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EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - WOUND MANAGEMENT TECHNOLOGIES, INC.wndm_ex322.htm
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - WOUND MANAGEMENT TECHNOLOGIES, INC.wndm_ex321.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - WOUND MANAGEMENT TECHNOLOGIES, INC.wndm_ex312.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - WOUND MANAGEMENT TECHNOLOGIES, INC.wndm_ex311.htm
 
 

 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2018
 
Commission File No.    0-11808
 
WOUND MANAGEMENT TECHNOLOGIES, INC.
 
Texas
 
59-2219994
(State or other jurisdiction of incorporation or organization) 
   
(I.R.S. Employer Identification Number)
 
1200 Summit Ave
Suite 414
Fort Worth, Texas 76102
(Address of principal executive offices)
 
(817) 529-2300
(Registrant’s telephone number, including area code)
 
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 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    No 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No
 
As of May 15, 2018, 236,642,901 shares of the Issuer's $.001 par value were outstanding.


 
 
 
WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
 
Form 10-Q
 
Quarter Ended March 31, 2018
 
 
 
Page
 
 
 
Part I – Financial Information
 
 
 
 
 
ITEM 1.     Financial Statements
 
3
 
 
 
Unaudited Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017
 
3
 
 
 
Unaudited Consolidated Statements of Operations for the Three-months Ended March 31, 2018 and 2017
 
4
 
 
 
Unaudited Consolidated Statements of Cash Flows for the Three-months Ended March 31, 2018 and 2017
 
5
 
 
 
Notes to Unaudited Consolidated Financial Statements
 
6
 
 
 
ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
11
 
 
 
ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk
 
13
 
 
 
ITEM 4.    Controls and Procedures
 
14
 
 
 
Part II. Other Information
 
 
 
 
 
ITEM 1.    Legal Proceedings
 
15
 
 
 
ITEM 1A  Risk Factors
 
15
 
 
 
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
15
 
 
 
ITEM 3.    Defaults upon Senior Securities
 
15
 
 
 
ITEM 4.    Mine Safety Disclosures
 
15
 
 
 
ITEM 5.    Other Information
 
15
 
 
 
ITEM 6.    Exhibits
 
16
 
 
 
Signatures
 
17
 
 
2
 
 
Part I – Financial Information
 
Item 1. Financial Statements
 
Wound Management Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31, 2018 and December 31, 2017
 
 
 
March 31,
 
 
 December 31,
 
 
 
2018
 
 
2017
 
Assets
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
   Cash
 $261,446 
 $463,189 
   Accounts receivable, net of allowance for bad debt of $36,400 and $28,910
  1,016,290 
  786,250 
   Royalty receivable
  50,250 
  50,250 
   Inventory, net of allowance for obsolescence of $144,897 and $144,996
  613,714 
  711,397 
   Prepaid and other assets
  70,093 
  26,274 
Total current assets
  2,011,793 
  2,037,360 
 
    
    
Long-term assets:
    
    
   Property, plant and equipment, net of accumulated depreciation of $60,944 and $56,951
  60,516 
  63,211 
   Intangible assets, net of accumulated amortization of $451,255 and $434,999
  101,035 
  117,291 
Total long-term assets
  161,551 
  180,502 
 
    
    
Total assets
 $2,173,344 
 $2,217,862 
 
    
    
Liabilities and shareholders' equity
    
    
 
    
    
Current liabilities
    
    
   Accounts payable
 $253,203 
 $225,462 
   Accounts payable - Related Parties
  5,885 
  60,000 
   Accrued royalties and payables
  102,250 
  244,422 
   Accrued bonus and commissions
  103,962 
  46,534 
   Deferred rent
  13,703 
  13,920 
   Accrued interest
  - 
  324,986 
   Convertible notes payable - Related Parties
  - 
  1,200,000 
Total current liabilities
  479,003 
  2,115,324 
 
    
    
Long-term liabilities
    
    
Total long-term liabilities
  - 
  - 
 
    
    
Total liabilities
  479,003 
  2,115,324 
 
    
    
Stockholders' equity
    
    
   Series C Convertible Preferred Stock, $10 par value, 100,000 shares authorized; none issued and outstanding as of March 31, 2018 and 85,646 issued and outstanding as of December 31, 2017
  - 
  855,610 
   Common Stock: $.001 par value; 250,000,000 shares authorized; 236,646,990 issued and 236,642,901 outstanding as of March 31, 2018 and 113,427,943 issued and 113,423,854 outstanding as of December 31, 2017
  236,647 
  113,428 
   Additional paid-in capital
  48,331,967 
  46,013,982 
   Treasury stock
  (12,039)
  (12,039)
   Accumulated deficit
  (46,862,234)
  (46,868,443)
Total shareholders' equity
  1,694,341 
  102,538 
 
    
    
Total liabilities and shareholders' equity
 $2,173,344 
 $2,217,862 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
3
 
 
Wound Management Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three-months Ended March 31, 2018 and 2017
(Unaudited)
 
 
 
Three-months Ended
 
 
 
March 31
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Revenues
 $1,961,787 
 $1,605,246 
 
    
    
Cost of goods sold
  210,912 
  173,702 
 
    
    
Gross profit
  1,750,875 
  1,431,544 
 
    
    
Operating expenses
    
    
  Selling, general and administrative expenses
  1,654,361 
  1,350,062 
  Depreciation and amortization
  20,248 
  20,113 
  Bad debt expense
  9,558 
  3,110 
Total operating expenses
  1,684,167 
  1,373,285 
 
    
    
Operating income
  66,708 
  58,259 
 
    
    
Other income / (expense)
    
    
  Debt forgiveness
  - 
  39,709 
  Other income
  109 
  27 
  Change in fair value of Derivative Liability
  - 
  (134)
  Interest expense
  (60,608)
  (44,803)
Total other income / (expense)
  (60,499)
  (5,201)
 
    
    
Net income
  6,209 
  53,058 
 
    
    
Series C Preferred Stock dividends
  (28,061)
  (12,936)
Series C Preferred Stock inducement dividends
  (103,197)
  - 
 
    
    
Net income (loss) available to common shareholders
 $(125,049)
 $40,122 
 
    
    
Basic income (loss) per share of Common stock
 $(0.00)
 $0.00 
 
    
    
Diluted income (loss) per share of Common Stock
 $(0.00)
 $0.00 
 
    
    
Weighted average number of common shares outstanding basic
  158,903,529 
  109,983,165 
 
    
    
Weighted average number of common shares outstanding diluted
  158,903,529 
  207,423,800 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
4
 
 
Wound Management Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three-months Ended March 31, 2018 and 2017
(Unaudited)
 
 
 
Three-months Ended
 
 
 
March 31,  
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 $6,209 
 $53,058 
Adjustments to reconcile net income to net cash used in operating activities
    
    
Depreciation and amortization
  20,248 
  20,113 
Interest expense on convertible debt
  60,608 
  - 
Gain on forgiveness of debt
  - 
  (39,709)
Bad debt expense
  9,558 
  3,110 
Common stock issued for services
  - 
  59,500 
Loss on change in fair value of derivative liabilities
  - 
  134 
Changes in assets and liabilities:
    
    
(Increase) decrease in accounts receivable
  (239,598)
  80,470 
(Increase) decrease in inventory
  97,683 
  46,646 
(Increase) decrease in prepaid and other assets
  (43,819)
  (187,514)
Increase (decrease) in accrued royalties and dividends
  (150,672)
  (183,166)
Increase (decrease) in accounts payable
  27,741 
  (2,953)
Increase (decrease) in accounts payable related parties
  (54,115)
  (48,547)
Increase (decrease) in accrued liabilities
  65,711 
  - 
Increase (decrease) in accrued interest payable
  - 
  35,014 
Net cash flows used in operating activities
  (200,446)
  (163,844)
 
    
    
Cash flows from investing activities:
    
    
Purchase of property and equipment
  (1,297)
  (114,535)
Net cash flows used in investing activities
  (1,297)
  (114,535)
 
    
    
Cash flows from financing activities:
    
    
Payments on capital lease obligation
  - 
  (1,126)
Payments on debt
  - 
  (72,831)
Cash proceeds from sale of series C Preferred Stock
  - 
  50,050 
Net cash flows used in financing activities
  - 
  (23,907)
 
    
    
Net decrease in cash
  (201,743)
  (302,286)
Cash and cash equivalents, beginning of period
  463,189 
  833,480 
Cash and cash equivalents, end of period
 $261,446 
 $531,194 
 
    
    
Cash paid during the period for:
    
    
Interest
 $- 
 $- 
Income taxes
  - 
  - 
 
    
    
Supplemental non-cash investing and financing activities:
    
    
Common stock issued for dividends on Series C Preferred Stock
  15,007 
  - 
Common stock issued for conversion of Series C Preferred Stock
  85,561 
  - 
Common stock issued for conversion of Related Party debt and interest
  1,585,594 
  - 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
5
 
 
Wound Management Technologies, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
 
Note 1 - Summary of Significant Accounting Policies
 
Basis of Presentation
 
The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. and its wholly owned subsidiaries. The accompanying unaudited consolidated balance sheet as of March 31, 2018, and unaudited consolidated statements of operations for the three-months ended March 31, 2018 and 2017, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2017, and December 31, 2016, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation.
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries:  Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and Innovate OR, Inc. “InnovateOR” formerly referred to as BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). All intercompany accounts and transactions have been eliminated.
 
Revenue Recognition
 
On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the quarter ended March 31, 2018 as a result of applying Topic 606.
 
The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.
 
The Company recognizes revenue based on bill and hold arrangements when the seller has transferred to the buyer the significant risks and rewards of ownership of the goods; the seller does not retain effective control over the goods or continuing managerial involvement to the degree usually associated with ownership; the amount of revenue can be measured reliably; it is probable that the economic benefits of the sale will flow to the seller; any costs incurred or to be incurred related to the sale can be measured reliably; it is probable that delivery will be made; the goods are on hand, identified, and ready for delivery; the buyer specifically acknowledges the deferred delivery instructions; and the usual payment terms apply.
 
Royalty revenues include $50,250 in accrued income for each of the three-months ended March 31, 2018 and 2017 from the development and license agreement the Resorbable Orthopedic Products, LLC subsidiary (ROP) executed with BioStructures, LLC in 2011. Royalties of 1.5% are earned on sales of products containing ROP patented resorbable bone hemostasis. As of the date of this filing the minimum royalty due for the first quarter has been received.
 
 
6
 
 
Revenue streams from sales of CellerateRX and HemaQuell products for the three-months ended March 31, 2018 and 2017 are presented below.
 
 
 
Three-months Ended
 
 
 
March 31,  
 
 
 
2018
 
 
2017
 
CellerateRX Powder
 $1,788,276 
 $1,442,938 
CellerateRX Gel
  121,164 
  117,613 
HemaQuell
  6,600 
  - 
Other revenue
  45,747 
  44,695 
Total Revenue
 $1,961,787 
 $1,605,246 
 
Contract Assets and Liabilities
 
The Company does not have any contract assets or contract liabilities. 
 
Inventories
 
Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging supplies. The Company recorded inventory obsolescence expense of $99 for the three-months ended March 31, 2018, compared to $26,878 for the three-months ended March 31, 2017. The allowance for obsolete and slow-moving inventory had a balance of $144,897 at March 31, 2018, and $144,996 at December 31, 2017.
 
Fair Value Measurements
 
As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs 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 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
 
The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows:
 
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
 
 Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
 
Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K.
 
Income Per Share
 
The Company computes income per share in accordance with Accounting Standards Codification “ASC” Topic No. 260, “Earnings per Share,” which requires the Company to present basic and dilutive income per share when the effect is dilutive. Basic income per share is computed by dividing income available to common shareholders by the weighted average number of common shares available. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the outstanding convertible preferred stock and certain warrants for the three months ended March 31, 2017, was 97,440,635 shares and an adjustment to net income of $12,936.
 
 
7
 
 
Recently Issued Accounting Pronouncements
 
In February 2016, the FASB issued ASC 842 Leases which is to be effective for reporting periods beginning after December 15, 2018. The Company has reviewed the pronouncement and believes it will not have a material impact on the Company’s financial position, operations or cash flows.
  
Note 2 – Notes Payable
 
Convertible Notes Payable - Related Parties
 
On June 15, 2015, the Company entered into term loan agreements with The James W. Stuckert Revocable Trust (“SRT) and The S. Oden Howell Revocable Trust (“HRT”), pursuant to which SRT made a loan to the Company in the amount of $600,000 and HRT made a loan to the Company in the amount of $600,000 under Senior Secured Convertible Promissory Notes (the “Notes”). Both SRT and HRT are controlled by affiliates of the Company. The Notes each carried an interest rate of 10% per annum, and (subject to various default provisions) all unpaid principal and accrued but unpaid interest under the Notes were due and payable on June 15, 2018. On February 19, 2018, both Notes totaling $1,200,000 plus $385,594 of accrued interest were converted to 22,651,356 common shares of the Company's Common Stock. The accrued interest included $60,608 of interest expense recognized during the first quarter of 2018.
 
Note 3 – Commitments and Contingencies
 
Royalty agreements.
 
Effective January 3, 2008, WCI entered into separate exclusive license agreements with both Applied Nutritionals, LLC (“Applied”) and its founder George Petito (“Petito”), pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. The licenses were limited to the human health care market, (excluding dental and retail) for external wound care (including surgical wounds) and include any new product developments based on the licensed patent and processes and any continuations. Although the term of these licenses expired on February 27, 2018, the agreements permit WCI to continue to sell and distribute products for a period not exceeding six (6) months from the effective termination date.
 
In consideration for the licenses, WCI agreed to pay Applied and Petito, (in the aggregate), the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000; (b) a royalty of 15% of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000 on January 3, 2009; plus (d) a royalty of 3% of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter if the royalty percentage payments made do not meet or exceed that amount. The amounts listed in the two preceding sentences are the aggregate of amounts paid/owed to Applied and Petito) and the Company has paid the minimum aggregate annual royalty payments each year since 2008, including both 2017 and 2016. Sales of CellerateRX occurring after the termination date are subject to the 3% royalty.
 
On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSIACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s Common Stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable.
 
Office leases
 
In March of 2017, and as amended in March 2018, the Company executed a new office lease for office space located at 1200 Summit Ave., Suite 414, Fort Worth, TX 76102. The amended lease is effective May 1, 2018 and ends on June 30, 2021. Monthly base rental payments are as follows: months 1-2, $8,390; months 3-14, $8,565; months 15-26, $8,740; and months 27-38, $8,914. Rent expense is recognized on a straight-line basis over the term of the Lease and the resulting deferred rent liability is $13,703 as of March 31, 2018.
 
 
8
 
 
Payables to Related Parties
 
As of March 31, 2018, and December 31, 2017, the Company had outstanding payables to related parties totaling $5,885 and $60,000, respectively. The payables are unsecured, bear no interest and due on demand.
 
Note 4 - Shareholders’ Equity
 
Preferred Stock
 
On October 11, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 100,000 shares of Series C Preferred Stock, par value $10.00. The Series C Preferred Stock was entitled to accruing dividends (payable, at the Company’s options, in either cash or stock) of 5% per annum until October 10, 2016, and 3% per annum until October 10, 2018.
 
The Series C Preferred Stock was senior to the Company’s Common Stock and any other currently issued series of the Company’s Preferred Stock upon liquidation and was entitled to a liquidation preference per share equal to the original issuance price of such shares of Series C Preferred Stock together with the amount of all accrued but unpaid dividends thereon. Each of the Series C Shares was convertible at the option of the holder into 1,000 shares of Common Stock as provided in the Certificate. Additionally, each holder of Series C Preferred Stock was entitled to vote on all matters submitted for a vote of the holders of Common Stock a number of votes equal to the number of full shares of Common Stock into which such holder’s Series C shares could have been converted.
 
As of December 31, 2017, there were 85,561 shares of Series C Preferred Stock issued and outstanding. In February and March 2018, the Company issued 100,567,691 shares of Common Stock for the conversion of 85,561 shares of Series C Convertible Preferred Stock and $1,050,468 of related Series C dividends. Dividends were converted at $0.07 per share. As of March 31, 2018, there were no shares of Series C Preferred Stock outstanding and all accrued dividends were converted to Common Stock.
 
Series C Preferred dividends were $28,061 and $12,936 for the quarters ended March 31, 2018 and March 31, 2017, respectively. As an inducement to encourage the Series C Preferred Stock shareholders to convert their Series C Preferred Stock to Common Stock prior to October 10, 2018, the Company offered to apply the full dividend, (accelerated to October 10, 2018) upon the shareholders exercise of their conversion. The fair value of the extra shares of Common Stock issued to Series C Stock shareholders was $103,197 for dividends that would have accrued from the date of their conversion through October 10, 2018.
 
Common Stock
 
On March 6, 2018, the Company issued 22,651,356 shares of Common Stock for the conversion of $1,200,000 in Related Party convertible debt and $385,594 in accrued interest. In February and March 2018, the Company issued 100,567,691 shares of Common Stock for the conversion of 85,561 shares of Series C Convertible Preferred Stock and $1,050,468 of related Series C dividends.
 
Warrants
 
A summary of the status of the warrants granted for the three-months ended March 31, 2018, and changes during the period then ended is presented below:
 
 
 
For the Three-months Ended
March 31, 2018
 
 
 
Shares
 
 
Weighted Average
Exercise Price
 
Outstanding at beginning of period
  5,100,000 
 $0.06 
  Granted
  - 
  - 
  Exercised
  - 
  - 
  Forfeited
  - 
  - 
  Expired
  - 
  - 
Outstanding at end of period
  5,100,000 
 $0.06 
 
 
 
 
 
   As of March 31, 2018   
 
 
  As of March 31, 2018   
 
 
 
   Warrants Outstanding   
 
 
  Warrants Exercisable   
 
 
Range of Exercise Prices
 
 
Number Outstanding
 
 
Weighted-Average
Remaining Contract Life
 
 
Weighted- Average
Exercise Price
 
 
Number Exercisable
 
 
Weighted-Average
Exercise Price
 
 $0.06 
  4,500,000 
  0.05 
 $0.06 
  4,500,000 
 $0.06 
  0.08 
  200,000 
  0.37 
  0.08 
  200,000 
  0.08 
  0.09 
  400,000 
  0.23 
  0.09 
  400,000 
  0.09 
 $0.06 -0.09 
  5,100,000 
  .47 
 $0.06 
  5,100,000 
 $0.06 
 
The aggregate intrinsic value of the exercisable warrants as of March 31, 2018, was $0.
 
 
9
 
 
Stock Options
 
A summary of the status of the stock options granted for the three-month period ended March 31, 2018, and changes during the period then ended is presented below: 
 
 
 
For the Three-months Ended March 31, 2018
 
 
 
Options
 
 
Weighted Average
Exercise Price
 
Outstanding at beginning of period
  1,150,000 
 $0.06 
Granted
  - 
  - 
Exercised
  - 
  - 
Forfeited
  - 
  - 
Expired
    
    
Outstanding at end of period
  1,150,000 
 $0.06 
 
 
  As of March 31, 2018 
 
 
As of March 31, 2018  
 
 
 
 
 
Stock Options Outstanding  
 
 
 
 
 
Stock Options Exercisable      
 
 
Exercise Price
 
 
Number Outstanding
 
 
Weighted-Average Remaining Contract Life
 
 
Weighted- Average Exercise Price
 
 
Number Exercisable
 
 
Weighted-Average Exercise Price
 
 $0.06 
  1,150,000 
  4.75 
 $0.06 
 $- 
  - 
 
On December 31, 2017, the Company granted a total of 1,150,000 options to five employees. The shares vest in equal annual amounts over three years and the aggregate fair value of the awards was determined to be $61,322.
 
Note 5 – Related Party Transactions
 
On April 25, 2016, and as amended March 10, 2017, the Company and John Siedhoff, the Chairman of the Company’s Board of Directors, entered into a consulting Agreement. The Agreement provides for compensation payable to an entity controlled by Mr. Siedhoff in the amount of $20,000 per month. The consulting fee expense was $60,000 for the three-months ended March 31, 2018.
  
Note 6 – Subsequent Events
 
On April 3, 2018, the Company announced that it will be operating under a new trade name, “WNDM Medical Inc.”, a registered DBA of Wound Management Technologies, Inc. The purpose of the change was to better align the Company’s name with its innovative and cost-effective products provided across a broad range clinical needs.
 
As part of the rebrand, the Company also unveiled a new corporate logo and changed its website address to WNDM.com.
  
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 and with the unaudited consolidated financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q.
 
Forward-Looking Statements
 
Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such a statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include but are not limited to the risks discussed in this and our other SEC filings. We do not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.
 
The following discussion and analysis of our financial condition is as of March 31, 2018.  Our results of operations and cash flows should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the year ended December 31, 2017.
 
Business Overview
 
Unless otherwise indicated, we use “WMT,” “the Company,” “we,” “our” and “us” in this report to refer to the businesses of Wound Management Technologies, Inc. and its wholly owned subsidiaries.
 
Wound Management Technologies, Inc. (“WMT” or the “Company”) was organized on December 14, 2001, as a Texas corporation under the name eAppliance Innovations, Inc. In June of 2002, MB Software Corporation, a public corporation formed under the laws of Colorado, merged with the Company (which at the time was a wholly owned subsidiary of MB Software Corporation), and the Company changed its name to MB Software Corporation as part of the merger. In May of 2008, the Company changed its name to Wound Management Technologies, Inc.
 
CellerateRX®/CRXɑ® Activated Collagen®/CRXɑ® Adjuvant, (the “Product”) is cleared by the FDA as a medical device for use on all acute and chronic wounds, except third degree burns, and is offered in both powder and gel form. CellerateRX Wound Care Products are available without a prescription and are currently approved for reimbursement under Medicare Part B. CellerateRX Activated Collagen® Surgical Adjuvant Products are available under a physician’s order. Applied Nutritionals, LLC (“AN”) manufactures the Products and owns the CellerateRX registered trademark. The Company has incurred no research and development costs related to CellerateRX during the last two fiscal years.
 
We believe that the Products are unique in composition, applicability and clinical performance, and demonstrate the ability to reduce costs associated with standard wound management. The Company is focused on delivering the CellerateRX/CRXɑ product lines to hospitals and surgery centers as well as the diabetic care and long-term care markets.
 
Resorbable Orthopedic Products, LLC (“ROP”) a wholly-owned subsidiary of the Company was organized as a Texas limited liability company on August 24, 2009, as part of a transaction to acquire a multi-faceted patent for resorbable bone hemostasis products. ROP is both licensing technology from this patent and also developing products itself. In 2014, the Company entered into a commercial out-license for a bone void filler. The Company began receiving royalties under this agreement in the fourth quarter of 2013. Royalties will continue for the life of the patent which expires in 2023. In 2016 ROP received FDA 510(k) clearance for HemaQuell® Resorbable Bone Hemostat. HemaQuell is a mechanical tamponade for bleeding bone that resorbs within 2-7 days after use. The Company received 510(k) clearance for the resorbable orthopedic hemostat in February of 2016; completed subsequent testing and launched HemaQuell® Resorbable Bone Hemostat in 2017, with our first sales realized in the fourth quarter. The Company is currently focusing its sales efforts in the domestic (United States) market, with an emphasis on orthopedic, cardiovascular, and spine surgeries.
 
Our primary focus is developing and marketing products for the advanced wound care market, with an emphasis on surgical products, as pursued through our wholly owned subsidiaries, WCI and ROP, which brings a unique mix of products, procedures and expertise to the wound care arena including surgical wounds. CellerateRX/CRXɑ® Adjuvant’s unique Activated Collagen® fragments (CRa® are a fraction of the size of the native collagen molecules and particles found in other products, which delivers the benefits of collagen to the body immediately.
  
 
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Management Letter
 
Wound Management Technologies, Inc. is pleased to report first quarter 2018 revenue of $1,961,787 which was up 22% compared to prior year and represented an all-time high in quarterly sales for the Company. The higher revenues were the result of our continued success implementing strategic initiatives to grow our sales force, expand our surgical product sales to new customers, and a renewed focus on long-term care. We are also increasing our market presence with continuing case studies by key opinion leaders.
 
The Company also achieved another profitable quarter, as it continues to invest heavily in expanding its sales reach, product development and clinical support. All convertible debt was converted to common shares of the Company's stock in the first quarter of 2018, resulting in zero debt on the balance sheet for the first time in the history of the Company. In addition, all Series C Convertible Preferred Stock shareholders converted their Series C shares and related dividends to common shares of the Company's stock resulting in one class of common shares issued and outstanding as of March 31, 2018.
 
In closing, Wound Management Technologies continues to be well positioned to execute our strategic growth initiatives with a solid go-to-market plan in place.  The Company looks forward to capitalizing on the traction it has built in the market thus far with additional investments in strategic growth, sales, marketing and clinical support for CellerateRX®/CRXɑ® Activated Collagen®/CRXɑ® Adjuvant  and HemaQuell® Resorbable Bone Hemostat .
 
Results of Operations
 
For the three months ended March 31, 2018, compared with the three months ended March 31, 2017:
 
Revenues.  The Company generated revenues of $1,961,787 for the three-months ended March 31, 2018, compared to revenues of $1,605,246 for the three-months ended March 31, 2017, representing a 22% increase in revenues. The higher revenues were the result of our continued success implementing strategic initiatives to grow our sales force, expand our surgical product sales to new customers, and a renewed focus on long-term care. Revenues include $50,250 in royalty income for each of the three-months ended March 31, 2018 and 2017 from the development and license agreement the Resorbable Orthopedic Products, LLC subsidiary (ROP) executed with BioStructures, LLC in 2011.
 
Cost of goods sold. Cost of goods sold for the three-months ended March 31, 2018, was $210,912, compared to costs of goods sold of $173,702 for the three-months ended March 31, 2017. The increase over prior year was consistent with the higher sales volume.
 
Selling, general and administrative expenses (“SG&A"). SG&A expenses for the three-months ended March 31, 2018, were $1,654,361, as compared to SG&A expenses of $1,350,062 for the three-months ended March 31, 2017, a 22% increase in SG&A expenses. SG&A expenses increased primarily due to higher sales commission expense related to the revenue increase, higher payroll expenses as we grow our infrastructure and consulting fees related to strategic initiatives.
 
Operating Income. Operating income for the three-months ended March 31, 2018 was $66,708, compared to operating income of $58,259, representing a 15% increase over prior year. The increase in operating income was primarily due to higher revenues, partially offset by higher SG&A.
 
Interest expense. Interest expense was $60,608 for the three-months ended March 31, 2018, as compared to $44,803 for the three-months ended March 31, 2017 or an increase of 35%. This change was due to additional Related Party interest related to the early conversion of note in 2018.
 
Net income. We had a net income of $6,209 for the three-months ended March 31, 2018, compared to net income of $53,058 for the three-months ended March 31, 2017. The decrease in net income was due to higher Related Party interest expense in 2018, and a gain recognized in 2017 related to debt forgiveness.
 
Liquidity and Capital Resources
 
As a result of the conversion of the two notes payable to related parties totaling $1,200,000, the Company has a working capital surplus of $1,532,790 as of March 31, 2018, an increase of $1,610,754 from the 2017 year-end deficit balance of $77,964.
 
As of March 31, 2018, we had total current assets of $2,011,793, including cash of $261,446 and inventories of $613,714. As of December 31, 2017, our current assets of $2,037,360 included cash of $463,189 and inventories of $711,397.
 
As of March 31, 2018, we had total current liabilities of $479,003. Our current liabilities also include $102,250 of current year accrued payables and royalties. As of December 31, 2017, our current liabilities of $2,115,324 included $1,200,000 of notes payable to related parties. Our current liabilities also included $244,442 of current year accrued payables and royalties, which were paid in full during January of 2018.
 
For the three-months ended March 31, 2018, net cash used in operating activities was $200,446 compared to $163,844 used in the first three-months of 2017.
 
 
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In the three-months ended March 31, 2018, net cash used in investing activities was $1,297 compared to $114,535 used in the first three-months of 2017.
 
In the three-months ended March 31, 2018, net cash used in financing activities was $0. For the three-months ended March 31, 2017, financing activities provided $23,907.
 
Off-Balance Sheet Arrangements
 
None.
 
Recent Accounting Pronouncements
 
For the period ended March 31, 2018, there were no changes to our critical accounting policies as identified in our Annual Report on Form 10-K for the year ended December 31, 2017.
 
 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers which is to be effective for reporting periods beginning after December 15, 2017. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no impact to the opening balance of accumulated deficit or revenues for the quarter ended March 31, 2018 as a result of applying Topic 606.
.
 In February 2016, the FASB issued ASC 842 Leases which is to be effective for reporting periods beginning after December 15, 2018. The Company has reviewed the pronouncement and believes it will not have a material impact on the Company’s financial position, operations or cash flows.
 
Contractual Commitments
 
Effective January 3, 2008, WCI entered into separate exclusive license agreements with both Applied Nutritionals, LLC (“Applied”) and its founder George Petito (“Petito”), pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. The licenses are limited to the human health care market, (excluding dental and retail) for external wound care (including surgical wounds) and include any new product developments based on the licensed patent and processes and any continuations. Although the term of these licenses expired on February 27, 2018, the agreements permit WCI to continue to sell and distribute products for a period not exceeding six (6) months from the effective termination date.
 
In consideration for the licenses, WCI agreed to pay Applied and Petito, (in the aggregate), the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000; (b) a royalty of 15% of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000 on January 3, 2009; plus (d) a royalty of 3% of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter if the royalty percentage payments made do not meet or exceed that amount. The amounts listed in the two preceding sentences are the aggregate of amounts paid/owed to Applied and Petito) and the Company has paid the minimum aggregate annual royalty payments each year since 2008, including both 2017 and 2016. Sales of CellerateRX occurring after the termination date are subject to the 3% royalty.
 
On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSIACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s Common Stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As a smaller reporting company, we are not required to provide this information.
 
 
 
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Item 4. Controls and Procedures
 
Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2018, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of March 31, 2018, our disclosure controls and procedures were effective.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.
 
 
 
 
14
 
 
Part II — Other Information
 
Item 1.  Legal Proceedings
 
 
Wound Management Technologies, Inc. v. Fox Lake Animal Hospital, PSP: Wound Management Technologies, Inc. instituted litigation in Cause No. 96-263918-13 in the 96th District Court of Tarrant County, Texas against Fox Lake Animal Hospital, PSP and Bohdan Rudawksi, Trustee of the Fox Lake Animal Hospital, PSP. The cause of action asserts that the loan transaction between Wound Management Technologies, Inc. and Fox Lake Animal Hospital PSP involved the collection of illegal usurious interest for the reason that while the face amount of the promissory note is $39,000, but the loan actually loaned for a 6-month period was $25,000, resulting in an interest rate in excess of the maximum rate permitted by the Texas Finance Code. Wound Management Technologies, Inc. is seeking to recover the penalties authorized by the Texas Finance Code, together with the attorney’s fees. Fox Lake Animal hospital and Bohdan Rudawski, Trustee have filed a counterclaim where they allege there were misrepresentations by Wound Management Technologies, Inc. that would excuse them from having to pay penalties under the Texas Finance Code for charging usurious interest. Fox Lake Animal Hospital and Bohdan Rudawski, Trustee further claim that actions asserted violates the Federal Securities Exchange Act and alleged fraud and fraud in the inducement in entering into the promissory note. 
 
Wound Management Technologies, Inc. v. Bohdan Rudawski: Wound Management Technologies, Inc. instituted litigation in Cause No. 352-263856-13 in the 352nd District Court of Tarrant County, Texas against Bohdan Rudawksi. The case has been postponed until September of 2016. The cause of action asserts that the loan transaction between Wound Management Technologies, Inc. and Bohdan Rudawski involved the collection of illegal usurious interest for the reason that while the face amount of the promissory note is $156,000, but the loan actually loaned for a 6-month period was $100,000, charging an effective interest rate of over 100% which violates the provisions of the Texas Finance Code. Wound Management Technologies, Inc. is seeking to recover the penalties authorized by the Texas Finance Code, together with the attorney’s fees. Bohdan Rudawski has filed an answer and alleges there was not an absolute obligation to repay the note, attempting to defeat the usury claim. Bohdan Rudawski has further asserted that the claims violate the Federal Securities Exchange Act and allege fraud of inducement in entering into the promissory note.
 
The 352nd Judicial District Court entered an order in December, 2016 consolidating the Bohdan Rudawski case and the Fox Lake Animal Hospital case into the 352nd Court case. The case was tried and went to the jury on March 22, 2018. The jury, in response to the question concerning the fraud counterclaim, reached a verdict that there was no fraud, therefore, a Judgment should be entered finding that the Defendants take nothing by virtue of their fraud claim.
 
Item 1a.  Risk Factors
As a smaller reporting company, we are not required to provide this information.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
 
Item 3.  Defaults Upon Senior Securities
None.
 
Item 4.  Mine Safety Disclosure
This item is not applicable.
 
Item 5.  Other Information
None.
 
 
15
 
Item 6.  Exhibits
 
The following documents are filed as part of this Report:
 
Exhibit No.
 
Description
 
 
 
 
Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
 
Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
 
Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
 
 
 
 
Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
 
 
 
101
 
Interactive Data Files pursuant to Rule 405 of Regulation S-T.
 
*  Filed herewith
 
 
 
 
 
16
 
 
Signatures
 
Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Wound Management Technologies, Inc.
 
 
 
 
 
May 15, 2018
By:
/s/ Michael McNeil
 
 
 
Michael McNeil
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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