Sapirstein who exercised 5,000 options in exchange for $5,050 in cash.

On April 6, 2020 the company issued 15,000 shares of Common Stock to Patricia Wakeford in exchange for services rendered.

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The following discussion should be read in conjunction with our condensed financial statements and other financial information appearing elsewhere in this quarterly report on Form 10-Q. In addition to historical information, the following discussion and other parts of this quarterly report contain forward-looking statements. You can identify these statements by forward-looking words such as “plan,” “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2020. Accordingly, to the extent that this Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of us, please be advised that our actual financial condition, operating results and business performance may differ materially from that projected or estimated by us in forward-looking statements, and you should not unduly rely on such statements.

Overview

Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated, conducted its primary business through its minority owned subsidiary, GBS Software AG, or GROUP, a German-based public-company whose stock trades on the Frankfurt Exchange. GROUP’s software and consulting business was focused on serving IBM’s Lotus Notes and Domino market. On March 21, 2018, GBS formed a wholly owned subsidiary named Marizyme, Inc., a Nevada Corporation and merged it with GBS Enterprises and renamed the Company Marizyme.

Marizyme currently is focused on bringing early stage biotechnology assets to market and on September 12, 2018, consummated an asset purchase agreement with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation.

The Company’s Common Stock is currently quoted on the OTC Markets’ OTCQB tier under the symbol “MRZM.” We may also examine our options with respect to the listing of our Common Stock on the Nasdaq Stock market or the NYSE.

Going forward, the Company is focusing on the life sciences business and currently has acquired its first biotechnology assets. Marizyme is also seeking other assets to acquire.

Other than planning activities, Marizyme has not yet begun any active business activities with respect to the development, testing or marketing of any of the four product candidates that we purchased from ACB Holding AB.

Recent Events

On December 16, 2019, Marizyme signed a definitive agreement to purchase all the assets of Somahlutions and its related companies subject to raising $10 Million.

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FINANCIAL OPERATIONS OVERVIEW

As of March 31, 2020, our accumulated deficit is approximately $31.45million. We expect to incur additional losses to perform further research and development activities and do not currently have any commercial biopharmaceutical products. We do not expect to have such for several years, if at all.

Our product development efforts are thus in their early stages and we cannot make estimates of the costs or the time they will take to complete. The risk of completion of any program is high because of the many uncertainties involved in bringing new drugs to market including the long duration of clinical testing, the specific performance of proposed products under stringent clinical trial protocols, the extended regulatory approval and review cycles, our ability to raise additional capital, the nature and timing of research and development expenses and competing technologies being developed by organizations with significantly greater resources.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Our accounting policies are described in ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA of our Form 10-K (“Form 10-K”) as of and for year ended December 31, 2019, filed with the SEC on April 14, 2020. There have been no changes to our critical accounting policies since December 31, 2019.

OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of March 31, 2020.

RECENT ACCOUNTING PRONOUNCEMENTS

RESULTS OF OPERATIONS

Comparison of Three Months Ended March 31, 2020 and 2019

Three Months ended March 31, 2020 compared to Three Months ended March 31, 2019

Revenues

The Company generated no revenue from Services and Other Revenue. Total revenue was $-0- for the three months ended March 31, 2020 and $-0- for the three months ended March 31, 2019.

Cost of Goods Sold

For the three months ended March 31, 2020, our Cost of Goods Sold were $-0- from $0 for the three months ended March 31, 2019. Cost of Goods Sold consists of Cost for Services.

The Company achieved a gross profit of $-0- for the three months ended March 31, 2020, and for three months ended March 31, 2019.

Operating Expenses

For the three months ended March 31, 2020, the Company’s Operating Expense increased to $455,902 from $34,692 for the three months ended March 31, 2019. The increase was primarily due to consulting and stock based compensation expenses of $454,077.

General and Administrative Expenses

For the three months ended March 31, 2020, the Company’s General and Administrative Expense decreased to $15,468 from $15,569 for the three months ended March 31, 2019.

Net Other Income (Expense)

For the three months ended March 31, 2020 the Company had Net Other Income (Expense) of $-0- compared to $0 for the three months ended March 31, 2019.

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LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2020, we had $60 in cash, compared to $90 at December 31, 2019. At March 31, 2020, our accumulated stockholders’ deficit was $31,451,951 compared to $30,980,581 at December 31, 2019. There is substantial doubt as to our ability to continue as a going concern.

The Company's cash flow depended on the timely and successful market entry of its strategic offerings. Future cash flows from software products and services are expected to be very small as the company changed its strategic focus to life sciences and biotechnology.

Especially for strategic offerings for paradigm shifting technologies, the management's budget plan is based on a series of assumptions regarding regulatory approval, market acceptance, readiness and pricing. While management's assumptions are based on market research, assumptions bear the risk of being incorrect and may result in a delay in projects, delays in regulatory approvals and consequently a delay or a reduction in the related strategic offerings. In case these delays have an impact on the Company's liquidity and therefore its ability to support its operations with the necessary cash flow, the Company depends on its ability to generate cash flow from other resources, such as debt financing from related or independent resources or as equity financing from existing stockholders or through the stock market.

During the entire fiscal year 2019 and for the first quarter of 2020 the Company sought other strategic assets in the biotechnology space. The Company will look to utilize internal and external sources for financing future projects. These sources may provide the necessary funds to support the working capital needs of the Company. There can be no assurances, however, that the Company will be able to obtain additional funds from these or any other sources or that such funds will be sufficient to permit the Company to implement its intended business strategy. In the event, the Company is not able to generate additional funds, management will postpone any planned or proposed acquisitions until the available financing for such projects will be sufficient. Management believes, in accordance with the above-mentioned statement, the Company will need to raise money to support its standard operations for the current fiscal period.

Operating and Capital Expenditure Requirements

We believe our cash balance as reported in our financial statements is not sufficient to fund our growth plan for any period of time. In order to fully implement our plan of operations for the next 12-month period, we will need to raise a significant amount of capital through one or more future offerings. The discussion below is based on the assumption that we will be able to raise significant capital in 2020. We will need to raise $10 million to fund operations for the next 12 months, including up to $500,000 for governance and administrative purposes (assuming we hire a new Chief Executive Officer). After the next 12-month period, we most likely will need to raise additional financing. We do not currently have any arrangements for any such financing and there can be no assurances that we will be able to raise the required capital on acceptable terms, if at all.

We have generated minimal revenues to date and, although we expect to raise significant capital in the future, there can be no assurances that we will be successful in these endeavors. We believe that the actions presently being taken to further implement our business plan and generate revenues will provide the opportunity for us to develop into a successful business operation.

We will be required to raise additional capital within the next year to continue the development and commercialization of current product candidates and to continue to fund operations at the current cash expenditure levels. We cannot be certain that additional funding will be available on acceptable terms, or at all. Recently worldwide economic conditions and the international equity and credit markets have significantly deteriorated and may remain difficult for the foreseeable future. These developments will make it more difficult to obtain additional equity or credit financing, when needed. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize its self on unfavorable terms.

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Not applicable.

Our Executive Chairman and acting principal executive and financial officer, James Sapirstein, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, as of March 31, 2020, our acting principal executive and financial officer identified the following material weaknesses:

We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals. 

Our management has identified the steps necessary to address the material weaknesses, and as soon as we have available funds, we will implement the following remedial procedures:

We will hire personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our financial statements. 

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, our management, including our acting principal executive and financial officer, James Sapirstein, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such changes during the quarter ended September 30, 2019.

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From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

For information regarding risk factors, please refer to our Form 10-K filed with the SEC on April 14, 2020, which may be accessed via EDGAR through the Internet at www.sec.gov.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 

During the three-month period ended March 31, 2020, we did not repurchase any of our common stock.

None.

Not applicable.

On November 7, 2019, the Company signed a definitive License and Distribution Agreement with Somahlutions that gives Marizyme license to manufacture, distribute and sell the Sonahlution’s Duragraft product in Mexico, South America and in European countries upon expiration of the current distributors’ agreements.

On December 15, 2019, Marizyme, Inc. entered into an asset purchase agreement with Somahlution, LLC, Somahlution, Inc. and Somaceutica, LLC, companies duly organized under the laws of Florida (collectively, “Somah”). Somah is engaged in developing products to prevent ischemic injury to organs and tissues and its products (the “Somah Products”) include DuraGraft, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. Pursuant to the terms of the Agreement, the Company has agreed to purchase (the “Acquisition”) all of the assets of Somah, including all of the intellectual property relating to the Somah Products. Under the Agreement, the Company will not acquire any of the liabilities of Somah. As consideration for this acquisition, the Company has agreed to issue to Somah’s equity owners (the “Somah Designees”) 10 million restricted shares of Company common stock and five-year warrants to purchase an additional three million restricted shares of Marizyme common stock with an exercise price of $5.00 per share. The Company has also agreed to pay the Somah Designees royalties and issue additional warrants to them based on future sales, or FDA approval, of certain Somah Products. The Somah Designees will receive a liquidation preference on payouts relating to future Company sales of Somah related assets. Somah will also be entitled to appoint two members to the Company’s board of directors. As a condition to the closing of the Acquisition, in addition to satisfactory due diligence by each party to the Agreement, the Company will be required to raise at least $10 million in funding to be used as working capital to develop the Somah Products post-closing. The Agreement may be terminated at any time prior to the closing by mutual consent of the Company and Somah or, after March 28, 2020, by either party if the Company has not raised the agreed upon $10 million in funding by that date or other conditions to closing have not been met. There can be no assurances that the Company will be able to raise this funding or that the Acquisition will close.

On April 6, 2020, the company issued 160,000 shares of Common Stock to a consultant who exercised 160,000 options in lieu of $161,600 in accounts payable.

On April 6, 2020, the company issued 5,000 shares of Common Stock to James Sapirstein who exercised 5,000 options in exchange for $5,050 in cash.

On April 6, 2020 the company issued 15,000 shares of Common Stock to Patricia Wakeford in exchange for services rendered.

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The following exhibits are filed as part of this report or incorporated by reference:

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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