U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2020

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission File No. 000-55167

 

PetVivo Holdings Inc.

(Name of small business issuer in its charter)

 

Nevada		99-0363559
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

5251 Edina Industrial Blvd.

Edina, Minnesota 55439

(Address of principal executive offices)

 

(952) 405-6216

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:
None

 

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

 

Common Stock, $0.001

(Title of Class)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 (Section 229.405 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 whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

	Large accelerated filer	[  ]	Accelerated filer	[  ]
	Non-accelerated filer	[  ]	Smaller reporting company	[X]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Class		Outstanding as of February 10, 2021
Common Stock, $0.001		6,795,666

 

 

 

PETVIVO HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2020

 

INDEX

 

			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PART I. FINANCIAL INFORMATION			4
Item 1.	Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.	Qualitative and Quantitative Disclosures About Market Risk		32
Item 4.	Controls and Procedures		32
PART II. OTHER INFORMATION			34
Item 1.	Legal Proceedings		34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3.	Defaults Upon Senior Securities		34
Item 4.	Mine Safety Disclosure		34
Item 5.	Other information		34
Item 6.	Exhibits		35
SIGNATURES			36

 

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of PetVivo Holdings Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

 

PART I.

 

ITEM 1. FINANCIAL STATEMENTS

 

PETVIVO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		December 31, 2020 (Unaudited)				March 31, 2020
Assets:
Current Assets
Cash and cash equivalents		$	230,969			$	888
Restricted cash			-				9,694
Accounts receivable			2,250				1,000
Inventory			9,971				-
Equity sale proceeds receivable			-				52,000
Investments - equity securities			1,500				1,500
Prepaid expenses – short term			141,687				132,023
Total Current Assets			386,377				197,105
Property and Equipment:
Property and equipment			339,917				221,493
Less: accumulated depreciation			(136,318	)			(111,586	)
Total Property and Equipment, net			203,599				109,907
Other Assets:
Operating lease right-of-use			164,350				148,693
Deferred offering costs			110,744				-
Trademark and patents, net			25,769				58,611
Security deposit			8,201				8,201
Total Other Assets			309,064				215,505
Total Assets		$	899,040			$	522,517
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses		$	782,732			$	794,057
Accrued expenses - related party			9,615				252,607
Convertible notes and accrued interest payable			280,000				-
PPP loan – short term			33,364				-
Notes payable and accrued interest			40,969				15,095
Notes payable and accrued interest - related party			34,466				61,255
Operating lease liability – short term			26,450				24,791
Total Current Liabilities			1,207,596				1,147,805
Other Liabilities:
PPP loan (net of current)			5,561				-
Note payable and accrued interest - related party (net of current)			15,360				-
Share-settled debt obligation – related party, net of debt discount			194,579				-
Convertible notes and accrued interest payable			-				286,981
Operating lease liability (net of current)			137,900				123,901
Total Other Liabilities			353,400				410,882
Total Liabilities		$	1,560,996			$	1,558,687
Commitments and Contingencies
Stockholders’ Equity (Deficit):
Preferred stock, par value $0.001, 20,000,000 shares authorized 0 and 0 shares outstanding at December 31, 2020 and March 31, 2020, respectively
Common stock, par value $0.001, 250,000,000 shares authorized 6,718,979 and 5,727,965 shares outstanding at December 31, 2020 and March 31, 2020, respectively			6,719				5,728
Common stock to be issued			-				52,000
Additional Paid-In Capital			57,119,733				53,494,747
Accumulated Deficit			(57,788,408	)			(54,588,645	)
Total Stockholders’ Deficit			(661,956	)			(1,036,170	)
Total Liabilities and Stockholders’ Deficit		$	899,040			$	522,517

 

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

Shares retroactively restated for 4-for-1 reverse stock split in December of 2020.

 

 

PETVIVO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended December 31,								Nine Months Ended December 31,
		2020				2019				2020				2019
Revenues		$	507			$	500			$	7,303			$	500
Cost of Sales			-				2,145				350				5,990
Gross Profit (Loss)			507				(1,645	)			6,953				(5,490	)
Operating Expenses:
Sales and Marketing			24,484				77,109				106,745				85,057
Research and Development			30,265				4,768				30,265				11,900
Intangible Impairment			8,353				28,038				23,930				28,038
General and Administrative:
Depreciation and Amortization			12,398				137,725				73,062				422,855
Other General and Administrative			310,397				323,476				1,418,976				942,725
Total General and Administration			322,795				461,201				1,492,038				1,365,580
Total Operating Expenses			385,897				571,116				1,652,978				1,490,605
Operating Loss		$	(385,390	)		$	(572,761	)		$	(1,646,025	)		$	(1,496,095	)
Other Income (Expense)
Gain on Sale of Asset			-				-				482				450
Gain on Settlement			-				29,986				-				29,986
Gain on Debt Restructuring			-				-				516				-
Gain (Loss) on Debt Extinguishment			366,903				-				366,903				(81,738	)
Derivative Expense			(970,600	)			-				(1,702,100	)			-
Interest Expense			(48,666	)			(8,418	)			(219,539	)			(23,855	)
Total Other Income (Expense)			(652,363	)			21,568				(1,553,738	)			(75,157	)
Net Loss before taxes		$	(1,037,753	)		$	(551,193	)		$	(3,199,763	)		$	(1,571,252	)
Income Tax Provision			-				-				-				-
Net Loss			(1,037,753	)			(551,193	)			(3,199,763	)			(1,571,252	)
Net Loss Per Share:
Basic and Diluted		$	(0.16	)		$	(0.10	)		$	(0.53	)		$	(0.30	)
Weighted Average Common Shares Outstanding:
Basic and Diluted			6,442,549				5,525,011				6,006,382				5,170,499

 

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

Shares retroactively restated for 4-for-1 reverse stock split in December of 2020.

 

 

PETVIVO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

Nine Months Ended December 31, 2020

 

		Common Stock								Additional Paid-in				Accumulated				Common Stock to
		Shares				Amount				Capital				Deficit				be Issued				Total
Balance at March 31, 2020			5,727,965			$	5,728			$	53,494,747			$	(54,588,645	)		$	52,000			$	(1,036,170	)
Common stock issued			20,000				20				51,980				-				(52,000	)			-
Warrants issued in conjunction with convertible debt			-				-				91,500				-				-				91,500
Stock-based compensation			30,000				30				183,214				-				-				183,244
Net loss			-				-				-				(814,008	)			-				(814,008	)
Balance at June 30, 2020			5,777,965			$	5,778			$	53,821,441			$	(55,402,653	)		$	-			$	(1,575,434	)
Common stock sold			226,071				226				316,274				-				-				316,500
Stock-based compensation			174,752				175				653,688				-				-				653,863
Stock issued for debt conversion			25,003				25				25,357				-				-				25,382
Cashless warrant exercises			15,257				15				(15	)			-				-				-
Net loss			-				-				-				(1,348,002	)			-				(1,348,002	)
Balance at September 30, 2020			6,219,048			$	6,219			$	54,816,745			$	(56,750,655	)		$	-			$	(1,927,691	)
Cash paid to exercise warrants			202,499				202				449,791				-				-				449,993
1-for-4 reverse split rounding			724				1				(1	)			-				-				-
Stock-based compensation – employees			-				-				52,490				-				-				52,490
Stock issued for services – non-employees											72,000												72,000
Stock issued for debt conversion			263,568				264				1,728,741				-				-				1,729,005
Cashless warrant exercises			33,140				33				(33	)			-				-				-
Net loss			-				-				-				(1,037,753	)			-				(1,037,753	)
Balance at December 31, 2020			6,718,979			$	6,719			$	57,119,733			$	(57,788,408	)		$	-			$	(661,956	)

 

Nine Months Ended December 31, 2019

 

		Common Stock								Additional Paid-in				Accumulated				Common Stock to
		Shares				Amount				Capital				Deficit				be Issued				Total
Balance at March 31, 2019			4,966,801			$	4,967			$	51,569,795			$	(52,505,912	)		$	86,333			$	(844,817	)
Stock-based compensation			-				-				157,134				-				33,667				190,801
Net loss			-				-				-				(500,887	)			-				(500,887	)
Balance at June 30, 2019			4,966,801			$	4,967			$	51,726,929			$	(53,006,799	)		$	120,000			$	(1,154,903	)
Common stock issued			19,425				19				119,881				-				(120,000	)			-
Common stock sold			90,000				90				99,910				-				-				100,000
Stock-based compensation			7,574				8				135,270				-				102,000				237,278
Stock granted for debt conversion			323,967				324				537,379				-				-				537,703
Net loss			-				-				-				(519,173	)			-				(519,173	)
Balance at September 30, 2019			5,407,767			$	5,408			$	52,619,469			$	(53,525,972	)		$	102,000			$	(799,095	)
Common stock issued			67,500				67				101,933				-				(102,000	)			-
Common stock sold			121,500				122				134,878				-				69,391				204,391
Warrants sold			-				-				34,609				-				-				34,609
Stock-based compensation			22,500				22				292,656				-				70,500				363,178
Net loss			-				-				-				(551,193	)			-				(551,193	)
Balance at December 31, 2019			5,619,267			$	5,619			$	53,183,545			$	(54,077,165	)		$	139,891			$	(748,110	)

 

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

Shares retroactively restated for 4-for-1 reverse stock split in December of 2020.

 

 

PETVIVO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Nine Months Ended
		December 31, 2020				December 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss For The Period		$	(3,199,763	)		$	(1,571,252	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Derivative expense			1,702,100				-
Stock-based compensation – employees			889,597				791,256
Stock issued for services – non-employees			72,000				-
Depreciation and amortization			73,062				422,855
Amortization of debt discount			173,174				-
Intangible impairment			23,930				28,038
Loss (Gain) on debt extinguishment			(366,903	)			81,738
Gain on debt restructuring			(516	)			-
Gain on settlement							(29,986	)
Gain on sale of asset			(482	)			(450	)
Changes in Operating Assets and Liabilities
Increase in prepaid expenses and deferred offering costs			(120,408	)			(166,270	)
Increase in accounts receivable			(1,250	)			(500	)
Increase in inventory			(9,971	)			-
Interest accrued on notes payable - related party			7,011				4,314
Interest accrued on notes payable			2,823				-
Interest accrued on convertible notes payable			37,150				18,537
Decrease in accounts payable and accrued expense			(10,924	)			(23,471	)
Increase (decrease) in accrued expenses - related party			(47,475	)			30,053
Net Cash Used In Operating Activities			(776,845	)			(415,138	)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in investments			-				(1,500	)
Sale of equipment			482				450
Purchase of equipment			(118,424	)			(1,000	)
Increase in patents and trademarks			(39,817	)			(44,822	)
Net Cash Used in Investing Activities			(157,759	)			(46,872	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from common stock sold			316,500				339,000
Cash proceeds from warrant exercises			449,993				-
Equity sale proceeds receivable			52,000				-
Proceeds from PPP note payable			38,665				-
Proceeds from notes payable			27,500				-
Proceeds from convertible notes			322,500				280,000
Repayments of convertible notes			(28,077	)			(11,479	)
Repayments of notes payable			(4,190	)			(18,831	)
Repayments of notes payable - related party			(19,900	)			(26,900	)
Net Cash Provided by Financing Activities			1,154,991				561,790
Net Increase in Cash			220,387				99,780
Cash and Restricted Cash at Beginning of Period			10,582				6,460
Cash and Restricted Cash at End of Period		$	230,969			$	106,240
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During The Period For:
Interest		$	45,850			$	16,338
Stock granted for debt conversion		$	1,729,005			$	-
SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES
Derivative treated as debt discount		$	352,941			$	537,703
Share-settled debt obligation – related party debt modification		$	196,000			$	-
Notes payable - related party converted into common stock		$	25,382			$	-

 

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

 

 

PetVivo Holdings, Inc.

Notes to Financial Statements

December 31, 2020

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization and Description

 

The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment of afflictions and diseases in animals, initially for dogs and horses. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.

 

(B) Basis of Presentation

 

PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota PetVivo becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of the Company.

 

In October 2020, the Company approved a 1-for-4 reverse split of our outstanding shares of common stock that was made effective December 29, 2020; concurrently, the Company increased its authorized shares of common stock from 225,000,000 to 250,000,000; all share and per share data has been retroactively adjusted for this reverse split for all period presented.

 

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures, which are included in annual financial statements, have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading.

 

Although these interim financial statements at December 31, 2020 and for the nine months ended December 31, 2020 and 2019 are unaudited, in the opinion of our management, such statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the nine months ended December 31, 2020 are not necessarily indicative of the results to be expected for the year ended March 31, 2021 or for any future period.

 

These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended March 31, 2020, included in our annual report on Form 10-K filed with the SEC on June 29, 2020.

 

(C) Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations. All intercompany accounts have been eliminated upon consolidation.

 

(D) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, estimated useful lives and potential impairment of property and equipment and intangible assets, estimate of fair value of share-based payments and derivative instruments and recorded debt discount, estimate of fair value of lease liabilities and related right of use asset, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.

 

 

(E) Cash and Cash Equivalents

 

The Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2020, the Company had $230,969 in cash and no cash equivalents. At March 31, 2020, the Company had $10,582 in cash and restricted cash and no cash equivalents.

 

(F) Concentration-Risk

 

The Company maintains its cash with various financial institutions, which at times may exceed limits insured by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2020, cash did not exceed the FDIC uninsured balances and management believes the Company is not exposed to any significant credit risk on cash.

 

(G) Property & Equipment

 

Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the asset’s estimated useful life of (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures.

 

(H) Patents and Trademarks

 

The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the lesser of a useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

 

(I) Loss Per Share

 

Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The Company has 1,124,803 warrants outstanding as of December 31, 2020 with varying exercise prices ranging from $1.20 to $15.56/share. The weighted average exercise price for these warrants is $1.99/share. These warrants are excluded from the weighted average number of shares because they are considered anti-dilutive.

 

The Company had 1,305,111 warrants outstanding as of December 31, 2019, with varying exercise prices ranging from $1.20 to $15.56/share. The weighted average exercise price for these warrants was $2.16/share. These warrants are excluded from the weighted average number of shares because they are considered antidilutive.

 

The Company uses the guidance in ASC 260 to determine if-converted loss per share. ASC 260 states that convertible securities should be considered exercised at the later date of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also, the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be antidilutive.

 

At December 31, 2020, the Company had $280,000 in convertible notes principal and $-0- in interest outstanding; at December 31, 2019, the Company had $280,000 in convertible notes principal and $7,057 in interest outstanding; these notes mature in our fiscal quarter ended June 30, 2021. If converted, the $280,000 in outstanding principal and $-0- in accrued interest would convert into 96,924 shares of common stock at a rate of $2.89 per share. Also at December 31, 2020, the Company had a share-settled debt obligation with a related party wherein $196,000 in principal will be converted into units of one share of common stock and one warrant for a share of common stock with the exact number of units to be determined by the terms of an S-1 offering that as of this filing has yet to take place. See Note 8 to these financial statements for more information on the convertible notes discussed in this paragraph.

 

 

(J) Revenue Recognition

 

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 606, “Revenue From Contracts With Customers.” Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The Company adopted the guidance on April 1, 2018 using the cumulative catch-up transition method. This change in accounting did not have any material effect on the Company’s financial statements.

 

The Company recognizes revenue related to our sales of Kush product to veterinarians when the performance obligation is met, which is when we have received an order and shipped the Kush product.

 

(K) Research and Development

 

The Company expenses research and development costs as incurred.

 

(L) Fair Value of Financial Instruments

 

The Company applies the accounting guidance under FASB ASC 820-10, “Fair Value Measurements,” as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The Company’s financial instruments consist of investments – equity securities receivable, notes payable and accrued interest, notes payable and accrued interest - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates their fair value as of December 31, 2020 and March 31, 2020, due to the short-term nature of these instruments and the Company’s borrowing rate of interest.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices.

 

The Company measured its investments – equity securities receivable at fair value at December 31, 2020, and March 31, 2020, see Note 4 to the financial statements included in this Form 10-Q.

 

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. ASC 815 requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value, which are in level 3 of the fair value hierarchy.

 

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

 

 

(M) Stock-Based Compensation – Employees and Non-Employees

 

Equity Instruments Issued to Employees and Non-Employees for Acquiring Goods or Services

 

On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date.

The Company accounts for employee stock-based compensation the same as non-employee stock-based compensation.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

 

	●	Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
	●	Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
	●	Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
	●	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

 

(N) Income Taxes

 

The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

 

The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740.

 

As required by ASC Topic 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied ASC Topic 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, the Company did not recognize any change in the liability for unrecognized tax benefits.

 

The Company is not currently under examination by any federal or state jurisdiction.

 

The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.

 

(O) Inventory

 

Inventories are recorded in accordance with ASC 330 and are stated at the lower of cost and net realizable value. We account for inventories using the first in first out (FIFO) methodology and capitalize costs on a project basis as they occur. The current marketed shelf life of our Kush inventory is 3 years. However, management reserves the right to review and adjust this as appropriate.

 

(P) Recently Issued and Adopted Accounting Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We adopted this ASU on April 1, 2020 and it did not have a material effect on our consolidated financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2019, and interim periods therein. The Company adopted this ASU on April 1, 2020 and it did not have a material impact on the financial statements.

 

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

 

 

NOTE 2 - GOING CONCERN

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.

 

The Company incurred net losses of $3,199,763 for the nine-month period ended December 31, 2020 and had net cash used in operating activities of $776,845 for the same period. Additionally, the Company has an accumulated deficit of $57,788,408, working capital deficit of $821,219, and a stockholders’ deficit of $661,956 at December 31, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance on these consolidated financial statements. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance its operations.

 

Management intends to raise additional funds through a private placement or public offering of its equity securities; this is evidenced by the filing of Forms S-1 and S-1/A with the Securities and Exchange Commission on October 13, 2020, and December 31, 2020, respectively. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in its viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds.

 

COVID-19 has had an impact on the global economy, which directly or indirectly may have an impact on our ability to continue as a going concern.

 

These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – LEASE AND COMMITMENTS

 

Rent expense for the three-month periods ended December 31, 2020 and December 31, 2019 were $13,343 and $13,434, respectively. Rent expense for the nine-month periods ended December 31, 2020 and December 31, 2019 were $40,479 and $37,679, respectively.

 

The Company entered into an eighty-four-month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space located in Edina, Minnesota on May 3, 2017. The Company resided in the facility starting in November of 2017. The base rent started as $2,078 per month with 2% increases annually and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. The base rent as of December 31, 2020 is $2,162. This lease is terminable by the landlord if damage causes the property to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days. On January 8^th, 2020, the Company entered into a lease amendment whereby agreed to extend the lease term through November of 2026 in exchange for receipt of a loan of $42,500 recorded to notes payable and a grant of $7,500, which has been recorded to accrued expenses and will be amortized over the remainder of the lease term.

 

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of December 31, 2020:

 

Year Ended March 31,
2021		$	6,614
2022			26,634
2023			27,167
2024			27,710
2025			28,265
Thereafter			48,305
		$	164,695
Less: Amount representing interest			(345	)
Present value of lease liabilities		$	164,350

 

 

In compliance with ASC 842, the Company recognized, based on the extended lease term to November 2026 and a treasury rate of 0.12%, an operating lease right-to-use assets for approximately $189,600 and corresponding and equal operating lease liabilities for the lease of our facility in Edina, MN. As of December 31, 2020, the Company only had one operating lease so that the remaining lease term and weighted average discount rate are approximately 6 years and 0.12%, respectively.

 

		December 31, 2020
Present value of future base rent lease payments		$	164,350
Base rent payments included in prepaid expenses			-
Present value of future base rent lease payments – net		$	164,350

 

As of December 31, 2020, the present value of future base rent lease payments – net is classified between current and non-current assets and liabilities as follows:

 

		December 31, 2020
Operating lease right-of-use asset		$	164,350
Total operating lease assets			164,350
Operating lease current liability			26,450
Operating lease other liability			137,900
Total operating lease liabilities		$	164,350

 

Pursuant to a lease wherein our subsidiary, Gel-Del Technologies, Inc., was the lessee until and through the lease's termination in fiscal year 2017-2018, the Company had recorded as of those fiscal years approximately $330,000 as a potential payable to the lessor, which this liability remains as of December 31, 2020 and is included in accounts payable.

 

NOTE 4 – INVESTMENTS – EQUITY SECURITIES

 

On June 28, 2019, the Company entered into a purchase agreement with a third-party to purchase 1,500,000 shares of Emerald Organic Products, Inc. (OTC Pink: “EMOR”) common stock for consideration of $1,500. The Company applied guidance from ASU No. 2016-01 Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities and ASC 820 to arrive at a fair value at December 31, 2020 of $1,500. The Company took into account many factors when determining the stock’s fair value including, but not limited to, the nature and duration of the restriction on the stock, the extent to which potential buyers would be limited by the restriction, and qualitative and quantitative factors specific to both the instrument and the issuer and risk of non-performance.

 

NOTE 5 – PREPAID EXPENSES AND DEFERRED OFFERING COSTS

 

At December 31, 2020 and March 31, 2020, the Company had $252,431 and $132,023 in prepaid expenses and deferred offering costs, respectively. At December 31, 2020 the total prepaids amount of $252,431 was made up primarily of $141,687 in prepaid expenses – short term and $110,744 in deferred offering costs. Of the $141,687 classified as prepaid expenses – short term, approximately $73,000 is made up of advertising and marketing services yet to be performed, and $25,000 is made up of a deposit for our canine elbow osteoarthritis study to be performed by Colorado State University. The $110,744 classified as deferred offering expenses is entirely made up of legal costs incurred related to our S-1 and S-1/A filings with the Securities and Exchange Commission on October 13, 2020, and December 31, 2020, respectively, and will be recorded as a reduction of proceeds should we be successful in raising capital through this S-1 offering or expensed if not.

 

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

The components of property and equipment were as follows:

 

		December 31, 2020				March 31, 2020
Leasehold improvements		$	177,184			$	98,706
Furniture and office equipment			10,130				10,130
Production equipment			127,419				87,473
R&D equipment			25,184				25,184
Total, at cost			339,917				221,493
Accumulated depreciation			(136,318	)			(111,586	)
Total, net		$	203,599			$	109,907

 

During the three months ended December 31, 2020 and 2019, depreciation expense was $10,768 and $2,438, respectively. During the nine months ended December 31, 2020 and 2019, depreciation expense was $24,731 and $12,861, respectively. During the nine months ended December 31, 2020, the Company received cash proceeds in the amount of $482 related to an insurance claim processed during the three months ended March 31, 2020 for our modular cleanroom that was damaged during shipment to the buyer of the same. During the nine months ended December 31, 2019, the Company recognized $450 gain on sale of asset related to the sale of a piece of equipment that was originally purchased for $1,004, was fully depreciated at the time of the sale, and was sold for $450 in cash.

 

NOTE 7 – TRADEMARKS AND PATENTS, NET

 

The components of intangible assets, all of which are finite-lived, were as follows:

 

		December 31, 2020				March 31, 2020
Patents		$	3,836,911			$	3,822,542
Trademarks			26,142				25,023
Total, at cost			3,863,053				3,847,565
Accumulated Amortization			(3,837,284	)			(3,788,954	)
Total, net		$	25,769			$	58,611

 

During the three-month periods ended December 31, 2020 and 2019, amortization expense was $1,629 and $134,283, respectively. During the nine-month periods ended December 31, 2020 and 2019, amortization expense was $48,331 and $408,994, respectively.

 

During the three-month periods ended December 31, 2020 and 2019, intangible impairment expense was $8,353 and $28,038, respectively. During the nine-month periods ended December 31, 2020 and 2019, intangible impairment expense was $23,930 and $28,038, respectively.

 

 

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES

 

At December 31, 2020, the Company is obligated for $129,720 in notes payable, notes payable – related parties and accrued interest and $280,000 in convertible notes payable.

 

At March 31, 2020, the Company is obligated for $76,350 in notes payable and accrued interest and $286,981 in convertible notes payable and accrued interest.

 

				December 31, 2020								March 31, 2020
				Notes Payable				Convertible Notes Payable				Notes Payable				Convertible Notes Payable
1.		Third Parties – Principal		$	79,634			$	280,000			$	15,000			$	280,000
		Third Parties – Interest			260				-				95				6,981
		Third Parties – Total			79,894				280,000				15,095				286,981
2.		Related Parties – Principal			49,826				-				59,642				-
		Related Parties – Interest			-				-				1,613				-
		Related Parties – Total			49,826				-				61,255				-
		Total		$	129,720			$	280,000			$	76,350			$	286,981

 

Convertible Notes Payable

 

The Company entered into a convertible note payable held by RedDiamond Partners, LLC (“RDCN”) on June 15, 2020, whereby the RDCN was convertible on or after January 15, 2021 and before maturity on March 15, 2021 at a rate of $1.12/share. The RDCN was issued in the principal amount of $352,941 with $52,941 being made up of a 15% Original Issue Discount (“OID”) and included a conversion feature. However, this conversion feature’s exercise contingency was only utilizable if triggered by the occurrence of an Event of Default, which included events that were outside the control of the Company (i.e. not based solely on the market for the Company’s stock or the Company’s own operations). Additionally, the RDCN accrued interest at a rate of 12.5% per annum, calculated on a 360-day-per-year-basis. This RDCN was issued alongside a warrant for purchase of 139,286 shares of Company common stock (“RDCN Warrants”) with a relative fair value of $91,500. Upon inception, the outstanding principal balance of the RDCN was reduced to $-0- by various discounts on the debt totaling ($352,941) as follows: i) the RDCN Warrants generated a discount on the debt of ($91,500) based on the relative fair value of the same; ii) $2,500 in investor legal costs was treated as a discount on the debt of ($2,500) since this was paid by the Company; iii) $52,941 of OID was treated as a discount on the debt of ($52,941); iv) a discount of ($206,000) was taken due to the conversion option being treated as a derivative. In evaluating the various instruments and their components within this transaction (including issuance of the RDCN and RDCN Warrants) for treatment as a derivative and the respective accounting treatment of the same, the Company referenced ASC 470 and ASC 815 in conjunction with interpretive guidance. In conjunction with the RDCN and RDCN Warrants issuances, the Company also paid $30,000 and issued 75,000 warrants (“Think Warrants”) valued at $31,500 using the Black-Scholes model to Think Equity for soliciting the RedDiamond Partners, LLC transaction. The total issuance costs paid to Think Equity of $61,500 of cash and warrants, which the Company recorded the relative fair value of $52,399 to expense since no further discount was available to be taken on the debt. As of December 31, 2020, the Company had $-0- in unamortized debt discount remaining and owed $-0- in principal and interest pursuant to the RDCN. For the three and nine months ended December 31, 2020, the Company amortized a pro-rata portion of the discount on the debt on a straight-line basis to interest expense in the amounts of $35,919 and $173,174, respectively. At October 26, 2020, the Company entered into a note conversion agreement that converted the then outstanding balance of $368,995 made up of $352,941 in principal and $16,054 in accrued interest into 263,568 shares of common stock at a rate of $1.40 per share when the market price of the stock was $6.56. The settlement relieved a derivative liability in the amount of $1,908,100, outstanding principal and interest of $368,995, and debt discount in the amount of ($181,187) in exchange for stock valued on the date of the settlement in the total amount of $1,729,005; this triggered a gain on debt extinguishment of $366,903. Please see Note 10 to these financial statements for more information on this conversion.

 

 

At December 31, 2020 and March 31, 2020, the Company is/was obligated for several convertible notes payable held by accredited investors (“Accredited Investor Convertible Notes” or “AICN” or “AICNs”). At December 31, 2020 the total outstanding balance of these AICNs of $280,000 was made up of $280,000 in principal and $-0- in accrued interest. At March 31, 2020, the total outstanding balance of these AICNs of $286,981 was made up of $280,000 in principal and $6,981 in accrued interest. The Company entered into these AICNs during the quarter ended June 30, 2019. All of these AICNs mature during the quarter ended June 30, 2021, two years from their inception dates. These AICNs accrue interest at a rate of 10% annually. Accrued interest is due and payable each calendar quarter in cash.

 

During the three and nine months ended December 31, 2020, the Company paid out $14,115 and $28,077, respectively, in accrued interest to these convertible note holders. During the three and nine months ended December 31, 2019, the Company paid out $-0- and $11,479, respectively, in accrued interest to these convertible note holders.

 

These AICNs automatically convert into shares of common stock at a rate of $2.89 per share at the earlier of the maturity date or an uplist to a national securities exchange (e.g. NASDAQ or New York Stock Exchange) provided that the Company’s stock price is at least $3.47 at the time of the uplist. The AICN note holders have the right to convert their outstanding principal and interest into shares of the Company’s common stock at any time during their note’s term at $2.89 per share. No AICN note holders have converted their notes as of December 31, 2020.

 

Convertible Notes Payable – Related Party

 

At December 31, 2020 and March 31, 2020, the Company was not obligated for any related party convertible notes payable principal and accrued interest. However, the Company entered into notes payable with three directors on May 14, 2020, in the aggregate principal amount of $25,000. The notes with these three directors accrued interest at a rate of 6% annually, yielding a total amount of accrued interest of $382 at August 14, 2020, the maturity date, and on that date the total outstanding balance of $25,382 was converted at $1.02 per share into 25,003 shares of common stock valued at $25,383.

 

Notes Payable

 

On January 8^th, 2020, the Company entered into a lease amendment whereby the lease term was extended through November of 2026 in exchange for a loan of $42,500 as described in Note 3 to these financial statements. The note payable accrues interest at a rate of 6% per annum.

 

At December 31, 2020, the Company was obligated for notes payable and accrued interest in the amounts of $40,969 and $-0-, respectively. At March 31, 2020, the Company was obligated for notes payable and accrued interest in the amounts of $15,000 and $95, respectively. During the three months ended December 31, 2020, the Company paid $559 in interest and $1,531 in principal pursuant to this note payable.

 

PPP Loan Payable

 

On May 1, 2020, the Company received $38,665 in loan proceeds pursuant to the Paycheck Protection Program enacted by the 2020 US Federal government Coronavirus Aid, Relief, and Economic Security Act. At December 31, 2020, the Company was obligated for the outstanding balance of $38,925, made up of $38,665 in principal and $260 in accrued interest. The principal and accrued interest may be forgivable and the Company has applied for forgiveness. The loan accrues interest at a rate of 1% per annum and matures on May 1, 2022; if not forgiven prior to December 1, 2020, the Company is required to pay monthly installments toward principal and interest until the note is paid in full. However, through the date of this filing we are awaiting review and further guidance from the loan issuer on our repayment status.

 

 

Notes Payable – Related Party

 

At December 31, 2020 and March 31, 2020, the Company was obligated for related party notes payable and accrued interest in the total amount of $49,826 and $61,255, respectively. The balance of $49,826 outstanding at December 31, 2020, is described as the Amendment to Promissory Note in the below Note 9 to these financial statements.

 

NOTE 9 – SHARE-SETTLED DEBT OBLIGATION – RELATED PARTY

 

At December 31, and March 31, 2020, respectively, the Company is obligated for $194,579 in share-settled debt obligation – related party made up of $196,000 in principal owed and ($1,421) in discount on the debt. During the three and nine months ended December 31, 2020 the Company amortized $1,421 in debt discount to interest expense.

 

Effective September 1, 2020, the Company entered into two debt settlement agreements with David B. Masters, a director of the Company, pursuant to an Amendment to Promissory Note and a Promissory Note. The Amendment to Promissory Note extends, for up to an additional two years and under the same terms as originally entered into, the original promissory notes which were issued by Gel-Del Technologies, Inc., a wholly owned subsidiary of the Company, to Dr. Masters. Because this Amendment to Promissory Note simply extended the term over which the Company is required to pay back the outstanding balance this change has been treated as a debt modification. The outstanding principal of $59,642 and interest balance of $6,058 of the original promissory notes was $65,700 at the time of execution of the Amendment to Promissory Note; the terms of this Amendment to Promissory Note are interest accrual at a rate of 8% on an annual basis or 20% if the note is in default. The Amendment to Promissory Note requires monthly payments of $3,100 and a maturity date of June 30, 2022 provided however that if the Company shall achieve $1,500,000 in equity sales or achieve gross product sales of $1,500,000, the Company must pay the outstanding balance at that time.

 

The Promissory Note was entered into with an effective date of September 1, 2020 in a principal amount of $195,000, which represented David Masters’ release of any claim to the $195,000 in past accrued salary he was owed, it accrues interest at a rate of 3% per annum, has a maturity date of August 31, 2022, and required payments of $4,000 per month beginning when the Company’s sale of products reach $3,500,000. The reclassification of the $195,000 was treated as a debt modification.

 

A Settlement and General Release (“Settlement Agreement”) was also executed by Dr. Masters to the benefit of the Company as a settlement and general release of any and all past claims, demands, damages, judgements, causes of action and liabilities that Dr. Masters ever had, may have or may acquire against the Company and its subsidiaries, including, but not limited to any claims related to (a) the ownership, operation, business, or financial condition of the Company or its business, (b) any promissory note, loan, contract, agreement or other arrangement, whether verbal or written, including all unpaid interest charges, late fees, penalties or any other charges thereon, entered into or established between Dr. Masters’ and his affiliates and the Company on or prior to the Effective Date, or (c) the employment of Dr. Masters by the Company (except for claims directly relating to the breach of the Amendment to Promissory Note, the Promissory Note or the Consulting Agreement).

 

On October 15, 2020, the Company entered into a note conversion agreement with David Masters whereby the Company and Mr. Masters both agreed to convert his note payable in the then outstanding balance of $193,158 made up of $192,500 in principal and $658 in accrued interest into common stock and warrants pursuant to terms identical to what is agreed upon in our S-1 offering currently being conducted. Pursuant to this conversion agreement the Company agreed to convert $196,000 made up of $192,500 in principal and a conversion fee of $3,500 and Mr. Masters agreed to forego the interest accrued in the amount of $658. The conversion fee of $3,500 was treated as a discount on the debt and the $658 was treated as a reduction of the discount on debt. Therefore, upon inception the convertible balance of $196,000 was reduced by a discount on the debt of 2,842. As of December 31, 2020, the outstanding balance of this share-settled debt obligation had not yet been converted and is recorded as a liability due to the fact the Company had not agreed to terms of our S-1 offering currently being conducted.

 

At December 31, 2020, the Company was obligated for principal and accrued interest in the amounts of $-0- and $-0-, respectively, related to the Promissory Note and $49,826 and $-0-, respectively, related to the Amendment to Promissory Note.

 

 

NOTE 10 – DERIVATIVE LIABILITY AND EXPENSE

 

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operation as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

 

The Company used the following assumptions for determining the fair value of the conversion feature in the RDCN referenced in Note 8 to these consolidated financial statements, under the binomial pricing model at June 15, 2020, September 30, 2020, and October 26, 2020, the issuance, balance sheet, and conversion dates, respectively:

 

		June 15, 2020				September 30, 2020				October 26, 2020
Stock price on valuation date		$	1.68			$	1.60			$	6.56
Conversion price		$	1.12			$	1.12			$	1.12
Days to maturity			273				166				140
Weighted-average volatility*			367	%			327	%			197	%
Risk-free rate			.18	%			.12	%			.11	%

 

The initial valuation of $526,800 at June 15, 2020, generated a discount on the debt of $206,000, which net the convertible note liability to $-0- and forced a recognition of derivative expense of $320,800 and a corresponding offset to derivative liability of $526,800. At September 30, 2020, the Company revalued the derivative liability to $937,500. At October 26, 2020, the Company revalued the derivative liability to $1,908,100. For the three months ended December 31, 2020 and 2019, the Company recognized $970,600 and $-0- to derivative expense, respectively. For the nine months ended December 31, 2020 and 2019, the Company recognized $1,702,100 and $-0- to derivative expense and derivative liability, respectively. On October 26, 2020, the Company entered into a conversion agreement whereby the RDCN was converted into 263,568 shares of common stock at a rate of $1.40 per share; this triggered a gain on extinguishment of debt in the amount of $366,903 as described in these financial statements’ Note 8.

 

The Company recorded derivative liability transactions during the nine-month period ended December 31, 2020 as follows:

 

		Nine Months Ended December 31, 2020
Convertible note embedded derivative liability
Balance at March 31, 2020		$	-0-
Initial recognition of derivative liability			526,800
Change in fair value			21,400
Balance at June 30, 2020		$	548,200
Change in fair value			389,300
Balance at September 30, 2020		$	937,500
Change in fair value			970,600
Balance at October 26, 2020		$	1,908,100
Conversion of note on October 26,2020			(1,908,100	)
Balance at December 31, 2020		$	-0-

 

 

NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

At December 31, 2020 and March 31, 2020, the Company is obligated to pay $782,732 and $794,057, respectively, in accounts payable and accrued expenses. Of the total at December 31, 2020, $555,960 is made up of accounts payable, while the $226,722 in accrued expenses mainly made up of past employee’s accrued salaries and related payroll taxes payable. Of the total at March 31, 2020 of $794,057, $556,653 is made up of accounts payable, while the $237,404 in accrued expenses is made up of past employee’s accrued salaries and related payroll taxes payable. The potential payroll taxes owed are not due until the accrued compensation has been paid. Since the Company has not paid these accrued wages, the Company has appropriately left the potential payroll taxes associated with these accrued wages unpaid. The Company has established an accrued liability for the potential taxes of approximately $14,198 and $22,025 at December 31, 2020 and March 31, 2020, respectively.

 

NOTE 12 – ACCRUED EXPENSES – RELATED PARTY

 

At December 31, 2020, the Company is obligated to pay $9,615 in accrued expenses due to related parties. The total amount is made up of paid time off accrued and owed to both John Lai and John Carruth in equal amounts of $4,807. During the quarter ended December 31, 2020, David Masters signed a settlement and general release giving up any right to his $195,000 in accrued salary – related party. In exchange for this settlement and general release, the Company granted David Masters a note with a principal amount of $195,000, which is described further in this Form 10-Q’s Note 9.

 

At March 31, 2020, the Company was obligated to pay $252,607 in accrued expenses due to related parties. Of the total, $38,954 was made up of accounts payable, while $213,653 is made up of accrued salaries and potential payroll taxes payable.

 

NOTE 13 - COMMON STOCK AND WARRANTS

 

On October 23, 2020, the Company approved and declared a reverse stock split of all its outstanding common stock at a ratio of 1-for-4 shares; this reverse stock split was made effective on December 29, 2020. All references to number of shares and price per share data have been retroactively adjusted for this reverse stock split for all periods presented.

 

Equity Incentive Plan

 

On July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc “2020 Equity Incentive Plan” (the “2020 Plan”), subject to approval by our stockholders at the Regular Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective. The number of shares of our common stock available and that may be issued as awards under the 2020 Plan is 1,000,000 shares. Unless sooner terminated by the Board, the 2020 Plan will terminate at midnight on July 10, 2030.

 

Eligible Participants – Employees, consultants and advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards under the 2020 Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale of securities in a capital-raising transaction nor directly or indirectly promote or maintain a market for PetVivo securities.

 

Administration – The 2020 Plan will be administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and other terms and conditions of each award. Subject to provisions of the 2020 Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and regulations for the administration of the 2020 Plan. In addition, the Board of Directors may also exercise the powers of the Committee.

 

Shares Available for Awards – The aggregate number of shares of Petvivo common stock available and reserved to be issued under the 2020 Plan is 1,000,000 shares, but includes the following limits:

 

 

● the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be 10,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock in lieu of all or a portion of any annual Board, committee, chair or other retainer, or any meeting fees otherwise payable in cash.

 

Types of Awards – Awards can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of grant. The term of any award cannot be longer than ten years from the date of grant. Awards will be adjusted in the event of a stock dividend or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the 2020 Plan.

 

The 2020 Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents.

 

As of December 31, 2020, the Company has not awarded any shares pursuant to the 2020 Plan.

 

Common Stock

 

On December 29, 2020, the Company effected a reverse stock split of all its outstanding common stock at a ratio of 1-for-4 shares. Pursuant to this reverse stock split, each four (4) shares of PetVivo’s outstanding common stock, $.001 par value per share, was combined and converted into one (1) post-split outstanding shares of common stock, $.001 par value per share. This reverse stock split affected all PetVivo shareholders uniformly and accordingly did not alter any shareholder’s percentage interest or ownership of PetVivo equity. Through the date of this filing, 724 shares of common stock have been issued due to rounding up of fractional shares.

 

During the nine-month period ended December 31, 2020 the Company issued 991,014 shares of common stock as follows:

 

i) 30,000 shares valued at $40,680 and recorded in Stock-based compensation to a service provider for video marketing services over a 6-month term;

 

ii) 20,000 shares with a relative value of $34,709 pursuant to a purchase of 20,000 units whereby a unit is made up of 1 share of common stock and ½ warrant. The value of $34,709 along with the relative value of the warrants associated with this transaction of $17,291 ($52,000 total) was recorded during the quarter ended March 31, 2020 to Common Stock Subscribed and moved to Additional Paid in Capital and Capital Stock upon receipt of funds and issuance of shares of common stock during the quarter ended June 30, 2020;

 

iii) 12,500 shares valued at $22,000 on July 1, 2020 to two service providers as follows: a) 10,000 to a marketing and investor relations service provider valued at $17,600 that was recorded to stock-based compensation; and b) 2,500 to a legal service provider valued at $4,400 that was recorded to stock-based compensation;

 

iv) 15,257 shares valued at $12,053 on July 24, 2020 to one warrant holder whereby this warrant holder converted on a cashless basis 25,000 warrants into 15,257 shares of common stock and the warrant had an exercise price of $1.20 per share;

 

v) 226,071 shares during August and September of 2020 in exchange for $316,500 in cash to four accredited investors;

 

 

vi) 162,252 shares valued at $486,755 to directors and officers on September 14, 2020 as bonuses for work over the past two years and recorded to stock-based compensation as follows:

 

	a.	33,619 to John Lai
	b.	26,217 to John Carruth
	c.	22,993 to John Dolan
	d.	10,789 to Gregory Cash
	e.	10,711 to David Deming
	f.	10,627 to Robert Rudelius
	g.	10,550 to Randy Meyer
	h.	9,302 to Jim Martin
	i.	9,300 to Scott Johnson
	j.	9,209 to Joseph Jasper
	k.	8,935 to David Masters

 

vii) 25,003 shares valued at $25,383 to three directors on August 14, 2020, pursuant to their conversions of notes in the total outstanding balance amount of $25,382 made up of $25,000 in principal and $382 in accrued interest; these notes had a set conversion price of $1.02 per share.

 

viii) 263,568 shares in October of 2020 pursuant to conversion of $368,995 in principal and accrued interest of the RDCN valued at $1,729,005 as outlined in this Form 10-Q’s Note 8;

 

ix) 32,347 shares in October of 2020 pursuant to John Lai’s cashless exercise of a warrant for purchase of 42,188 shares of common stock at a strike price of $1.33/sh;

 

x) 202,499 shares in October, November and December to 20 accredited investors pursuant to their exercising of warrants with strike prices of $2.22 for cash proceeds of $449,993 recorded to cash paid to exercise warrants; and

 

xi) 793 shares in October of 2020 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 6,750 shares of common stock at a strike price of $4.44/sh.

 

During the nine months ended December 31, 2019, the Company issued 652,466 shares of common stock as follows:

 

i) 87,000 shares to John Lai pursuant to a Settlement Agreement whereby Mr. Lai agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $116,000 and hold the shares for a period of at least 3 years;

 

ii) 143,952 shares to Randall Meyer pursuant to a Settlement Agreement whereby Mr. Meyer agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $191,936 and hold the shares for a period of at least 3 years;

 

iii) 51,000 shares to John Dolan pursuant to a Settlement Agreement whereby Mr. Dolan agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $68,000 and hold the shares for a period of at least 3 years; and

 

iv) 42,014 shares to a former employee pursuant to a Settlement Agreement dated August 29, 2019, whereby this individual agreed to release the Company of all claims, including compensation earned in the amount of $80,029; and

 

v) 27,000 shares valued at $120,000 to a service provider for production services provided during the one-year period ended July 13, 2019 and recognized over that period on a pro-rata basis; and

 

 

vi) 90,000 shares on September 13, 2019, to one shareholder that the Company sold in exchange for $100,000;

 

vii) 67,500 shares valued at $102,000 to a service provider on September 18, 2019, in exchange for 12 months of video production and marketing services;

 

viii) 121,500 shares to various accredited investors in exchange for $135,000 in cash, which equates to a price per share of $.28/share;

 

ix) 22,500 shares to service providers for investor relations services to be performed by Barry Kaplan Associates during the six-month period ending in April 2020;

 

x) On December 9, 2019, the Company entered into an agreement whereby we agreed to issue 37,500 shares of common stock to a service provider, Launchpad IR, at $1.68/share for total consideration of $70,500, for investor relations services. These shares remained unissued at the balance sheet date, December 31, 2019;

 

xi) On December 31, 2019, the Company received $104,000 in exchange for 40,000 units, which equates to $2.60/unit, whereby a unit is made up of one share of common stock and ½ warrant share wherein the common stock was recorded at its relative fair value of $69,391 and the warrants are described below in this Note 13’s “Warrants” subsection. These shares remained unissued at the balance sheet date, December 31, 2019.

 

On October 31, 2019, the Company’s Board of Directors also approved a compensation plan for John Lai that included his retention of 150,000 escrowed shares that he never returned to the Company’s Treasury.

 

John Lai (CEO, President & Director), Randall Meyer (Director), and John Dolan (Secretary & Director) are all related parties, and the reduction of $375,936 as outlined in the above Roman numerals i through iii was included in Accrued Expenses – Related Party. The settlement of $80,029 for a former employee’s accrued salary as outlined in the above Roman numeral iv was accounted for as a reduction of Accounts Payable and Accrued Expenses. A loss on extinguishment of debt was recorded in the amount of $81,738 related to these transactions as indicated in Roman numerals i through iv above.

 

Warrants

 

During the nine-month period ended December 31, 2020, the Company granted warrants to purchase a total of 240,632 shares of common stock valued at $443,098, including:

 

i) warrants for 10,000 shares, valued at $17,291 using the Black-Scholes model, to one investor, whereby the value was recorded during the quarter ended March 31, 2020 to Common Stock Subscribed and moved to Additional Paid in Capital upon receipt of funds and issuance of warrants on April 6, 2020, and further whereas the warrants vested immediately upon issuance and are exercisable at $4.00 per share for 3 years from the grant date of April 6, 2020;

 

ii) warrants for 72,596 shares, valued at $160,307 using the Black-Scholes model, to directors, officers and consultants at prices between $1.40 and 1.60 per share with a weighted average price per share of $1.52 per share; and

 

iii) warrants for 158,036 shares, valued at $265,500 using the Black-Scholes model, to an investor and broker, whereby the relative value as described in Note 9 of $91,500 was recorded to Warrants issued in conjunction with convertible debt on the statement of equity; the warrants have a cashless warrant exercise feature, are exercisable at $1.40 per share for a term of five years from the date of the grant of June 15, 2020 and vested immediately.

 

 

These warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions:

 

i) an expected volatility of the Company’s shares on the date of the grants of between approximately 350% and 433%, based on historical volatility.

 

ii) risk-free rates identical to the U.S. Treasury 3-year and 5-year treasury bill rates on the date of the grants between 0.29% and 1.16%.

 

During the nine months ended December 31, 2019, the Company granted warrants to purchase a total of 433,633 shares of common stock valued at $914,730 including:

 

i) warrants for 413,633 shares, valued at $880,121 to directors and officers that vested immediately and over terms ending October 2022, and are exercisable over five-year terms between $1.33 and 2.22 per share; and

 

viii) warrants for 20,000 shares, issued as a detachable warrant in purchased units with a relative fair value of $34,609, whereby an accredited investor purchased 40,000 units for $104,000 at a rate of $2.60/unit and a unit equates to one share of common stock and one-half warrant, and furthermore where the warrants are exercisable for a term of 3 years, have a strike price of $4.00/share and vested immediately.

 

These warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions:

 

i) an expected volatility of the Company’s shares on the date of the grants ranging between approximately 313% and 361%, which was arrived at by taking the number of trading days during the year ended on the date of the grant multiplied by the standard deviation of the percentage change in the closing market price on a day-by-day basis; and

 

ii) a risk-free rate identical to the U.S. Treasury 13-week treasury bill rate on the date of the grants between 2.30% and 1.51%.

 

During the nine months ended December 31, 2019, the Company cancelled 81,000 warrants to purchase a total of 81,000 shares of common stock including:

 

i) warrants for 67,500 shares, valued at $300,770 using the Black-Scholes model, $117,144 in expense of which had yet to be taken at the time of cancellation were cancelled pursuant to the terms of such warrants dictating cancellation upon the two-month anniversary of a cease of service; and

 

ii) warrants for13,500 shares that were never originally valued, were to be vested upon billing from service providers, and were cancelled due to termination of these relationships.

 

 

A summary of warrant activity for the year ending March 31, 2020 and nine-month period ending December 31, 2020 is as follows:

 

		Number of Warrants				Weighted- Average Exercise Price				Warrants Exercisable				Weighted- Average Exercisable Price
Outstanding, March 31, 2019			954,745				2.20				758,759				2.16
Granted			476,425				2.07
Cashless warrant exercises			(84,375	)			1.27
Expired			(22,500	)			2.22
Canceled			(99,000	)			2.32
Outstanding, March 31, 2020			1,225,295				2.12				1,018,092				2.13
Issued in conjunction with convertible debt			158,036				1.40
Sold for cash			10,000				4.00
Issued and granted			72,596				1.52
Exercised for cash			(202,499	)			2.22
Cashless warrant exercises			(116,125	)			1.49
Expired			(22,500	)			7.56
Outstanding, December 31, 2020			1,124,803				1.99				1,100,306				1.87

 

At December 31, 2020, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows:

 

		Warrants Outstanding												Warrants Exercisable
Range of Warrant Exercise Price		Number of Warrants				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (Years)				Number of Warrants				Weighted- Average Exercise Price
1.20-2.00			696,190				1.36				4.61				850,568				1.34
2.01-4.00			320,438				2.39				3.67				134,813				2.62
4.01-10.00			108,175				4.94				1.75				114,925				4.91
Total			1,124,803				1.99				4.07				1,100,306				1.87

 

For the nine-month periods ended December 31, 2020 and 2019, the total stock-based compensation on all instruments was $889,597 and $791,256, respectively. It is expected that the Company will recognize expense after December 31, 2020 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of December 31, 2020 in the amount of approximately $287,000.

 

 

NOTE 14 – SUBSEQUENT EVENTS

 

On January 4, 2021, the Company issued John Lai 38,516 shares pursuant to his cashless exercise of 42,188 warrants with a strike price of $1.33 per share.

 

On January 15, 2021, the Company received a conversion notice from one of its convertible note holders whereby they converted $50,000 in convertible note principal and $205 in accrued interest into 17,379 shares of common stock at a conversion rate of $2.89/share.

 

On January 29, 2021, one warrant holder exercised their warrant for 17,188 shares with a strike price of $1.20 per share on a cashless basis and received 15,629 shares pursuant to the same.

 

On February 9, 2021, one warrant holder exercised their warrant for 9,000 shares with a strike price of $4.44 per share on a cashless basis and received 5,163 shares pursuant to the same.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL

 

We were incorporated in Nevada in 2009 under a former name. In 2014, we entered our current business through a reverse merger with PetVivo Inc., a Minnesota corporation founded in 2013. From this merger, PetVivo Inc. became our wholly-owned subsidiary, and concurrently we changed our Nevada corporate name to PetVivo Holdings, Inc. Our common stock is publicly traded in the over-the-counter (OTC) market under the symbol “PETV.”

 

 

CURRENT BUSINESS OPERATIONS

 

We are an emerging biomedical device company focused on the licensing and commercialization of innovative medical devices and therapeutics for pets, based in Minneapolis, Minnesota. We operate in the $29 billion US veterinary care and products market (market size according to the American Pet Products Association). Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in pets and other animals. In addition, the role of pets in the family has greatly evolved in recent years as many pet owners consider their pets an important member of the family and are now willing to spend greater amounts of money on their pets to maintain their health and quality of life.

 

We intend to leverage our investments in the development of human therapeutics to commercialize treatments for pets in a capital and time-efficient way. A key component of this strategy is the accelerated timeline to revenues for veterinary medical devices, which enter the market earlier than the more-stringently regulated veterinary pharmaceuticals or human therapeutics.

 

Our lead product, Kush®, is scheduled for focused commercial launch later this year. Kush is a veterinarian-administered joint injection for the treatment of osteoarthritis and lameness in dogs and horses. The Kush device is made from natural components that are lubricious and cushioning to perform like cartilage for the treatment of pain and inflammation associated with osteoarthritis.

 

We believe that Kush is a superior treatment that safely improves joint function. The Kush particles are lubricious, cushioning and long-lasting. The spongy, protein-based particles mimic the composition and protective function of cartilage (i.e., providing both a slippery cushion and healing scaffolding) and protect the joint as an artificial cartilage.

 

Using industry sources, we estimate osteoarthritis afflicts approximately 20 million owned dogs in the United States and the European Union, making canine osteoarthritis an estimated potential $4 billion market opportunity, based on selling the product at $200 per canine unit; this does not factor in any contra-lateral usage of the product by veterinarians. See Johnston, Spencer A. “Osteoarthritis. Joint anatomy, physiology, and pathobiology.” The Veterinary clinics of North (1997):699-723; and http://www.americanpetproducts.org/press_industrytrends.asp.

 

In addition to being a treatment for osteoarthritis, the joint-cushioning and lubricity effects of Kush have shown an ability to treat equine lameness that is due to navicular disease (a problem associated with misalignment of joints and bones in the hoof and digits).

 

Based on a variety of industry sources we estimate that 1 million owned horses in the United Stated and European Union suffer from lameness and/or navicular disease each year, making the equine lameness and navicular disease market an annual opportunity worth $400 million if selling the product at $200 per unit; this does not factor in any contra-lateral usage of the product by veterinarians. See Kane, Albert J., Josie Traub-Dargatz, Willard C. Losinger, and Lindsey P. Garber; “The occurrence and causes of lameness and laminitis in the US horse population” Proc Am Assoc Equine Pract. San Antonio (2000): 277-80; Seitzinger, Ann Hillberg, J. L. Traub-Dargatz, A. J. Kane, C. A. Kopral, P. S. Morley, L. P. Garber, W. C. Losinger, and G. W. Hill. “A comparison of the economic costs of equine lameness, colic, and equine protozoal myeloencephalitis (EPM).” In Proceedings, pp. 1048-1050. 2000; and Kilby, E. R. 10 CHAPTER, The Demographics of the U.S. Equine Population, The State of the Animals IV: 2007.

 

 

Osteoarthritis is a condition with degenerating cartilage, creating joint stiffness from mechanical stress resulting in inflammation and pain. The lameness caused by osteoarthritis worsens with time from the ongoing loss of protective cushion and lubricity. There are currently very few treatments for osteoarthritis; some of which are palliative pain therapy and joint replacement. Non-steroidal, anti-inflammatory drugs (NSAIDs) are used to alleviate the pain and inflammation, but long-term use has been shown to cause gastric problems. NSAIDs do not treat the cartilage degeneration issue to halt or slow the progression of the osteoarthritis condition.

 

We believe that our treatment of osteoarthritis in canines using Kush is far superior to the current methodology of using NSAIDs. NSAIDs have many side effects, especially in canines, whereas the company’s treatment using Kush, to our knowledge, has not elicited any adverse side effects in dogs. Remarkably, Kush-treated dogs have shown an increase in activity even after they no longer are receiving pain medication.

 

No special training is required for the administration of the Kush device. The treatment is injected into synovial joint space using standard intra-articular injection technique and multiple joints can be treated simultaneously. Kush immediately treats effects of osteoarthritis with no special post-treatment requirements.

 

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box and traditional pharmacies recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace the lost prescription revenues. The Kush device is veterinarian-administered and should expand practice revenues and margins. We believe that the increased revenues and margins provided by Kush will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues. If we are capitalized in a way the Company feels acceptable to move forward with commercial manufacturing of Kush, our challenge will be whether we can consistently operate effectively to manufacture our products and to market and sell them in quantities and prices sufficient to obtain a satisfactory and sustaining profit. We have not done this to date and our challenge is to do so going forward.

 

We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the company’s vast proprietary product pipeline, the Company is seeking to continue to develop strategic out-licensing partnerships to provide secondary revenues.

 

We plan to commercialize our products in the United States through distribution relationships supported by regional and national distributors and complemented by the use of digital marketing to educate and inform pet owners; and in Europe and the rest of the world through commercial partners. In September 2019, the Company entered into an agreement with a service provider to film a 12-part, monthly series of interviews with our CEO, John Lai, Company key opinion leaders, and other media content to be aired on Bloomberg Television Network alongside 96 commercials; we anticipate this program to begin in calendar year 2021.

 

Most veterinarians in the United States buy a majority of their equipment and supplies from one of four veterinary-product distributors. Combined, these four distributors deliver more than 85%, by revenue, of the products sold to companion animal veterinarians in the U.S. We plan to have our product distribution leverage the existing supply chain and veterinary clinic and clinician relationships already established by these large distributors. We plan to support this distribution channel with regional sales representatives. Our representatives will support our distributors alongside the veterinary clinics and hospitals. We will also target pet owners with product education and treatment awareness campaigns utilizing a variety of digital marketing tools. The unique nature and the anticipated benefits provided by our products are expected to generate significant consumer response.

 

Our biomaterials have been through a human clinical trial and have been classified as a medical device for use as a dermal filler. The FDA does not require submission of a 510(k) or formal pre-market approval for medical devices used in veterinary medicine.

 

RESULTS OF OPERATIONS

 

We are a development-stage company with no history of commercial revenues, and we have incurred recurring substantial losses since inception. The following discussion should be read in conjunction with our unaudited financial statements and related notes included in this report.

 

Results of Operations for the Three and Nine Months Ended December 31, 2020 and 2019

 

Revenue – Revenue was $507 and $7,303 for the three and nine-month periods ended December 31, 2020, respectively. Revenue was $500 and $500 for the three and nine-month periods ended December 31, 2019, respectively. Revenue consisted of Kush product sales to veterinary clinics.

 

 

Cost of Sales – Cost of sales was $-0- and $350 for the three and nine-month periods ended December 31, 2020. Cost of sales was $2,145 and $5,990 for the three and nine-month periods ended December 31, 2019. Cost of Sales consisted of inventory write-down expense due to the setup of a reserve for obsolete inventory.

 

Gross Profit – Gross profit was $507 and $6,953 for the three and nine-month periods ended December 31, 2020, respectively. Gross profit was ($1,645) and ($5,490) for the three and nine-month periods ended December 31, 2019.

 

Operating Expenses – Operating expenses for the three-month period ended December 31, 2020 were $385,897 compared to $571,116 for the three-month period ended December 31, 2019; the decrease of $185,219 was due primarily to decreased stock-based compensation from decreased warrant expense of approximately $202,000 related to warrants granted to directors, officers and advisors. The majority of our operating expenses in both of these quarters were general and administrative expenses. During the three-month period ended December 31, 2020, total operating expenses of $385,897 were made up of $12,398 in depreciation and amortization, $24,484 in sales and marketing expense, $8,353 in intangible impairment, and $310,397 in other general and administrative expense. During the three-month period ended December 31, 2019, total operating expenses of $471,116 were made up of $137,725 in depreciation and amortization, $77,109 in sales and marketing expense, $28,038 in intangible impairment, and $323,476 in other general and administrative expense. During the nine-month period ended December 31, 2020, $1,652,977 in total operating expenses were made up of $73,062 in depreciation and amortization, $106,745 in sales and marketing expense, $23,930 in intangible impairment, and $1,418,975 in other general and administrative expense. During the nine-month period ended December 31, 2019, $1,490,605 in total operating expenses were made up of $422,855 in depreciation and amortization, $85,087 in sales and marketing expense, $28,038 in intangible impairment, and $942,725 in other general and administrative expense.

 

Other Income (Expense) – Other Income (Expense) for the three months ended December 31, 2020 of ($652,363) is primarily due to an increase in derivative liability in the amount of ($970,600) as described in Note 10 to these financial statements, interest expense of ($48,666), and gain on debt extinguishment of $366,903. Other Income (Expense) for the three months ended December 31, 2019 of $21,568 was primarily made up of interest accrued on debt carried during the quarter in the amount of ($8,418), and a gain on settlement of $29,986. Other Income (Expense) for the nine months ended December 31, 2020 of ($1,553,738) is primarily due to expense recognized related to the setup and revaluation of a derivative liability in the amount of ($1,702,100) as described in Note 10 to these financial statements, interest expense of ($219,535), and a gain on debt extinguishment of $366,903. Other Income (Expense) for the nine months ended December 31, 2019 of ($75,157) was primarily made up of a loss on debt extinguishment of ($81,738).

 

Net Loss before Taxes and Net Loss – Our net loss for the three months ended December 31, 2020 was $1,037,753, or $.16 per share, compared to $551,193, or $.10 per share for the three months ended December 31, 2019. The increased loss of $486,560 was attributable primarily to derivative expense of $970,600 offset by a gain on debt extinguishment of ($366,903). The weighted average number of shares outstanding during the three-month periods ended December 31, 2020 and December 31, 2019 were 6,442,549 and 5,525,011, respectively. Our net loss for the nine months ended December 31, 2020 was $3,199,763, or $.53 per share, compared to $1,571,252, or $.30 per share for the nine months ended December 31, 2019. The increased loss of $1,628,510 was attributable primarily to derivative expense of $1,702,100. The weighted average number of shares outstanding during the nine-month periods ended December 31, 2020 and December 31, 2019 were 6,006,382 and 5,170,499, respectively.

 

Liquidity and Capital Resources

 

Our financial position and future prospects depend significantly on our access to financing to fund our operations during our development stage. Much of our current cost structure is based on costs related to personnel and facilities, and not subject to material variability. In order to fund our operations and working capital needs, we historically have utilized loans from accredited investors and others, equity sales of common stock to accredited investors and others having pre-existing relationships with us, and substantial issuances of stock-based compensation to satisfy outstanding debt and pay for development, management, financial, professional and other services.

 

 

As of December 31, 2020, our current assets were $386,377 including approximately $230,969 in cash, $2,250 in accounts receivable, $1,500 in investment – equity securities, and $141,687 in prepaid expenses – short term. In comparison, our current liabilities as of that date were $1,207,596 consisting of $782,732 of accounts payable and accrued expenses, $9,615 of accrued expenses – related party, $280,000 in convertible notes payable, $33,364 in PPP loan – short term, $40,969 in notes payable and accrued interest, $34,466 in notes payable and accrued interest – related party, and $26,450 in operating lease liability – short term. Our working capital deficiency as of December 31, 2020 was $821,219.

 

We will need to raise substantial additional capital through private or public offerings of our equity or debt securities, or a combination thereof, and we may have to use a material portion of any capital raised to repay past due debt obligations. To the extent any capital raised is insufficient to both satisfy operational working capital needs and meet any required debt payments, we will most likely need to either extend, refinance or convert to equity our outstanding indebtedness.

 

We currently have little cash to support our operations and projected commercial growth. Accordingly, we will require substantial additional financing to fund our operational working capital for at least the next 12 months. Financing may be sought by us from a number of sources such as private or public sales of our equity or convertible debt securities, and/or loans from affiliates, banks or other financial institutions. We have filed Forms S-1 and S-1/A with the Securities and Exchange Commission on October 13, 2020, and December 31, 2020, respectively, to raise capital through a public offering of our common stock. In the event we cannot obtain any such financing when needed on terms acceptable to us, if at all, our business would suffer substantially.

 

Liquidity represents the ability of a company to generate sufficient cash to provide for its immediate cash needs, which our continued losses have made it difficult for us to accomplish. Over the past several years we have continued to incur substantial losses without any source of material revenues or liquid assets, which has caused a serious and harmful effect to our liquidity and a substantial strain on our ongoing business operations.

 

We have not generated any operating cash flows since we are a development stage company which has not yet realized any significant commercial revenues.

 

Net Cash Used in Operating Activities – We used ($776,845) of net cash in operating activities for the nine months ended December 31, 2020 compared to using ($415,138) of net cash for the nine months ended December 31, 2019. This increase in cash used in operating activities was attributable primarily to our net loss of ($3,199,763).

 

Net Cash Used in Investing Activities – We used ($157,759) of net cash in investing activities in the nine months ended December 31, 2020, consisting of ($39,817) of costs capitalized to patents and trademarks, $482 in sale of equipment, and ($118,424) of costs capitalized to property and equipment, mainly for leasehold improvements and manufacturing equipment. This is compared to ($46,872) of net cash used in investing activities in the nine months ended December 31, 2019, which was primarily due to ($44,822) of costs capitalized to patents and trademarks.

 

Net Cash Provided by Financing Activities – During the nine months ended December 31, 2020, we were provided with net cash of $1,154,991 from financing activities consisting of $322,500 from entering into various convertible notes payable, $66,165 from notes payable proceeds (including PPP Loan), and $818,493 in stock and warrants sale proceeds, which were partially offset by ($52,167) in repayments of various notes payable, notes payable to related parties, convertible notes payable, and the debt instruments’ accrued interest. In comparison, during the nine months ended December 31, 2019, we were provided by financing activities with net cash of $561,790 consisting of $280,000 in proceeds from entering into convertible notes payable and $339,000 in proceeds from stock and warrants sale which were partially offset by ($57,210) in repayments of various notes payable, notes payable to related parties, convertible notes payable, and the debt instruments’ accrued interest.

 

Inventory

 

Inventories are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.

 

At December 31, 2020, the Company’s inventory has a carrying value of $9,971 and is broken down into $36,972 of finished goods inventory, which is fully offset by a ($36,972) reserve for obsolete inventory, $-0- in work-in-process inventory, $8,773 in raw material inventory, and $1,198 in packaging inventory.

 

At March 31, 2020, the Company’s inventory had a carrying value of $-0- and was broken down into $50,357 of finished goods inventory, which is fully offset by a ($50,357) reserve for obsolete inventory, $-0- in work-in-process inventory, $-0- in raw material inventory, and $-0- in packaging inventory.

 

 

MATERIAL COMMITMENTS

 

Notes and Convertible Notes Payable

 

As of December 31, 2020, we are obligated on the following notes:

 

						Notes Payable				Convertible Notes Payable
1.			Third Parties – Principal			$	79,634			$	280,000
			Third Parties – Interest				260				-
			Third Parties – Total				79,894				280,000
2.			Related Parties – Principal				49,826				-
			Related Parties – Interest				-				-
			Related Parties – Total				49,826				-
			Total			$	129,720			$	280,000

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of December 31, 2020, and as of the date of this Quarterly Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors’ report accompanying our March 31, 2020 Form 10-K and financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations and have a working capital deficit. These factors raise substantial doubt about our ability to continue as a going concern.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.

 

Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

 

  

Management’s report on internal control over financial reporting.

 

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (revised 2013). This assessment included an evaluation of the design and procedures of our control over financial reporting.

 

	●	Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
	●	Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited.
	●	Limited checks and balances in processing cash and other transactions.

 

As part of the preparation of this report, we have applied compensating procedures and processes as necessary to attempt to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the periods then ended.

 

The existence of the material weaknesses in our internal control over financial reporting increases the risks that our financial statements may be misleading materially or even need to be restated. We are committed to improving our financial and oversight organizations and procedures.

 

Changes in internal control over financial reporting.

 

There were no significant changes in our internal control over financial reporting during the first three quarters of our fiscal year ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

AUDIT COMMITTEE

 

Our board of directors has established an audit committee consisting of three of our independent directors, Messrs James Martin (financial expert), Joseph Jasper, and David Deming. The audit committee’s primary function is to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee’s primary duties and responsibilities are to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our board of directors.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any pending legal proceedings contemplated by any governmental authority or any other party involving our properties or the Company. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

 

ITEM 1A. RISK FACTORS

 

Not required

 

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

 

During the three months ended December 31, 2020, the Company issued 537,723 shares as follows: i) 263,568 shares in October of 2020 pursuant to conversion of $368,995 in principal and accrued interest of a convertible note; ii) 32,347 shares in October of 2020 pursuant to John Lai’s cashless exercise of a warrant for purchase of 42,188 shares of common stock at a strike price of $1.33/sh; iii) 793 shares in October of 2020 pursuant to a warrant holder’s cashless exercise of a warrant for purchase of 6,750 shares of common stock at a strike price of $4.44/sh; iv) 26,358 shares in October of 2020 to 2 accredited investors pursuant to their exercising of warrants with strike prices of $2.22/sh for cash proceeds of $58,571; v) 48,600 shares in November of 2020 to 8 accredited investors pursuant to their exercising of warrants with strike prices of $2.22/sh for cash proceeds of $108,000; vi) 127,541 shares in December of 2020 to 12 accredited investors pursuant to their exercising of warrants with strike prices of $2.22/sh for cash proceeds of $283,422; and vii) 38,516 shares on December 31, 2020, pursuant to John Lai’s cashless exercise of a warrant for purchase of 42,188 shares of common stock at a strike price of $1.33/sh, however, at the balance sheet date these 38,516 shares owed to John Lai remain unissued with our transfer agent.

 

During the three months ended December 31, 2019, the Company issued 221,500 shares as follows: i) 121,500 shares to various accredited investors in exchange for $135,000 in cash, which equates to a price per share of $.28/share; ii) 22,500 shares to service providers for investor relations services to be performed by Barry Kaplan Associates during the six-month period ending in April 2020; iii) On December 9, 2019, the Company entered into an agreement whereby we agreed to issue 37,500 shares of common stock to a service provider, Launchpad IR, at $1.68/share for total consideration of $70,500, for investor relations services. These shares remained unissued at the balance sheet date, December 31, 2019; iv) On December 31, 2019, the Company received $104,000 in exchange for 40,000 units, which equates to $2.60/unit, whereby a unit is made up of one share of common stock and ½ warrant share wherein the common stock was recorded at its relative fair value of $69,391; these 40,000 shares remained unissued at the balance sheet date, December 31, 2019.

 

During the three months ended December 31, 2020, the Company issued -0- warrants.

 

During the three months ended December 31, 2019, the Company issued 366,133 warrants for purchase of common stock as follows: i) warrants for 55,125 shares, valued at $122,489, to John Dolan, whereby 10,125 were granted as a bonus and were vested immediately on the October 31, 2019 grant date, 22,500 that vest upon a performance-based milestone, and 22,500 that vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $2.22/share; ii) warrants for 135,000 shares, valued at $299,973, to John Lai, whereby 45,000 vest upon performance-based milestones and 90,000 vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $2.22/share; iii) warrants for 112,500 shares, valued at $249,997, to John Carruth, whereby 22,500 vest upon performance-based milestones and 90,000 vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $2.22/share; iv) warrants for 10,313 shares, valued at $22,915, to David Deming, whereby they vest monthly during the eleven-month period ending August 31, 2020, have a strike price of $2.22 and a five-year term; v) warrants for 19,850 shares, valued at $38,744, to John Lai, whereby they vested on December 31, 2019, have a strike price of $2.00 and a five-year term; vi) warrants for 3,970 shares, valued at $7,749, to John Dolan, whereby they vested on December 31, 2019, have a strike price of $2.00 and a five-year term; vii) warrants for 20,000 shares, issued as a detachable warrant in purchased units with a relative fair value of $34,609, whereby an accredited investor purchased 40,000 units for $104,000 at a rate of $2.60/unit and a unit equates to one share of common stock and one-half warrant, and furthermore where the warrants are exercisable for a term of 3 years, have a strike price of $4.00/share and vested immediately; viii) warrants to several directors for service to the Company, issued and vested on December 31, 2019, with a strike price of $1.96/share, and exercisable for a five-year term as follows: a) Gregory Cash, 1,765 warrants, valued at $3,445; b) Robert Rudelius, 1,434 warrants, valued at $2,799; c) Scott Johnson, 1,213 warrants, valued at $2,368; d) Randall Meyer, 1,213 warrants, valued at $2,368; e) David Deming, 1,103 warrants, valued at $2,153; f) James Martin, 1,103 warrants, valued at $2,153; g) Joseph Jasper, 882 warrants, valued at $1,722; h) David Masters, 662 warrants, valued at $1,292.

 

All of the transactions discussed in this Item 2 were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not required.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not required.

 

ITEM 5. OTHER INFORMATION

 

None

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this Quarterly Report.

 

Incorporated by Reference

Exhibit No.

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

31.1

Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.ins

XBRL Instance Document

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XBRL Taxonomy Schema

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XBRL Taxonomy Calculation Linkbase

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XBRL Taxonomy Definition Linkbase

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XBRL Taxonomy Label Linkbase

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XBRL Taxonomy Presentation Linkbase

101.ins

XBRL Instance Document

 

 

PETVIVO HOLDINGS, INC.

SIGNATURES

 

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

 

February 11, 2021	By:	/s/ John Lai
		John Lai
	Its:	CEO, President and Director (Principal Executive Officer)
February 11, 2021	By:	/s/ John Carruth
		John Carruth
	Its:	Chief Financial Officer (Principal Financial and Accounting Officer)