What changed in this filing

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Item 1. Business

2021-05-19 compared with 2020-06-29 · 229 added, 258 removed, 36 unchanged (93% of the section changed)

2 unchanged sentences

“us”, and “our”

refer to Vitality Biopharma, Inc., a Nevada corporation formed on June 29, 2007 and formerly known as Legend Mining Inc.

consolidated subsidiaries.

On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby

we changed our name from “Legend Mining Inc.”

refer to Vitality Biopharma, Inc., a Nevada corporation formed on June 29, 2007 as Legend Mining Inc., and its consolidated subsidiaries.

On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend

Mining Inc.”

to “Stevia First Corp.”

On July 15, 2016, our Board of Directors

and shareholders approved a name change to Vitality Biopharma, Inc.

On July 15, 2016, our Board of Directors and shareholders approved a name change

to “Vitality Biopharma, Inc.”

Biopharma is a company focused on the advancement of pharmaceuticals and innovative technologies that improve the lives of patients.

We seek to achieve this objective through the development of novel cannabinoid pharmaceutical prodrugs known as cannabosides.

We conduct our operations using our own personnel and facilities with the support of third-party resources to advance our drug

development programs.

cannabosides are cannabinoid-glycoside prodrugs, which were discovered through application of the Company’s proprietary

enzymatic bioprocessing technologies, that are converted within the body after administration from an inactive molecule into a

pharmacologically active drug.

Currently, the Company has produced more than 25 novel cannabosides, including glycosylated tetrahydrocannabinol

(THC), cannabidiol (CBD), cannabidivarin (CBDV) and cannabinol (CBN), that are covered by worldwide patent applications for composition

of matter, method of production and method of use.

our operations using our own personnel and facilities with the support of third-party resources to advance our drug development programs.

cannabosides are cannabinoid-glycoside prodrugs, which were discovered through application of the Company’s proprietary enzymatic

bioprocessing technologies, that are converted within the body after administration from an inactive molecule into a pharmacologically

Currently, the Company has produced more than 25 novel cannabosides, including glycosylated tetrahydrocannabinol (THC),

cannabidiol (CBD), cannabidivarin (CBDV) and cannabinol (CBN), that are covered by worldwide patent applications for composition of matter,

method of production and method of use.

Additionally,

the Company is evaluating the expansion of its corporate strategy to create long-term sustainable value for its shareholders by building

a more diversified portfolio of assets through organic growth and strategic acquisitions.

Specifically, the Company is

considering special situation opportunities in a variety of industries, including without limitation, businesses that utilize innovative

technologies to address the unfavorable environmental impacts of climate change.

corporate headquarters is located in Los Angeles, California.

As of June 26, 2020, we employed five full-time employees, including

three research professionals working in our office and laboratory space in Rocklin, California.

We also have engaged the services

of scientific and regulatory consultants to assist in our research and development activities, which is an approach that provides

us with flexible and highly-experienced resources to advance our clinical efforts while maintaining a relatively lower overhead

cost structure.

As of May 18, 2021, we employed three full-time employees, including

one research professional working in our office and laboratory space in Rocklin, California.

We also have, in the past, engaged the services

of scientific and regulatory consultants to assist in our research and development activities, which is an approach that provides us

with flexible and highly-experienced resources to advance our clinical efforts while maintaining a relatively lower overhead cost structure.

prodrug is a compound that, after administration, is metabolized into a pharmacologically active drug.

Prodrugs are often designed

to improve drug properties and reduce known or expected toxicities and adverse side effects.

By using our proprietary enzymatic

bioprocessing technologies, our clinical research team has developed a novel family of prodrugs by combining cannabinoid and glucose

The resulting compounds, known as cannabosides, have unique commercial applications and patentable compositions of

matter, which are separate and distinct from ordinary cannabinoids.

Prodrugs are often designed to

improve drug properties and reduce known or expected toxicities and adverse side effects.

By using our proprietary enzymatic bioprocessing

technologies, our clinical research team has developed a novel family of prodrugs by combining cannabinoid and glucose molecules.

resulting compounds, known as cannabosides, have unique commercial applications and patentable compositions of matter, which are separate

and distinct from ordinary cannabinoids.

The advantages of cannabosides may include:

(i) administration

in a convenient oral formulation, (ii) targeted delivery with release in the colon or large intestine, (iii) improved stability

with limited degradation or drug metabolism, and (iv) delayed release enabling longer-lasting effects and fewer administrations

(i) administration in a convenient oral formulation,

(ii) targeted delivery with release in the colon or large intestine, (iii) improved stability with limited degradation or drug metabolism,

and (iv) delayed release enabling longer-lasting effects and fewer administrations by patients.

proprietary glycosylation process, which results in adding one or more glucose molecules to compounds, may enable our new cannabosides

to act as prodrugs that achieve targeted delivery of the bioactive compounds of cannabinoids to the gastrointestinal tract.

compounds are generally more stable and are water soluble, so upon ingestion, we believe they will remain intact and transit through

the esophagus, stomach and upper intestine with limited absorption or degradation from stomach acids.

However, once the glycosylated

compounds reach the lower intestine, we expect them to encounter glycoside hydrolase enzymes secreted by the human intestinal

microbiota that will cleave the polar glucose residues and release the active cannabinoid compound primarily in the large intestine

have focused our research and development activities on the glycosylation of cannabinoids given their well-known positive effects

on the human endocannabinoid system.

Our research and development activities originally focused on the glycosylation of CBD and

then later expanded into the glycosylation of THC.

The use of the cannabinoid THC has been shown to provide substantial anti-inflammatory

benefits on the human body, among other benefits, but is limited as a pharmaceutical option given its psychoactive and intoxicating

However, by glycosylating THC, we have learned through initial animal studies that the binding of glucose and THC

molecules restricts the release of THC into the body’s digestive system until the prodrug reaches the large intestine, at

which point the glycoside hydrolase enzymes cleave the glucose from the prodrug and the THC is released in a targeted and restricted

Further, we have learned through our initial animal studies that this targeted release of THC, which could be provided

in very low doses to achieve physiologically beneficial results, serves as an anti-inflammatory agent in the lower gastrointestinal

tract and minimizes the amount of THC absorbed into the blood stream, therefore avoiding the psychoactive and intoxicating properties

that hinder the broader pharmaceutical use of THC.

are developing our THC-glycoside prodrugs for the treatment of gastrointestinal diseases, including inflammatory bowel disease

(IBD) and irritable bowel syndrome (IBS) because of the targeted release described previously.

IBD is a frequently chronic inflammatory

condition where parts of the digestive system become inflamed from an overactive immune response.

The disease can lead to irreversible

damage to the gastrointestinal tract and may require surgery to remove affected areas of the intestine.

Two major forms of the

disease are Crohn’s disease, which can affect any part of the digestive system, and ulcerative colitis, which often affects

the colon or large intestine.

The disease is often unpredictable with periods of painful and debilitating symptoms followed by

periods of remission with limited symptoms.

IBS has similar symptoms to IBD, including abdominal pain, but the underlying disease

process is quite different.

IBS is a functional gastrointestinal disorder that commonly affects the large intestine and is characterized

by abdominal cramping, diarrhea, constipation, and pain.

Currently, patients suffering from IBD are frequently prescribed anti-inflammatory

drugs such as steroids, biologics and immunosuppressants, and patients suffering from IBS are prescribed antibiotics, antidepressants

and gastrointestinal motility compounds, all of which often result in unwanted side effects.

compounds are generally more stable and water soluble, so upon ingestion, we believe they will remain intact and transit through the

esophagus, stomach and upper intestine with limited absorption or degradation from stomach acids.

However, once the glycosylated compounds

reach the large intestine, we expect them to encounter glycoside hydrolase enzymes secreted by the human intestinal microbiota

that will cleave the polar glucose residues and release the active cannabinoid compound primarily in the large intestine or colon.

have focused our research and development activities on the glycosylation of cannabinoids given their well-known positive effects on

the human endocannabinoid system.

Our research and development activities originally focused on the glycosylation of CBD and then later

expanded into the glycosylation of THC.

The use of the cannabinoid THC has been shown to provide substantial anti-inflammatory benefits

on the human body, among other benefits, but is limited as a pharmaceutical option given its psychoactive and intoxicating properties.

However, by glycosylating THC, we have learned through initial animal studies that the binding of glucose and THC molecules restricts

the release of THC into the body’s digestive system until the prodrug reaches the large intestine, at which point the glycoside

hydrolase enzymes cleave the glucose from the prodrug and the THC is released in a targeted and restricted manner.

Further, we have learned

through our initial animal studies that this targeted release of THC, which could be provided in very low doses to achieve physiologically

beneficial results, serves as an anti-inflammatory agent in the lower gastrointestinal tract and minimizes the amount of THC absorbed

into the blood stream, therefore avoiding the psychoactive and intoxicating properties that hinder the broader pharmaceutical use of

are developing our THC-glycoside prodrugs for the treatment of gastrointestinal diseases, including inflammatory bowel disease (IBD)

and irritable bowel syndrome (IBS) because of the targeted release described previously.

IBD is a frequently chronic inflammatory condition

where parts of the digestive system become inflamed from an overactive immune response.

The disease can lead to irreversible damage to

the gastrointestinal tract and may require surgery to remove affected areas of the intestine.

Two major forms of the disease are Crohn’s

disease, which can affect any part of the digestive system, and ulcerative colitis, which often affects the colon or large intestine.

The disease is often unpredictable with periods of painful and debilitating symptoms followed by periods of remission with limited symptoms.

IBS has similar symptoms to IBD, including abdominal pain, but the underlying disease process is quite different.

IBS is a functional

gastrointestinal disorder that commonly affects the large intestine and is characterized by abdominal cramping, diarrhea, constipation,

Currently, patients suffering from IBD are frequently prescribed anti-inflammatory drugs such as steroids, biologics and immunosuppressants,

and patients suffering from IBS are prescribed antibiotics, antidepressants and gastrointestinal motility compounds, all of which often

result in unwanted side effects.

most promising THC-glycoside (VBX-100) is being developed as an oral prodrug for the treatment of IBD and IBS.

VBX-100 was selected

from our THC-glycoside portfolio for compatibility with commercial production techniques and the optimal prodrug delivery profile

that maximizes intestinal anti-inflammatory properties while minimizing psychoactive or intoxicating effects.

Initial pre-clinical

studies on the efficacy of VBX-100 in animal models have shown favorable outcomes, including reduced inflammation of the gastrointestinal

tract and no measurable systemic THC found in tissue examined using highly-sensitive testing equipment.

Our pre-clinical development

plan, which includes dose range finding studies, GLP toxicology studies, pharmacokinetic studies and other pre-clinical research,

is anticipated to be completed during the 2 nd half of calendar year 2021, subject to the Company securing sufficient

additional funding or entering into a strategic partnership.

After our satisfactory completion of all of the prerequisite pre-clinical

in vitro and in vivo studies, an Investigational New Drug (IND) application would be filed with the FDA and, upon

receiving FDA approval, we would initiate our Phase 1 clinical trial, subject to the Company securing sufficient additional funding

or entering into a strategic partnership.

addition to our research and development activities related to our THC-glycoside compounds, we are expanding and diversifying

our research and development activities to include the potential safety, efficacy and commercialization of our patented CBD-glycoside

CBD has well-known anti-anxiety, anti-inflammatory and anti-microbial properties, but unlike THC, CBD is non-psychoactive

and non-intoxicating.

By glycosylating CBD, we can create CBD-glucose compounds that may enable a targeted and concentrated delivery

of CBD in the gastrointestinal tract.

Currently we are evaluating the optimal CBD-glycoside delivery mechanism, which may include

an aqueous drink formulation since our glycosylation process significantly improves the water solubility of the CBD molecule.

VBX-100 was selected from

our THC-glycoside portfolio for compatibility with commercial production techniques and the optimal prodrug delivery profile that maximizes

intestinal anti-inflammatory properties while minimizing psychoactive or intoxicating effects.

Initial pre-clinical studies on the efficacy

of VBX-100 in animal models have shown favorable outcomes, including reduced inflammation of the gastrointestinal tract and no measurable

systemic THC found in tissue examined using highly-sensitive testing equipment.

Our pre-clinical development plan, which includes dose

range finding studies, GLP toxicology studies, pharmacokinetic studies and other pre-clinical research, is anticipated to be completed

during the 2 nd half of calendar year 2022, subject to the Company securing sufficient additional funding or entering into

a strategic partnership.

After our satisfactory completion of all of the prerequisite pre-clinical in vitro and in vivo

studies, an Investigational New Drug (IND) application would be filed with the U.S.

Food and Drug Administration (FDA) and, upon

receiving FDA approval, we would initiate our Phase 1 clinical trial, subject to the Company securing sufficient additional funding or

entering into a strategic partnership.

addition to our research and development activities related to our THC-glycoside compounds, we are expanding and diversifying our research

and development activities to include the potential safety, efficacy and commercialization of our patented CBD-glycoside compounds.

has well-known anti-anxiety, anti-inflammatory and anti-microbial properties, but unlike THC, CBD is non-psychoactive and non-intoxicating.

By glycosylating CBD, we can create CBD-glucose compounds that may enable a targeted and concentrated delivery of CBD in the gastrointestinal

Currently we are evaluating the optimal CBD-glycoside delivery mechanism, which may include an aqueous drink formulation since

our glycosylation process significantly improves the water solubility of the CBD molecule.

Processing Methods

Company originally developed its proprietary enzymatic bioprocessing technologies to attach glucose molecules to the molecules

of stevia as part of our activities in the stevia processing industry.

We then expanded the application of this proprietary technology

to attach glucose molecules to cannabinoids, including THC and CBD.

We may pursue additional opportunities to develop new products

or license this technology.

to our development of pharmaceutical products, we are subject to extensive regulation by the U.S.

Food and Drug Administration

(FDA) and other federal, state, and local agencies.

Also, since we are researching and developing cannabinoid-based products,

we are subject to regulation by the U.S.

Company originally developed its proprietary enzymatic bioprocessing technologies to attach glucose molecules to the molecules of stevia

as part of our activities in the stevia processing industry.

We then expanded the application of this proprietary technology to attach

glucose molecules to cannabinoids, including THC and CBD.

We may pursue additional opportunities to develop new products utilizing

this proprietary technology.

to our development of pharmaceutical products, we are subject to extensive regulation by the FDA

and other federal, state, and local agencies.

Also, since we are researching and developing cannabinoid-based products, we are subject

to regulation by the U.S.

Drug Enforcement Administration (DEA).

If we expand our clinical research, product development

or commercialization activities outside of the United States in the future, we anticipate that we would then be subject to additional

regulation by the applicable foreign jurisdictions and governing bodies, which may have different requirements.

FDA is the main regulatory body that controls pharmaceutical and biologic drugs in the United States, with additional layers of

regulation from other federal, state and local agencies.

The Federal Food, Drug, and Cosmetic Act governs most of the requirements

for the development and marketing of our pharmaceutical products.

The FDA’s drug approval process is extensive, generally

pre-clinical animal studies of drug safety, efficacy and dosing, submission and approval of an Investigational New

Drug (IND) application, clinical studies in humans to determine safety, efficacy and dosing (Phase 1 –

3 studies), submission

and approval of a New Drug Application (NDA), and additional post-approval requirements.

Failure to comply with any FDA-requirements

may result in the FDA refusing to approve our application.

If we expand our clinical research, product development or commercialization

activities outside of the United States in the future, we anticipate that we would then be subject to additional regulation by the applicable

foreign jurisdictions and governing bodies, which may have different requirements.

FDA is the main regulatory body that controls pharmaceutical and biologic drugs in the United States, with additional layers of regulation

from other federal, state and local agencies.

The Federal Food, Drug, and Cosmetic Act governs most of the requirements for the development

and marketing of our pharmaceutical products.

The FDA’s drug approval process is extensive, generally including:

pre-clinical animal

studies of drug safety, efficacy and dosing, submission and approval of an IND application, clinical studies

in humans to determine safety, efficacy and dosing (Phase 1 –

3 studies), submission and approval of a New Drug Application (NDA),

and additional post-approval requirements.

Failure to comply with any FDA-requirements may result in the FDA refusing to approve our

DEA establishes procedures and monitors research and development activities of “controlled substances”

the Controlled Substances Act.

Our research and development activities focus on cannabinoids, particularly THC and CBD derived

from the cannabis plant, which the DEA has classified as Schedule I substances.

Schedule I substances are defined as drugs with

no currently accepted medical use and a high potential for abuse.

In May 2019, the DEA informed us that it had determined that

they consider our VBX-100 prodrug a Schedule I substance.

As a result, any developing, testing, manufacturing, or clinical studies

involving our VBX-100 prodrug, and by inference potentially all of our THC-glycoside molecules, are required to be properly licensed

by the DEA and adhere to strict diversion control standards.

Our current research and development efforts involving our THC-glycoside

molecules are conducted at our Rocklin laboratory, which holds a DEA-issued Controlled Substance Registration Certificate for

“Research”

that expires on May 31, 2021 and is renewable on an annual basis.

Our research and development activities

are also approved by and operated in compliance with the State of California’s Research Advisory Panel, which is a division

of the California Department of Justice that oversees research performed within the state using DEA Schedule I and II substances.

subject to the Controlled

Substances Act.

Our research and development activities focus on cannabinoids, particularly THC and CBD derived from the cannabis plant,

which the DEA has classified as Schedule I substances.

Schedule I substances are defined as drugs with no currently accepted medical

use and a high potential for abuse.

In May 2019, the DEA informed us that it had determined that they consider our VBX-100 prodrug a

Schedule I substance.

As a result, any developing, testing, manufacturing, or clinical studies involving our VBX-100 prodrug, and by

inference potentially all of our THC-glycoside molecules, are required to be properly licensed by the DEA and adhere to strict diversion

control standards.

Our current research and development efforts involving our THC-glycoside molecules are conducted at our Rocklin laboratory,

which holds a DEA-issued Controlled Substance Registration Certificate for “Research”

that expires on May 31, 2022

and is renewable on an annual basis.

Our research and development activities are also approved by and operated in compliance with the

State of California’s Research Advisory Panel, which is a division of the California Department of Justice that oversees research

performed within the state using DEA Schedule I and II substances.

Drug Designation

January 2018, we filed a request with the FDA’s Office of Orphan Products Development (OOPD) for an Orphan Drug Designation

of our VBX-100 prodrug for the treatment of pediatric ulcerative colitis.

In March 2018, the OOPD denied our request based, in

part, on the FDA’s decision to no longer grant Orphan Drug Designation status to drugs for pediatric subpopulations of common

diseases (i.e., diseases or conditions with an overall prevalence of over 200,000), unless the use of the drug in the pediatric

subpopulation meets the regulatory criteria for an orphan subset, or the disease in the pediatric subpopulation is considered

a different disease from the disease in the adult population.

in December 2019, we received a letter from the OOPD informing us that the FDA has determined that the Company may be eligible

for pediatric-subpopulation designation because we submitted our original request for an Orphan Drug Designation before the guidance

Clarification of Orphan Designation of Drugs and Biologics for Pediatric Subpopulations of Common Diseases was finalized

in July 2018.

a result, in May 2020, we filed a response letter with the OOPD addressing the other deficiencies noted in the Company’s

original submission in January 2018, which included, among other things (1) support for the prevalence of pediatric ulcerative

(2) our scientific rationale for the specific animal models used in our pre-clinical animal studies;

and (3) more comprehensive

supporting documentation for the use of VBX-100 in pediatric patients with ulcerative colitis.

As of the date of the filing of

this annual report, we have not received feedback from the OOPD on our response letter seeking to be granted an Orphan Drug Designation

status for our VBX-100 prodrug.

January 2018, we filed a request with the FDA’s Office of Orphan Products Development (OOPD) for an Orphan Drug Designation of

our VBX-100 prodrug for the treatment of pediatric ulcerative colitis.

In March 2018, the OOPD denied our request based, in part, on

the FDA’s decision to no longer grant Orphan Drug Designation status to drugs for pediatric subpopulations of common diseases (i.e.,

diseases or conditions with an overall prevalence of over 200,000), unless the use of the drug in the pediatric subpopulation meets the

regulatory criteria for an orphan subset, or the disease in the pediatric subpopulation is considered a different disease from the disease

in the adult population.

in December 2019, we received a letter from the OOPD informing us that the FDA determined that the Company may be eligible for pediatric-subpopulation

designation because we submitted our original request for an Orphan Drug Designation before the guidance Clarification of Orphan Designation

of Drugs and Biologics for Pediatric Subpopulations of Common Diseases was finalized in July 2018.

a result, in May 2020, we filed a response letter with the OOPD addressing the other deficiencies noted in the Company’s original

submission in January 2018, which included, among other things (1) support for the prevalence of pediatric ulcerative colitis;

scientific rationale for the specific animal models used in our pre-clinical animal studies;

and (3) more comprehensive supporting documentation

for the use of VBX-100 in pediatric patients with ulcerative colitis.

In August 2020, we received a letter from the OOPD informing us

that it was unable to grant our request for an Orphan Drug Designation status because our VBX-100 prodrug was administered before and

after colitis was induced in our in vivo mouse studies, which resulted in the need for more scientific data to support the efficacy

of our VBX-100 prodrug in a treatment-only setting.

As a result, we were advised to perform a second in vivo mouse study in which

our VBX-100 prodrug would be administered only after colitis was induced in order to provide a clear indication that the active drug

was released only after ulcerative colitis was present.

In May 2021, we completed the treatment-only in vivo mouse study and

filed a supplemental response letter with the OOPD providing the requested in vivo treatment-only mouse study results

in support of our position that VBX-100 may be effective as a treatment for pediatric ulcerative colitis.

September 2015, we filed our first provisional U.S.

patent application entitled “Cannabinoid Glycoside Prodrugs and Methods

of Synthesis”, which described novel CBD-glycosides and THC-glycosides along with methods of production through enzymatic

biosynthesis.

patent application entitled “Cannabinoid Glycoside Prodrugs and Methods of

Synthesis”, which described novel CBD-glycosides and THC-glycosides along with methods of production through enzymatic biosynthesis.

In October 2015, we filed our second provisional U.S.

patent application that added CBDV-glycosides as additional

cannabisodes, plus added numerous methods of use claims for our cannabinoid-glycosides.

In July 2016, we filed our third provisional

patent application that greatly expanded on the cannabinoid substrates for glycosylation by adding (i) the phytocannabinoid

cannabinol (CBN), (ii) the endocannabinoids anandamide, 2-AG, 1-AG, and synaptamide, and (iii) the vanilloids capsaicin, vanillin,

and curcumin.

In September 2016, one year after the filing of our first provisional patent, our non-provisional cannabinoid glycoside

patent was filed, which included all prior material plus additional data derived from our ongoing research and laboratory studies.

Also, in September 2016, we filed an expanded international patent application under the Patent Cooperation Treaty system, which

included 79 patent claims covering nearly 200 individual compounds, including our THC and CBD prodrugs.

In March and April 2018,

this application was filed for national and regional prosecution in major pharmaceutical markets worldwide, including the United

States, Canada, Mexico, Europe, China, Japan, Australia, New Zealand and Brazil.

patent application that added CBDV-glycosides as additional cannabosides,

plus added numerous methods of use claims for our cannabinoid-glycosides.

In July 2016, we filed our third provisional U.S.

patent application

that greatly expanded on the cannabinoid substrates for glycosylation by adding (i) the phytocannabinoid cannabinol (CBN), (ii) the endocannabinoids

anandamide, 2-AG, 1-AG, and synaptamide, and (iii) the vanilloids capsaicin, vanillin, and curcumin.

In September 2016, one year after

the filing of our first provisional patent, our non-provisional cannabinoid glycoside patent was filed, which included all prior material

plus additional data derived from our ongoing research and laboratory studies.

Also, in September 2016, we filed an expanded international

patent application under the Patent Cooperation Treaty system, which included 79 patent claims covering nearly 200 individual compounds,

including our THC and CBD prodrugs.

In March and April 2018, this application was filed for national and regional prosecution in major

pharmaceutical markets worldwide, including the United States, Canada, Mexico, Europe, China, Japan, Australia, New Zealand and Brazil.

May 2017, we filed a U.S.

patent application entitled “Antimicrobial Compositions Comprising Cannabinoids and Methods of

Using”, which described compositions and methods of use involving cannabinoid-glycosides that provide antimicrobial activity

to treat microbial infections in the intestines, including Clostridium difficile ( C.

patent application entitled “Antimicrobial Compositions Comprising Cannabinoids and Methods of Using

the Same”, which described compositions and methods of use involving cannabinoid-glycosides that provide antimicrobial activity

to treat microbial infections in the intestines, including Clostridioides difficile ( C.

diff ) infections.

one year after the filing of the provisional U.S.

In May 2018, one year after the filing of the provisional U.S.

patent, we filed a non-provisional U.S.

3 unchanged sentences

January 2020, the USPTO granted our first patent entitled “Kaurenoic Acid Glycoside Precursors and Methods of Synthesis”,

which demonstrates the validity of our glycosylation platform to produce novel and patentable glycoside molecules and serves as

a foundational building block for the Company’s subsequent research of glycosylated cannabinoids.

which demonstrates the validity of our glycosylation platform to produce novel and patentable glycoside molecules and serves as a foundational

building block for the Company’s subsequent research of glycosylated cannabinoids.

March 2020, we filed an international patent application under the Patent Cooperation Treaty system entitled “Novel Cannabinoid

1 unchanged sentence

that expands upon our 2016 patent filings covering glycosylated cannabinoids.

patent filings cover additional novel CBD and THC-glycosides and include research data supporting the improved characteristics

and commercial production strategies for these new molecules.

believe our intellectual property portfolio of cannabinoid-glycosides possess significant value and, as a result, we have allocated

substantial resources to ensure that our U.S.

Our new 2020 patent

filings cover additional novel CBD and THC-glycosides and include research data supporting the improved characteristics and commercial

production strategies for these new molecules.

In December 2020, we filed

a provisional U.S.

patent application entitled “Continuous Enzymatic Perfusion Reactor System”, which described our improved

reactor system for the efficient enzymatic glycosylation of hydrophobic small molecules, including cannabinoids.

believe our intellectual property portfolio of cannabinoid-glycosides possess significant value and, as a result, we have allocated substantial

resources to ensure that our U.S.

and international patents are properly filed and successfully prosecuted.

research efforts involving cannabinoid-glycosides continue to progress, we plan to develop and file additional patents to cover

compositions of matter, methods of production and methods of use to further expand our growing family of intellectual property

assets and create long-term value for our shareholders.

Company operates in a highly competitive and dynamic market environment, frequently against much larger and better capitalized

Currently, the Company’s cannabinoid prodrug development program competes against many well-capitalized, multinational

pharmaceutical drug manufacturers that are developing, producing and marketing pharmaceutical drugs for the treatment of IBD and

Additionally, an increasing number of cannabinoid drug manufacturers are entering the market with cannabinoid-based drug

development programs to treat a wide range of diseases, which could include IBD and IBS.

Our expectation is that competition from

traditional pharmaceutical drug developers and non-traditional cannabinoid-based drug developers will continue to increase over

the next 12 months.

Control Center

October 2018, we acquired The Control Center, a Beverly Hills addiction clinic owned by Dr.

Arif Karim, in connection with the

Company’s plan to develop a clinical services business unit.

In connection with this acquisition, we assembled a team of

physicians, psychologists and other medical professionals in order to provide specialty care services to patients suffering from

addiction and dependency issues, with a particular focus on the use of cannabinoids for opiate reduction treatment protocols.

Unfortunately, due to the poor financial and operating performance of The Control Center following its acquisition, the Company

decided to close The Control Center effective June 2019, and entered into agreements with Dr.

Karim pursuant to which the Company

paid $120,000 to Dr.

Karim and the 1,450,000 shares of the Company’s common stock issued to Dr.

Karim were cancelled.

of the date of this annual report, The Control Center had no assets, operations or employees, and its only remaining contractual

obligation is a lease agreement with Douglas Emmett 2008, LLC for office space located at 8383 Wilshire Boulevard, Suite 228,

Beverly Hills, California that expires on February 28, 2021.

Relisting and Liquidity

November 7, 2018, the SEC temporarily suspended the trading of the Company’s common stock on the OTCQB marketplace.

Company’s common stock resumed trading with limited liquidity on the grey market on November 21, 2018.

Grey market stocks

are not traded or quoted on an exchange or inter-dealer quotation system, but are reported by broker-dealers to their self-regulatory

organization who, in turn, distribute the trade data to market data vendors and financial websites.

Since the suspension of the

Company’s common stock in November 2018, we have made relisting our common stock on the OTCQB or another national exchange

a top corporate priority and, as a result, have expended significant resources to accomplish this critically-important goal.

May 12, 2020, our outside legal counsel received a letter from the staff of the SEC’s Enforcement Division stating that

it has concluded the investigation as to the Company, and that it did not intend to recommend an enforcement action by the SEC

against the Company.

As of result, the Company is currently working with a broker-dealer to file a Form 211 with the Financial

Industry Regulatory Authority (FINRA) to resume quotations on the OTCQB;

however, there are no assurances that FINRA will accept

our application and that the Company will resume trading in the ordinary course on the OTCQB.

As our research efforts involving

cannabinoid-glycosides continue to progress, we plan to develop and file additional patents to cover compositions of matter, methods

of production and methods of use to further expand our growing family of intellectual property assets and create long-term value for

our shareholders.

Company operates in a highly competitive and dynamic market environment, frequently against much larger and better capitalized competitors.

Currently, the Company’s cannabinoid prodrug development program competes against many well-capitalized, multinational pharmaceutical

drug manufacturers that are developing, producing and marketing pharmaceutical drugs for the treatment of IBD and IBS.

Additionally,

an increasing number of cannabinoid drug manufacturers are entering the market with cannabinoid-based drug development programs to treat

a wide range of diseases, which could include IBD and IBS.

Our expectation is that competition from traditional pharmaceutical drug developers

and non-traditional cannabinoid-based drug developers will continue to increase over the next 12 months.

Relisting and Going Concern

November 7, 2018, the SEC temporarily suspended the trading of the Company’s common stock on the OTC marketplace.

The Company’s

common stock resumed trading with limited liquidity on the grey market on November 21, 2018.

Grey market stocks are not traded or quoted

on an exchange or inter-dealer quotation system, but are reported by broker-dealers to their self-regulatory organization who, in turn,

distribute the trade data to market data vendors and financial websites.

On March 9, 2021, the Financial Industry Regulatory Authority

(“FINRA”) processed a Form 211 application relating to the initiation of priced quotations of the Company’s common

stock, and commencing on March 10, 2021, the Company’s common stock was quoted on the OTC Link ATS.

The Company is currently seeking

approval to obtain Depository Trust Company eligibility for the Company’s common stock.

inception, the Company has funded its operations primarily through equity and debt financings.

However, it would currently be

very challenging for the Company to raise significant capital through an equity financing because of our “grey market”

trading status.

Therefore, it is critical that the Company resumes trading status on the OTCQB or another national exchange in

order to raise additional capital to fund our continued operations.

If we cannot resume ordinary course trading status or raise

additional capital, then we will be forced to delay, scale back or eliminate some or all of our operations, including our pre-clinical

prodrug development initiatives for VBX-100.

Although we cannot determine if and when a relisting would occur, we continue to

actively pursue a relisting of our common stock and are fully committed to taking all steps necessary to successfully complete

the relisting process and provide our Company with access to new capital through equity financings and higher levels of liquidity

to execute on our corporate initiatives to create shareholder value.

of June 26, 2020, we employed five full-time employees, including three research professional working in our office and laboratory

During the year ended March 31, 2021,

the Company incurred a net loss of $880,851 and used $1,605,076 of cash in our operating activities.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern for the next twelve months from the date that the financial statements

are issued which are a part of this Annual Report on Form 10-K.

In addition, the Company’s independent registered public accounting

firm, in their report on the Company’s March 31, 2021 audited financial statements, raised substantial doubt about the Company’s

ability to continue as a going concern.

No assurance can be given that any future financing or capital, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

If we cannot raise the capital or financing we need

to continue our operations, our business could fail.

of May 18, 2021, we employed three full-time employees, including one research professional working in our office and laboratory

space in Rocklin, California.

We also have engaged the services of scientific and regulatory consultants to assist with our research

and development activities, which is an approach that provides us with flexible and highly-experienced resources to advance our

clinical efforts while maintaining a relatively lower and variable overhead cost structure.

and development activities, which is an approach that provides us with flexible and highly-experienced resources to advance our clinical

efforts while maintaining a relatively lower and variable overhead cost structure.

corporate headquarters is a leased office located at 1901 Avenue of the Stars, 2 nd Floor, Los Angeles, California 90067.

Our office and laboratory space at 2224A Sierra Meadows Drive, Rocklin, California 95677 requires a lease payment of approximately

office and laboratory space at 2224A Sierra Meadows Drive, Rocklin, California 95677 requires a lease payment of approximately $2,700

per month under a lease agreement that expires on March 31, 2022.

Prior to its closure in June 2019, The Control Center

had operated in leased office space located at 8383 Wilshire Boulevard, Suite 228, Beverly Hills, California 90211, which requires

a lease payment of approximately $11,500 per month, under a lease agreement that expires on February 28, 2021.

We believe our

current facilities are adequate to support our corporate strategy over the next 12 months.

Organizational

were incorporated under the laws of the State of Nevada on June 29, 2007 as Legend Mining Inc.

On October 10, 2011, we completed

a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.”

to “Stevia First Corp.”

Also, on October 10, 2011, we effected a seven-for-one forward stock split of authorized,

issued and outstanding common stock.

As a result, our authorized capital was increased from 75,000,000 shares of common stock

with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and issued and outstanding shares

increased from 7,350,000 to 51,450,000.

July 15, 2016, the holders of a majority of our outstanding common stock and our Board of Directors approved (i) a corporate name

change from Stevia First Corp.

to Vitality Biopharma, Inc., (ii) a ten-for-one reverse stock split of our outstanding shares of

common stock, and (iii) an increase in the number of authorized shares of common stock from 525,000,000 to 1,000,000,000.

changes became effective on July 20, 2016.

We believe our current facilities are adequate to support our corporate

strategy over the next 12 months.

maintain a corporate website at:

www.vitality.bio.

Information contained on our website is not incorporated by reference in this

annual report.

We file reports with the Securities and Exchange Commission (SEC) and make available free-of-charge through our

website our annual reports, quarterly reports, current reports, proxy and information statements and amendments to those reports

filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act).

Information contained on our website is not incorporated by reference in this Annual

We file reports with the Securities and Exchange Commission (SEC) and make available free-of-charge through our website our

annual reports, quarterly reports, current reports, proxy and information statements and amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act).

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-K

Item 1. Business