Mycotopia Therapies, Inc. - Quarter Report: 2022 September (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 | ||||
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FORM 10-Q | ||||
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the quarterly period ended September 30, 2022 | |||
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the transition period from _______ to _____ | |||
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Commission file number: 000-56022 | ||||
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Mycotopia Therapies, Inc. | ||||
(Exact name of registrant as specified in its charter) | ||||
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Nevada |
| 87-0645794 | ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) | ||
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18851 NE 29th Ave., Suite 700, Aventura, FL 33180 | ||||
(Address of principal executive offices, including zip code) | ||||
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954-233-3511 | ||||
(Registrant’s telephone number, including area code) | ||||
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A | ||
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Securities registered pursuant to Section 12(g) of the Act: | ||||
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Common Stock, Par Value $0.001 | ||||
(Title of class) | ||||
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No | ||||
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Indicate by check mark if the registrant is not required to file reports pursuant to the Section 13 or Section 15(d) of the Exchange Act. ¨ Yes x No | ||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act 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. x Yes ¨ No | |||
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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). x Yes ¨No | |||
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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. | |||
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| Large accelerated filer ¨ |
| Accelerated filer ¨ |
| Non-accelerated Filer x |
| Smaller reporting company ☒ |
| Emerging growth company ☐ |
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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. ☐Yes xNo |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes xNo |
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Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of November 14, 2022, we had 14,716,095 shares of common stock outstanding.
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Mycotopia Therapies, Inc.
Form 10-Q for the Quarter Ended September 30, 2022
TABLE OF CONTENTS
Item |
| Page |
| Part I—Financial Information |
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1 | 4 | |
| Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited) | 4 |
| 5 | |
| 6 | |
| 7 | |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 8 |
2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
3 | 16 | |
4 | 16 | |
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| Part II—Other Information |
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6 | 17 | |
| 18 |
PART I–FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYCOTOPIA THERAPIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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| September 30, |
| December 31, |
| 2022 |
| 2021 | |
CURRENT ASSETS: |
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Cash |
| $438,425 |
| $1,267,519 |
TOTAL CURRENT ASSETS |
| 438,425 |
| 1,267,519 |
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NON-CURRENT ASSETS |
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Property and equipment, net |
| 1,748 |
| 2,497 |
TOTAL ASSETS |
| $440,173 |
| $1,270,016 |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
| $100,988 |
| $171,031 |
Accrued interest - shareholder loan payable |
| - |
| 10,339 |
Shareholder loan payable |
| - |
| 125,000 |
Convertible note payable, net of debt discount and current portion |
| 195,776 |
| - |
TOTAL CURRENT LIABILITES |
| 296,764 |
| 306,370 |
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Convertible note payable, net of debt discount and current portion |
| 378,657 |
| 123,625 |
Shareholder loan payable, non-current |
| - |
| 500,000 |
TOTAL LIABILITIES |
| 675,421 |
| 929,995 |
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MEZZANINE EQUITY |
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Preferred stock, $0.001 par value; 5,000,000 shares authorized, and 5,000 and 0, as of September 30, 2022 and December 31, 2021; liquidation preference of $50,000 and $0, respectively |
| 50,000 |
| - |
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STOCKHOLDERS' EQUITY (DEFICIT): |
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Common stock, $0.001 par value, 100,000,000 shares authorized; 14,554,095 and 13,967,332, shares issued and outstanding, respectively. |
| 14,553 |
| 13,966 |
Additional paid-in capital |
| 4,483,555 |
| 3,175,959 |
Accumulated deficit |
| (4,783,256) |
| (2,849,904) |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
| (235,248) |
| 340,021 |
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TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $440,173 |
| $1,270,016 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
4
MYCOTOPIA THERAPIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| For the Three Months |
| For the Nine Months | |||||
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| Ended September 30, |
| Ended September 30, | |||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||
Operating Expense |
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General and administrative |
| $322,442 |
| $2,354,600 |
| $1,314,769 |
| $2,467,198 | |
Total Operating Expense |
| 322,442 |
| 2,354,600 |
| 1,314,769 |
| 2,467,198 | |
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Loss from Operations |
| (322,442) |
| (2,354,600) |
| (1,314,769) |
| (2,467,198) | |
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Other income (expense) |
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Interest expense |
| (183,872) |
| - |
| (611,380) |
| - | |
Interest expense - related party |
| (1,779) |
| (31,604) |
| (7,203) |
| (34,655) | |
| (185,651) |
| (31,604) |
| (618,583) |
| (34,655) | ||
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Net loss before provision for income taxes |
| (508,093) |
| (2,386,204) |
| (1,933,352) |
| (2,501,853) | |
Provision for income taxes |
| - |
| - |
| - |
| - | |
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Net loss |
| $(508,093) |
| $(2,386,204) |
| $(1,933,352) |
| $(2,501,853) | |
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Loss per share – basic and diluted |
| $(0.04) |
| $(0.17) |
| $(0.20) |
| $(0.19) | |
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Average number of common shares outstanding - basic and diluted |
| 14,413,615 |
| 13,643,369 |
| 9,765,371 |
| 13,168,553 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
5
MYCOTOPIA THERAPIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) AND MEZZANINE EQUITY
(Unaudited)
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| Preferred Shares |
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| Common Stock |
| Additional |
| Accumulated |
| Total Stockholders’ Equity | ||||
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| Shares |
| Amount |
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| Shares |
| Amount |
| Capital |
| Deficit |
| (Deficit) |
Balance as of December 31 , 2021 |
| - |
| $- |
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| 13,967,332 |
| $13,966 |
| $3,175,959 |
| (2,849,904) |
| $340,021 |
Stock based compensation |
| - |
| - |
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| 322,122 |
| 322 |
| 874,116 |
| - |
| 874,438 |
Sale of preferred shares in private placements |
| 15,000 |
| 150,000 |
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| - |
| - |
| - |
| - |
| 150,000 |
Conversion of preferred shares to common shares |
| (7,000) |
| (70,000) |
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| 32,920 |
| 33 |
| 69,967 |
| - |
| - |
Debt discount on convertible debt and warrants |
| - |
| - |
|
| - |
| - |
| 250,000 |
| - |
| 250,000 |
Net loss for the three months ended, March 31, 2022 |
| - |
| - |
|
| - |
| - |
| - |
| (1,088,334) |
| (1,088,334) |
Balance as of March 31, 2022 |
| 8,000 |
| 80,000 |
|
| 14,322,374 |
| 14,321 |
| 4,370,042 |
| (3,938,238) |
| 526,125 |
Conversion of preferred shares to common shares |
| (3,000) |
| (30,000) |
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| 22,914 |
| 23 |
| 29,977 |
| - |
| - |
Conversion of convertible debt into shares of common stock |
| - |
| - |
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| 83,645 |
| 84 |
| 83,561 |
| - |
| 83,645 |
Common stock issued on cashless exercise of warrant |
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| 11,727 |
| 12 |
| (12) |
| - |
| - |
Net loss for the three months ended, June 30, 2022 |
| - |
| - |
|
| - |
| - |
| - |
| (336,925) |
| (336,925) |
Balance as of June 30, 2022 |
| 5,000 |
| $50,000 |
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| 14,440,660 |
| $14,440 |
| $4,483,568 |
| $(4,275,163) |
| $272,845 |
Common stock issued on cashless exercise of warrant |
| - |
| - |
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| 113,435 |
| 113 |
| (113) |
| - |
| - |
Net loss for the three months ended, September 30, 2022 |
| - |
| - |
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| - |
| - |
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| (508,093) |
| (508,093) |
Balance as of September 30, 2022 |
| 5,000 |
| $50,000 |
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| 14,554,095 |
| $14,553 |
| $4,483,455 |
| $(4,783,256) |
| $(235,248) |
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| Preferred Shares |
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| Common Stock |
| Additional |
| Accumulated |
| Total Stockholders’ Equity | ||||
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| Shares |
| Amount |
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| Shares |
| Amount |
| Capital |
| Deficit |
| (Deficit) |
Balance as of December 31, 2020 |
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| 12,925,420 |
| $12,925 |
| - |
| $(29,174) |
| $(16,249) | |
Net loss for the three months ended, March 31, 2021 |
| - |
| - |
|
| - |
| - |
| - |
| (8,240) |
| (8,240) |
Balance as of March 31, 2021 |
| - |
| $- |
|
| 12,925,420 |
| $12,925 |
| $- |
| $(37,414) |
| $(24,489) |
Net loss for the three months ended, June 30, 2021 |
| - |
| - |
|
| - |
| - |
| - |
| (107,409) |
| (107,409) |
Balance as of June 30, 2021 |
| - |
| $- |
|
| 12,925,420 |
| $12,925 |
| $- |
| $(144,823) |
| $(131,898) |
Stock based compensation |
| - |
| - |
|
| 1,007,537 |
| 1,008 |
| 2,265,992 |
| - |
| 2,267,000 |
Debt discount on convertible note payable |
| - |
| - |
|
| - |
| - |
| 485,000 |
| - |
| 485,000 |
Net loss for the three months ended, Sept 30, 2021 |
| - |
| - |
|
| - |
| - |
| - |
| (2,386,204) |
| (2,386,204) |
Balance as of September 30, 2021 |
| - |
| $- |
|
| 13,932,957 |
| $13,933 |
| $2,750,992 |
| $(2,531,027) |
| $233,898 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
6
MYCOTOPIA THERAPIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine Months Ended, September 30 | ||
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| 2022 |
| 2021 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
| $(1,933,352) |
| $(2,501,853) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: |
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Depreciation expense |
| 749 |
| 249 |
Amortization of debt discount |
| 533,308 |
| 24,966 |
Stock based compensation |
| 874,438 |
| 2,267,000 |
Changes in Operating Assets and Liabilities: |
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Increase (decrease) in accounts payable and accrued expenses |
| (68,898) |
| 58,474 |
Increase (decrease) in accrued interest – shareholder loan payable |
| (10,339) |
| 5,807 |
NET CASH USED IN OPERATING ACTIVITES |
| (604,094) |
| (145,357) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment |
| - |
| (2,995) |
Net cash used in investing activities |
| - |
| (2,995) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from shareholder loan payable |
| - |
| 500,000 |
Repayment of shareholder loan payable |
| (625,000) |
| - |
Proceeds from the issuance of preferred stock |
| 150,000 |
| - |
Proceeds from the issuance of convertible note payable |
| 250,000 |
| 485,000 |
NET CASH PROVIDED BY FINANCING ACTIVITES |
| (225,000) |
| 985,000 |
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NET CHANGE IN CASH |
| (829,094) |
| 836,648 |
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CASH AT BEGINNING OF PERIOD |
| 1,267,519 |
| 110,747 |
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CASH AT END OF PERIOD |
| $438,425 |
| $947,395 |
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Supplemental Disclosure of Non-Cash Activities: |
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Cash paid during the period: |
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Cash paid for interest |
| $15,000 |
| $- |
Cash paid for income taxes |
| $- |
| $- |
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NON-CASH FINANCING ACTIVITIES: |
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Conversion of preferred to common stock |
| $100,000 |
| $- |
Debt discount on convertible note payable |
| $250,000 |
| $485,000 |
Conversion of convertible debt in common stock |
| $83,645 |
| $- |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
7
MYCOTOPIA THERAPIES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization and Business Activity
Mycotopia Therapies Inc, (formerly 2020 Global)(“the Company” or “Mycotopia”) headquartered in Florida, incorporated in the state of Nevada in January of 2020, and is a 100% wholly owned corporation of Ehave Inc, a public traded company. Mycotopia Therapies, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. The Company also intends to deploy technology from its parent company, Ehave, Inc., in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues.
On January 19, 2021, Mycotopia Therapies, Inc. acquired 75.77% of the Company’s outstanding stock and there was a change in control of the board of directors. The transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and the Company the legal acquirer. As a result of the transaction the historical consolidated financial statements of the Company are presented to reflect the acquisition retroactively in the balance sheet and statement of stockholders’ equity (deficit).
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. To date, the Company has generated no revenues, experienced negative operating cash flows and has incurred operating losses since inception. Management expects the Company to continue to fund its operations primarily through the issuance of debt or equity.
For the nine months ended September 30, 2022, the Company incurred a net loss of $1,933,352 and had negative cash flows from operations of $604,094. At September 30, 2022, the Company had total current assets of $438,425 and total current liabilities of $296,764, resulting in working capital of $141,661.
The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. The ongoing COVID-19 pandemic contributes to this uncertainty.
In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.
The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
8
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Mycotopia Therapies Inc., a Florida corporation. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mycotopia Therapies Inc. (“MYC”). All inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations.
The Effects of COVID-19
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.
Fixed Assets and Depreciation
Property, plant, and equipment are stated at cost. For financial reporting, we provide for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $749 and $249 for the nine months ended September 30, 2022 and 2021, respectively. The estimated useful lives are as follows: buildings and improvements—30 years; machinery and equipment—10-15 years; computer software—3-5 years; vehicles—3-7 years; and land improvements—10-20 years. We assess our long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were no impairment losses in 2022 and 2021.
9
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.”, which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data;
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2022 and 2021.
Stock Based Compensation
We follow ASC 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
Income Taxes
The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2022 and June 30, 2021, the Company had a full valuation allowance against its deferred tax assets.
We adopted ASC 740-10-25, “Income Taxes—Recognition,” which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
Basic and Diluted Net Loss per Share
Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number contingently issuable shares related to warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 2,430,833 and 14,389,369 for the nine months ended September 30, 2022 and 2021, respectively.
10
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below.
In August 2020, the FASB issued Accounting Standards Update 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40).” ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.
NOTE 4 – RELATED PARTY TRANSACTION
During February and April 2020, the Company entered into three term promissory notes with Ehave, Inc. (a majority shareholder) in the amounts of $25,000, $100,000, and $500,000, respectively. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year and are currently past the maturity date and in default. Between May and September 2022, the Company in four installments in the amounts of $400,000 $225,000, and three concurring installments of $5,000 repaid all the outstanding principal and interest due on the three promissory notes. As of September 30, 2022 and December 31, 2021, the Company owes $0 and $625,000, respectively in principle related to these promissory notes. During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded interest expense of $5,424 and $3,051, respectively, in relation to these notes, and paid $15,000 and $0, respectively, towards the outstanding accrued interest balance. As of September 30, 2022 and December 31, 2021 the Company’s outstanding accrued interest balance related to these promissory notes was $0 and $10,339 respectively.
NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES
During the nine months ended September 30, 2022 and 2021, the Company issued convertible promissory notes in the principal amount of $250,000 and $485,000, respectively. In accordance with the terms of the agreement, During the nine months ended September 30, 2022 the Company received notice to convert two loans for an aggregate of $82,500 in principal and $1,145 in interest, into 83,645 shares of common stock (see Note 6). As of September 30, 2022 and December 31, 2021 the Company had outstanding to various lenders as convertible promissory notes an aggregate amount of $1,250,000 and $1,007,500, respectively. In aggregate, as of September 30, 2022 the principal amount includes $163,500 of original issue discount, $18,000 in cash financing fees, $49,750 in non-cash financing fees (see note 6) and 1,196,505 warrants with an exercise price of $1.50 per share. All notes are due to mature 24 months from their respective effective date and mature beginning on August 27, 2023 through January 21, 2024 Additionally, the notes effective interest rate of the notes is 8% and are convertible into share of common stock at $1.00 per share.
The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of September 30, 2022 and December 31, 2021:
|
|
|
| September 30, 2022 |
| December 31, 2021 | ||||||||
|
| Maturity Date |
| Total Outstanding*** |
| Principal |
| Interest |
| Total Outstanding*** |
| Principal |
| Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender A** |
| 8/27/2023 |
| $545,249 |
| $500,000 |
| $45,249 |
| $513,883 |
| $500,000 |
| $13,883 |
Lender B** |
| 9/27/2023 |
| 59,703 |
| 55,000 |
| 4,703 |
| 56,268.91 |
| 55,000 |
| 1,269 |
Lender C |
| 10/27/2023 |
| 236,754 |
| 220,000 |
| 16,754 |
| 223,134 |
| 220,000 |
| 3,134 |
Lender D |
| 11/9/2023 |
| - |
| - |
| - |
| 27,813 |
| 27,500 |
| 313 |
Lender E |
| 10/21/2023 |
| - |
| - |
| - |
| 55,856 |
| 55,000 |
| 856 |
Lender F |
| 12/27/2023 |
| 159,295 |
| 150,000 |
| 9,295 |
| 150,132 |
| 150,000 |
| 132 |
Lender G |
| 1/21/2024 |
| 342,951 |
| 325,000 |
| 17,951 |
| - |
| - |
| - |
|
|
|
| $1,343,952 |
| $1,250,000 |
| $93,952 |
| $1,027,087 |
| $1,007,500 |
| $19,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| **- Amount due within the next 12 months and classified as current liability on the September 30, 2022 balance sheet. | ||||||||||
|
|
|
| *** - Total Outstanding = Principal + Interest as of September 30, 2022 and December 31, 2021 | ||||||||||
During the nine months ended September 30, 2022 and 2021, the Company recorded an aggregate debt discount of $325,000 and $555,000, respectively, under the terms of convertible promissory note agreement. The total $325,000 debt discount was allocated between the original issue discount related to cash financing fees of $75,000, as well as $250,000 recorded as an offset to additional paid-in capital in connection with the beneficial conversion feature and warrants (see Note 6). The beneficial conversion feature was valued at $68,347 and the warrants were valued at $181,653, in the aggregate.
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During the nine months ended September 30, 2022 and 2021, the Company recorded amortization expense in the amount of $533,308 and $24,966, respectively, as amortization of debt discount of which $442,711 was recorded as amortization expense in relation to the warrants and conversion feature, $65,821 was recorded as interest expense in relation to the original issue discount and, $24,776 financing fees in the consolidated statements of operations. As of September 30, 2022 and December 31 2021, the Company had an unamortized debt discount balance of $675,567 and $883,875, respectively, with a weighted amortization period of 1.24 years and 1.87 years, respectively.
NOTE 6 – STOCKHOLDERS’ EQUITY
We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Mezzanine Equity
The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity,” at its initial net carrying value in the amount of $50,000. The Series A Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series A Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series A Shares, all outstanding Series A Shares shall automatically convert into common stock.
During the nine months ended September 30, 2022, the Company sold 15,000 shares of preferred stock to three shareholders for $150,000 in proceeds as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933. The shares are allowed to convert into common stock by option of the holder at any time based on the fair market value of the common stock at the date of the conversion. As of September 30, 2022, 10,000 preferred shares with a fair value of $100,000 were converted in various installments, into an aggregate 55,834 shares of common stock.
Conversion of Convertible Debt and Warrants to Equity
During the nine months ended September 30, 2022, the Company issued 83,645 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $83,645 (see Note 5).
STOCK BASED COMPENSATION
On January 21, 2022, the Company issued 250,000 shares of common stock to a related party and majority shareholder, Benjamin Kaplan, as part of his compensation for services rendered in accordance with his Agreement (Note 7) for services rendered as CEO. The Company expensed $750,000 in relation to this issuance.
On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered. The Company expensed $38,188 in relation to this issuance.
On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered.
Warrants Issued
During the nine months ended September 30, 2022, the Company issued 325,000 warrants to purchase common stock as part of the convertible promissory notes discussed above in Note 5.
During the nine months ended September 30, 2022, the Company issued 125,162 shares of common stock upon the cashless exercise of 151,667 warrants.
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The following table reflects a summary of Common Stock warrants outstanding and warrant activity for the nine months ended September 30, 2022:
|
| Underlying Shares |
| Weighted Average Exercise Price |
| Weighted Average Term (Years) |
Warrants outstanding at January 1, 2022 |
| 996,667 |
| 1.50 |
| 2.87 |
Granted |
| 325,000 |
| 1.50 |
| 3.00 |
Exercised |
| (125,162) |
| - |
| - |
Forfeited |
| - |
| - |
| - |
Warrants outstanding and exercisable at September 30, 2022 |
| 1,196,505 |
| 1.50 |
| 2.62 |
As of September 30, 2022, the outstanding and exercisable warrants have an intrinsic value of $0. The aggregate intrinsic value was calculated as the difference between the closing market price as of September 30, 2022, which was $.35, and the exercise price of the outstanding stock options.
The warrants granted during the period ending September 30, 2022 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:
| For the Nine Months Ended, |
| ||||
| September 30, 2022 |
| September 30, 2021 |
| ||
Expected term, in years |
| 2 |
|
| - |
|
Exercise price |
| 1.5 |
|
| - |
|
Expected volatility |
| 100% |
|
| - |
|
Stock price |
| 3.0 |
|
| - |
|
Risk-free interest rate |
| 1.01% |
|
| - |
|
Dividend yield |
| 0% |
|
| - |
|
NOTE 7 – COMMITMENTS AND CONTINGENCIES
On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan (“Kaplan”) whereby Kaplan was appointed as CEO of the Company. We hired Kaplan for an initial term of thirty-six (36) months subject to certain termination provisions, whereby the Agreement will automatically renew for an additional twelve (12) month period. We shall pay Kaplan in the following manner: (i) A consulting fee of $24,000 per month for services performed for a total compensation of $288,000 payable for each twelve (12) month period, (ii) Bonus compensation milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of September 30, 2022 and December 31, 2021, the Company accrued $0 and $50,000, respectively, related to the Agreement.
NOTE 8 – SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events occurring after September 30, 2022, the date of our most recent balance sheet, through the date our financial statements were issued.
Subsequent to the nine months ended September 30, 2022, the Company converted 160,000 in outstanding principal and interest into 162,000 shares of common stock at a conversion price of a $1 per share.
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Item 2. MANAGEMENT’S DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report, particularly those under “Risk Factors.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.
Overview
Mycotopia Therapies, Inc. (“Mycotopia Therapy”) provides psychedelic therapies through technology-focused, data-driven, and medical-based solutions for people dealing with anxiety, depression, bipolar disorders, PTSD, ADHD, autism, and addictions. With a primary focus of helping patients heal and reclaim their life, Mycotopia Therapy endeavors to guide individuals through their journey of healing. This is accomplished by acquiring an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing and has shown successful treatment for many years.
Recent Developments
On January 19, 2021, Ehave, Inc, a publicly traded company, sold 100% of its wholly-owned subsidiary Mycotopia Therapy to the Company (previously known as 20/20 Global Inc.) On May 4, 2021 20/20 Global, Inc. changes its name to Mycotopia Therapies, Inc. and changed its symbol to TPIA which trades on the OTC Pink Sheets. As a result of the transaction closing, Ehave controls approximately 75.77% of our outstanding shares.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires companies to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates and judgments are subject to an inherent degree of uncertainty, and actual results may differ. Our significant accounting policies are more fully described in Note 3 to our financial statements included elsewhere in this Quarterly Report. Critical accounting estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, and are particularly important to the portrayal of our financial position and results of operations. Our estimates are primarily guided by observing the following critical accounting policies.
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Results of Operations
Comparison of the Three Months Ended September 30, 2022 and 2021
General and administrative
General administrative expenses consist primarily of costs associated without overall operations and being a public company. The costs include legal and professional services, corporate and compliance related fees.
General and administrative expense for the three months ended September 30, 2022 totaled $322,442, a decrease of $2,032,158 compared to $2,354,600 for the three months ended September 30, 2021. The decrease was primarily due to legal and professional services in relation to being a public traded company.
Other expense
Other expense for the three months ended September 30, 2022 totaled $185,651, an increase of $154,047 compared to $31,604 for the three months ended September 30, 2021. The increase was due to interest expense on our convertible promissory notes and related debt discount amortization.
Comparison of the Nine Months Ended September 30, 2022 and 2021
General and administrative
General administrative expenses consist primarily of costs associated with our overall operations and being a public company. The costs include legal and professional services, corporate and compliance related fees.
General and administrative expense for the nine months ended September 30, 2022 totaled $1,314,769, a decrease of $1,152,429 compared to $2,467,198 for the nine months ended September 30, 2021. The decrease was primarily due to stock-based compensation, advertising and marketing expenses, and legal and professional services in relation to being a public traded company.
Other expense
Other expense for the nine months ended September 30, 2022 totaled $618,583, an increase of $583,928 compared to $34,655 for the nine months ended September 30, 2021. The increase was due to the interest expense and amortization expense on the debt discount from our loans.
Liquidity and Capital Resources
To date, we have generated no revenues, experienced negative operating cash flows and have incurred operating losses from our activities. We expect to continue to fund our operations through the issuance of debt or equity. As of September 30, 2022, our accumulated deficit was $4,783,256. Such conditions raise substantial doubts about our ability to continue as a going concern.
During the nine months ended, September 30, 2022, we raised $150,000 from the sale of our preferred stock. Additionally, the Company raised an additional $250,000 from the proceeds from convertible debt. This is in addition to previous capital raises that occurred during the year ended December 31, 2021, in which, the Company raised $895,000 in cash proceeds from the issuance of convertible debt, as well as, $500,000 in cash proceeds from a related party loan.
As of September 30, 2022, we had total current assets of $438,425 and total current liabilities of $296,764 resulting in a working capital deficit of $141,661. Net cash used in operating activities for the nine months ended September 30, 2022 was $604,094, which includes a net loss from operations of $1,933,352, offset by stock based compensation of $874,438, amortization of debt discount of $533,308, and depreciation expense of $749, a decrease in accounts payable and accrued expenses of $68,898, and a decrease in accrued interest on our shareholder loans of $10,339.
As of September 30, 2022, we had cash of $438,425. We will need to raise significant additional capital to continue to fund operations. We may seek to sell common or preferred equity, convertible debt securities or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our shareholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically,
15
on the progress of our product and programs as well as commercial activities. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us, among other things, to delay, scale back or eliminate expenses including those associated with our planned product development and commercial efforts.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the 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 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. 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 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. 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. As a result of a material weakness in our internal control over financial reporting, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2022.
16
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None
Item 6. Exhibits
EXHIBIT |
| DESCRIPTION |
31.1 |
| |
32.1 |
| |
101.INS |
| Inline XBRL Instance Document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Mycotopia Therapies, Inc. | |
|
| |
Date: November 14, 2022 | By: | /s/ Ben Kaplan |
| Name: | Ben Kaplan |
| Title: | Chief Executive Officer and Principal Accounting Officer |
18