UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-K/A
(Amendment No.1)
__________________________
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended March 31, 2017
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number: 000-55462
GB SCIENCES, INC.
(Exact name of registrant as specified in its charter)
____________________
Delaware |
| 59-3733133 |
(State or other Jurisdiction of |
| (IRS Employer I.D. No.) |
Incorporation or Organization) |
|
|
___________________________
3550 W. Teco Avenue
Las Vegas, Nevada 89118
Phone: (866) 721-0297
(Address and telephone number of
principal executive offices)
___________________________
Securities registered under Section 12 (b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
None |
| None |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $.0001 Par Value |
Title of Class |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, that being September 30, 2016, was approximately $36 million.
The shares outstanding on July 7, 2017 were 127,667,908.
Documents Incorporated by Reference
None
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of Growblox Sciences, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission on July 12, 2017 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-K other than the principal accounting officer and a majority of the members of the board of directors have signed this amendment and by so doing confirm their approval of the original filing and by this amendment place their signatures on the original filing. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
No. |
| Description |
3.1 |
| Articles of Incorporation (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002) |
3.2 |
| Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to Form S-1/A No. 333-82580 filed with the Commission on October 6, 2014 and Exhibit 3.2 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014) |
3.3 |
| Bylaws (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002) |
10.1 |
| 2005 Restricted Stock Plan (Incorporated by reference to Annex A to Schedule 14A No. 333-82580 filed with the Commission on June 14, 2005) |
10.2 |
| 2007 Restricted Stock Plan (Incorporated by reference to Exhibit 4.2 to Form S-8/POS No. 333-141467 filed with the Commission on February 8, 2008) |
10.3 |
| Amended Employment Agreement between Registrant and Craig Ellins dated June 19, 2014 (Incorporated by reference to Exhibit 10.3 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014) |
10.4 |
| Amended Employment Agreement between Registrant and Craig Ellins dated June 22, 2015 (Incorporated by reference to Exhibit 10.3 to Form 10-K No. 000-55462 filed with the Commission on June 29, 2015) |
10.5 |
| Amended Employment Agreement between Registrant and Andrea Small-Howard dated June 19, 2014 (Incorporated by reference to Exhibit 10.5 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014) |
10.6 |
| Employment Agreement between Registrant and John Poss dated August 10, 2015 (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015) |
10.7 |
| Operating Agreement of GB Sciences Nevada LLC (Incorporated by reference to Exhibit 10.4 to Form S-1/A No. 333-82580 filed with the Commission on October 6, 2014) |
10.8 |
| Asset Assignment, Acquisition and Professional Association Agreement with Craig Ellins (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on March 19, 2014) |
10.9 |
| 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to Form S-1/A No. 333-198967 filed with the Commission on December 23, 2014) |
10.10 |
| Commercialization Agreement with Growblox Sciences Puerto Rico LLC (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on May 7, 2015) |
10.11 |
| Operating Agreement of Growblox Sciences Puerto Rico LLC (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 333-82580 filed with the Commission on May 7, 2015) |
10.12 |
| Note Purchase Agreement between Growblox Sciences, Inc. and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015) |
10.13 |
| $1,750,000 6% senior secured convertible note issued to Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015) |
10.14 |
| Security Agreement between GB Sciences Nevada LLC and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.3 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015) |
10.15 |
| Royalty Agreement between Growblox Sciences, Inc. and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.4 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015) |
10.16 |
| Warrant to purchase 5,000,000 shares of common stock issued to Craig Ellins (Incorporated by reference to Exhibit 10.8 to Form 10-K No. 000-55462 filed with the Commission on June 29, 2015) |
10.17 |
| Employment Agreement between Registrant and Sandra Tiffany dated August 14, 2015 (Incorporated by reference to Exhibit 10.2 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015) |
10.18 |
| Separation Agreement dated August 17, 2015 between GBS Sciences Nevada, LLC and GBS Nevada Partners, LLC (Incorporated by reference to Exhibit 10.3 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015) |
10.19 |
| Medical Marijuana Establishment Management Agreement (Incorporated by reference to Exhibit 10.4 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015) |
10.20 |
| Pacific Leaf Ventures LP Amended and Restated 6% Senior Secured Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016) |
10.21 |
| Pacific Leaf Ventures LP Amended and Restated Royalty Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016) |
10.22 |
| Pacific Leaf Ventures LP Omnibus Amendment and Waiver (Incorporated by reference to Exhibit 10.3 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016) |
10.23 |
| Amended Employment Agreement between Registrant and John Poss dated June 1, 2016 (Incorporated by reference to Exhibit 10.23 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016) |
10.24 |
| Amended Employment Agreement between Registrant and Andrea Small-Howard dated June 1, 2016 (Incorporated by reference to Exhibit 10.24 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016) |
10.25 |
| Audit Committee Charter (Incorporated by reference to Exhibit 10.25 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016) |
10.26 |
| Compensation Committee Charter (Incorporated by reference to Exhibit 10.26 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016) |
10.27 |
| Pacific Leaf Ventures LP Second Omnibus Amendment and Waiver (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on August 15, 2016) |
10.28 |
| Amended Employment Agreement between Registrant and Ksenia Griswold dated October 7, 2016 (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on November 14, 2016) |
14.1 |
| Code of Ethics (Incorporated by reference to Exhibit 14.1 to Form 10-KSB No. 333-82580 filed with the Commission on June 22, 2004) |
21.1 |
| List of Subsidiaries |
23.1 |
| Consent of Independent Public Accounting Firm |
31.1 |
| Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 |
31.2 |
| Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 |
32.1 |
| 18 U.S.C. Section 1350 Certification |
101 |
| XBRL Instant Documents |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Las Vegas, NV on July 14, 2017.
| GB Sciences, Inc. | |
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| By: | /S/ John Poss |
| Name: | John Poss |
| Title: | Chief Executive Officer, Principle Accounting Officer, and Director. |
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| By: | /S/ Andrea Small-Howard |
| Name: | Andrea Small-Howard |
| Title: | Director |