What changed in this filing

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Item 2. Management’s Discussion and Analysis

2018-09-14 compared with 2018-06-19 · 31 added, 19 removed, 303 unchanged (14% of the section changed)

49 unchanged sentences

· For pharmaceutical products, milestone payments payable upon first Investigative New Drug Approval, upon positive outcome of Phase II trial in first indication, and upon New Drug Application approval.

On September 23, 2017, we entered into a collaboration and license agreement with SolMic GmbH (“Solmic”) whereby we will acquire worldwide rights to Solmic’s Solubilisation Technology for the development and commercialization of cannabinoid-containing natural extracts.

On September 23, 2017, we entered into a collaboration and license agreement with SolMic GmbH (“Solmic”) whereby we acquired worldwide rights to Solmic’s Solubilisation Technology for the development and commercialization of cannabinoid-containing natural extracts.

Milestones include payments upon the following developments:

8 unchanged sentences

As consideration for the purchase, we paid $333,333 in cash on closing and will pay an additional $333,333 six (6) and twelve (12) months after closing for total cash payment of $1 million.

On September 7, 2018, the payment due six (6) months after closing was extended to September 30, 2018.

In addition, we also issued 5,000,000 shares of our common stock and will pay royalties on future net sales.

4 unchanged sentences

As consideration for the purchase, we paid $1 in cash on closing and issued 500,000 shares of our common stock.

On August 7, 2018, we entered into a licensing agreement with Solubest Ltd.

(“Solubest”) whereby we acquired worldwide rights for the use, development and commercialization of its patented Solumer™ Oral Drug Delivery Technology ("Solumer™") for the improved bioavailability, delivery and commercialization of CBD, THC and other biocannabis-based products.

Financial consideration included:

· Royalties on net sales;

· Monthly license fee from execution of the agreement until commercialization;

· Monthly development fee of licensed products;

· Milestone payments upon commercialization and aggregate net sales of $5,000,000.

Our principal executive office is located at 1275 West 6th Avenue, Vancouver, B.C.

107 unchanged sentences

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended April 30, 2018, which are included herein.

Our operating results for the three months ended April 30, 2018 and 2017 are summarized as follows:

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended July 31, 2018, which are included herein.

Our operating results for the three and six months ended July 31, 2018 and 2017 are summarized as follows:

Three Months Ended

Six Months Ended

Due diligence costs

1 unchanged sentence

General and administrative

$ (1,177,168 )

Professional fees

5 unchanged sentences

$ (1,414,447 )

For the three months ended April 30, 2018, our net loss increased by $1,304,582 as compared to the three months ended April 30, 2017.

Our company secured convertible debentures totaling $3,926,804 ($5,000,000 Canadian Dollars), which allowed our company to pursue development of our platform technologies and to secure and develop further intellectual property.

During the three months ended April 30, 2018, we completed the acquisitions of the Thrudermic Transdermal Nanotechnology and Pivot Naturals, LLC (formerly ERS Holdings, LLC) and its RTIC patents, which resulted in increases to amortization, due diligence costs, consulting fees within general and administrative costs, professional fees and research and development.

$ (3,038,841 )

For the six months ended July 31, 2018, our net loss increased by $2,713,473 as compared to the six months ended July 31, 2017.

For the three months ended July 31, 2018, our net loss increased by $1,408,891 as compared to the three months ended July 31, 2017.

In March 2018, our company secured convertible debentures totaling $3,926,804 ($5,000,000 Canadian Dollars), which allowed our company to pursue development of our platform technologies and to secure and develop further intellectual property.

During the six months ended July 31, 2018, we completed the acquisitions of the Thrudermic Transdermal Nanotechnology and Pivot Naturals, LLC and its RTIC patents, which resulted in increases to amortization, due diligence costs, consulting fees within general and administrative costs, professional fees and research and development for both the three and six months ended July 31, 2018.

Pursuant to these acquisition, we entered into employment contracts which increased our salaries and wages expense.

Should our company be successful in securing continued financing for the development of our platform technologies, we expect our future expenses to be consistent with our expenses for the three months ended April 30, 2018.

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

5 unchanged sentences

$ (3,609,750 )

Our total current assets as of April 30, 2018 were $1,659,719 as compared to total current assets of $149,253 as of January 31, 2018.

The increase was primarily due to convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period, offset with cash used to settle past and current obligations.

Our total current liabilities as of April 30, 2018 were $4,221,400 as compared to total current liabilities of $429,200 as of January 31, 2018.

The increase in current liabilities was primarily attributed to convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period.

Three Months Ended

Our total current assets as of July 31, 2018 were $676,865 as compared to total current assets of $149,253 as of January 31, 2018.

The increase was primarily due to cash received upon issuance of convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period, offset with cash used to settle past and current obligations.

Our total current liabilities as of July 31, 2018 were $4,286,615 as compared to total current liabilities of $429,200 as of January 31, 2018.

The increase in current liabilities was primarily attributed to convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period and amounts remaining to be paid on the acquisition of Pivot Naturals of $652,099 ($848,867 Canadian Dollars).

Six Months Ended

Net Cash Used In Operating Activities

5 unchanged sentences

Operating Activities

During the three months ended April 30, 2018, our cash used by operating activities increased by $1,803,698 when compared to cash used in operating activities during the three months ended April 30, 2017.

During the period, we acquired Pivot Naturals and the Thrudermic Transdermal Nanotechnology, which resulted in increase in consulting and professional fees.

During the six months ended July 31, 2018, our cash used by operating activities increased by $2,750,957 when compared to cash used in operating activities during the six months ended July 31, 2017.

During the period, we acquired Pivot Naturals and the Thrudermic Transdermal Nanotechnology, which resulted in increase in due diligence costs, general and administration, professional fees and salaries and wages.

In addition, proceeds from convertible debentures issued during the period allowed our company to pursue our business strategy, including development of our oral and transdermal drug delivery platforms and preparation of our RTIC products for production and commercialization, which resulted in increased research and development costs and rent from securing manufacturing facilities.

Investing Activities

During the three months ended April 30, 2018, we acquired Pivot Naturals through the issuance of 5,000,000 shares of our common stock and a payment of $333,333.

We did not have any investing activities during the three months ended April 30, 2017.

During the six months ended July 31, 2018, we acquired Pivot Naturals through the issuance of 5,000,000 shares of our common stock and a payment of $333,333.

We did not have any investing activities during the six months ended July 31, 2017.

Financing Activities

During the three months ended April 30, 2018, we received net proceeds of $3,879,663 from convertible debentures and $394,616 from promissory note.

During the six months ended July 31, 2018, we received net proceeds of $3,794,888 from convertible debentures and $394,616 from promissory note.

We repaid loan payable and promissory notes of $15,925 and $588,839, respectively.

We did not have any financing activities during the three months ended April 30, 2017.

We did not have any financing activities during the six months ended July 31, 2017.

We will require additional funds to fund our budgeted expenses over the next 12 months.

98 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis