What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-05-19 compared with 2020-06-29 · 209 added, 301 removed, 49 unchanged (91% of the section changed)

1 unchanged sentence

common stock has been quoted through various over-the-counter quotation systems at various times since 2009.

However, no shares

of our common stock traded on any over-the-counter market until March 5, 2012.

In November 2018 our common stock ceased being

traded on the OTCQB and is now traded on the “Grey Market”, where trading is moderated by a broker and done between

consenting individuals at a price they agree on under the symbol “VBIO.”

The liquidity of our shares on the “Grey

Market”

is extremely limited, and prices quoted may not be a reliable indication of the value of our common stock.

following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters

indicated as reported by the OTCQB marketplace or another over-the-counter quotation system on which the common stock was then

Quarter ended June 30, 2018

Second Quarter

ended September 30, 2018

Third Quarter

ended December 31, 2018

Fourth Quarter

ended March 31, 2019

First Quarter

ended June 30, 2019

Second Quarter

ended September 30, 2019

Third Quarter

ended December 31, 2019

Fourth Quarter

ended March 31, 2020

transfer agent and registrar for our common stock is Island Stock Transfer, Inc., 15500 Roosevelt Blvd., Suite 301, Clearwater,

Florida 33760.

Our common stock currently

trades on the OTC Markets under the symbol “VBIO.”

following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated

as reported by OTC Markets Group.

Common stock price reflects inter-dealer quotations, does not include retail markups, markdowns or

commissions and does not necessarily represent actual transactions.

First Quarter ended June 30, 2019

Second Quarter ended September 30, 2019

Third Quarter ended December 31, 2019

Fourth Quarter ended March 31, 2020

First Quarter ended June 30, 2020

Second Quarter ended September 30, 2020

Third Quarter ended December 31, 2020

Fourth Quarter ended March 31, 2021

transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas

of Common Stock

of June 26, 2020, there were 74 holders of record of our common stock.

have never declared or paid any cash dividends or distributions on our capital stock.

of May 18, 2021, there were 74 holders of record of our common stock.

have never declared or paid any cash dividends or distributions on our common stock.

We currently intend to retain our future

earnings, if any, to support operations and to finance expansion and we do not anticipate paying any cash dividends on our common

stock in the foreseeable future.

January 18, 2019, the Company entered into an amendment to the August 2018 and October 2018 securities purchase agreements.

to the amendment, the warrants to purchase the 5,833,333 shares of the Company’s common stock were cancelled, and the investors

were issued an additional 16,750,000 shares of the Company’s common stock for no additional consideration.

The fair value

of the additional shares, net of the warrants cancelled, was $7,015,000, and was recorded as a deemed dividend to the investors.

Authorized for Issuance under Equity Compensation Plans

February 3, 2012, our Board of Directors approved and adopted the Stevia First Corp.

2012 Stock Incentive Plan (as amended, the

“2012 Plan”), and a majority of stockholders of the Company executed a written consent approving and adopting the

In February 2013, our Board of Directors approved, and on April 11, 2013, at our 2013 annual stockholder meeting our

stockholders approved, an amendment to the 2012 Plan to, among other things, increase the number of shares of our common stock

available for issuance thereunder from 5,000,000 to 10,000,000 shares.

In March 2014, our Board of Directors approved, and on

June 9, 2014, at our 2014 annual stockholder meeting our stockholders approved, a second amendment to the 2012 Plan to increase

the number of shares of our common stock available for issuance thereunder from 10,000,000 to 18,000,000 shares.

On May 4, 2016,

our Board of Directors and stockholders of the Company, holding a majority of the outstanding shares of our common stock, executed

joint written consents in lieu of a special meeting approving the amendment of the 2012 Plan by increasing the number of shares

of the Company’s Common Stock available for issuance under the 2012 Plan from 1,800,000 (after adjusting for the Reverse

Split) to 3,600,000 and adding an evergreen provision that, on January 1 of each year, increases the number of the Company’s

common shares available for issuance under the 2012 Plan by a number equal to 10% of the number of shares of Common Stock previously

available for issuance under the 2012 Plan (the “Evergreen Provision”).

In May 2019, the Company’s Board of

Directors approved an amendment to the Company’s 2012 Stock Incentive Plan to increase the maximum number of shares issuable

thereunder to 10,791,600 from 4,791,600.

as listed in the table below, as of March 31, 2020, we do not have any equity-based plans, including individual compensation arrangements,

that have not been approved by our stockholders.

earnings, if any, to support operations and to finance expansion and we do not anticipate paying any cash dividends on our common stock

in the foreseeable future.

Compensation Plan Information

the year ended March 31, 2021, we did not issue any options, warrants or other securities under our equity compensation plan (as amended,

the “Equity Incentive Plan”).

Except as listed in the table below, as of March 31, 2021, we do not have any equity-based

plans, including individual compensation arrangements, which have not been approved by our stockholders.

following table provides information as of March 31, 2021 with respect to our equity compensation plans:

Compensation Plan Information

compensation plans approved by security holders (1)

compensation plans not approved by security holders

of March 31, 2020, 5,324,050 shares of our common stock remained available for future issuance pursuant to the 2012

Plan Category

securities to be

options, warrants

average exercise

available for

future issuance

plans (excluding

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

of March 31, 2021, 6,478,397 shares of our common stock remained available for future issuance pursuant to the Equity Incentive Plan.

Selected Financial Data

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created by these sections.

Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which

are not statements of historical fact, may also contain forward-looking statements.

Because such statements include risks and

uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such

forward-looking statements.

Some of the factors that could cause actual results to differ materially from those expressed or implied

by such forward-looking statements can be found under the caption “Risk Factors”

in Part I, Item 1A, and elsewhere

in this annual report.

The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation

to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

following discussion should be read in conjunction with the financial statements and the accompanying notes for the years ended

March 31, 2019 and 2020 appearing elsewhere in this annual report.

Our actual results could differ materially from those expressed

or implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Risk

Factors”

filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements

of historical fact, may also contain forward-looking statements.

Because such statements include risks and uncertainties, many of which

are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements.

of the factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements

can be found under the caption “Risk Factors”

in Part I, Item 1A, and elsewhere in this Annual Report.

The forward-looking

statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events

that occur or circumstances that exist after the date on which they are made.

following discussion should be read in conjunction with the financial statements and the accompanying notes for the years ended March

31, 2021 and 2020 appearing elsewhere in this Annual Report.

Our actual results could differ materially from those expressed or

implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors”

in Part I, Item 1A.

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

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

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

believe our internally-developed cannabosides or cannabinoid-glycoside prodrugs will be converted within the body after administration

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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.

are developing our most promising THC-glycoside (VBX-100) 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 greatly improves the water solubility of the CBD molecule.

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.

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.

We are currently developing our most

promising THC-glycoside (VBX-100) 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.

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 greatly improves the water solubility of the CBD molecule.

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.

Accounting Policies

believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of

our financial statements.

believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our financial

of Estimates and Assumptions

preparation of financial statements in conformity with generally accepted accounting principles in the United States requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

Actual results could differ from those estimates.

The more significant estimates and assumption by management include, among others,

reserves for accounts receivables, estimates inherent in recording purchase price allocations, the fair value of

equity instruments issued for services, assumptions used in the valuation of derivative liabilities, and the valuation allowance

for deferred tax assets.

The Company issues

stock options and warrants, shares of common stock, and shares of restricted common stock as share-based compensation to employees

and non-employees.

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation –

Compensation .

Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award,

and is recognized as expense over the requisite service period.

In prior periods through March 31, 2019, the Company accounted

for share-based payments to non-employees in accordance with ASC 505-50, Equity - Based Payments to Non-Employees , whereby

the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance

commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is complete.

1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of ASC 718 to include share-based

payment transactions for acquiring goods and services from non-employees.

As a result, non-employee share-based transactions are

measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of

satisfying performance conditions.

The adoption of the standard did not have a material impact on our financial statements.

Company’s revenue recognition policies will follow the guidance of Accounting Standards Codification (ASC) 606, Revenue

from Contracts with Customers .

ASC 606 creates a five-step model that requires entities to exercise judgment when considering

the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance

obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate

performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

Financial Instruments

The Company evaluates

its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at

its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current

or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of

the balance sheet date.

preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

The more significant

estimates and assumption by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves

for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax

assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

Actual results

could differ from those estimates.

Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions

for services and for financing costs.

The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation

whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line

basis over the vesting period.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company

had paid cash for the services.

Company’s revenue recognition policies will follow the guidance of Accounting Standards Codification (ASC) 606, Revenue from

Contracts with Customers .

ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms

of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations

in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance

obligations, and (5) recognizing revenue as each performance obligation is satisfied.

Accounting Pronouncements

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following table sets forth our results of operations for the years ended March 31, 2021 and 2020

Ended March 31,

and Administrative

and development

- related party

from operations

in fair value of derivative liability

from continuing operations

from discontinued operations

$ (4,365,355 )

Years Ended March 31,

Operating Expenses:

General and administrative

Research and development

Rent - related party

Loss from operations

Other Income:

Gain on extinguishment of liabilities

Change in fair value of derivative liability

Loss from continuing operations

Loss from discontinued operations

$ (4,365,355 )

net loss during the fiscal year ended March 31, 2020 was $4,365,355 compared to a net loss of $13,121,567 for the fiscal year

ended March 31, 2019.

net loss during the fiscal year ended March 31, 2021 was $880,851 compared to a net loss of $4,365,355 for the fiscal year ended March

31, 2020 (a decrease of $3,484,504).

The lower net loss of $3,484,504 was due to:

(i) a $750,909 decrease in general and administrative

expenses during fiscal year 2021 compared to fiscal year 2020, (ii) a $600,989 decrease in research and development expenses during fiscal

year 2021 compared to fiscal year 2020, (iii) a $1,456,574 recognition of gains on extinguishment of liabilities during fiscal

year 2021 compared to no gains recognized during fiscal year 2020, and (iv) no loss from discontinued operations during fiscal year 2021

compared to a loss from discontinued operations of $733,126 during fiscal year 2020.

the fiscal year ended March 31, 2021, we incurred general and administrative expenses in the aggregate amount of $1,929,308 compared

to $2,792,703 incurred during the fiscal year ended March 31, 2019.

General and administrative expenses generally include corporate

overhead, salaries and other compensation costs, financial and administrative contracted services, marketing, consulting costs

and travel expenses.

These costs include those associated with the development of our organizational capabilities as a biotechnology

company, including costs such as legal and advisory fees related to intellectual property development as well as legal fees related

to the SEC Investigation.

During the fiscal year ended March 31, 2020, we incurred research and development costs of $1,009,894

compared to $1,742,919 incurred during the fiscal year ended March 31, 2019.

During the fiscal year ended March 31, 2020, we incurred

related party rent of $2,600 compared to $31,200 incurred during the fiscal year ended March 31, 2019.

in general and administrative expenses and research & development expenses above for the fiscal year ended March 31, 2020,

is stock-based compensation totaling $626,668 compared to $1,121,918 incurred during the fiscal year ended March 31, 2019.

resulted in a loss from continuing operations of $3,632,229 during the fiscal year ended March 31, 2020 compared to a loss from

continuing operations of $4,449,490 during the fiscal year ended March 31, 2019.

the fiscal year ended March 31, 2020, the loss from discontinued operations was $733,126 compared to a loss from discontinued

operations for the fiscal year ended March 31, 2019 of $8,672,077.

For the year ended March 31, 2020, discontinued operations

included $44,698 of revenue and $777,824 of expenses, including $630,231 of general and administrative expenses and $143,232 of

cost of sales.

For the year ended March 31, 2019, discontinued operations included $258,288 of revenue and $8,930,365 of expenses,

including $882,806 of general and administrative expenses and $454,767 of cost of sales.

We also recorded an impairment of the

goodwill and intangible assets of $7,550,000 in discontinued operations during the fiscal year ended March 31, 2019.

No such impairment

was recorded in the fiscal year ended March 31, 2020.

the fiscal year ended March 31, 2020, we recorded net other income in the amount of $23,524.

No other income was recorded during

the fiscal year ended March 31, 2019.

We recorded a gain related to the change in fair value of derivatives of $35,710 during

the fiscal year ended March 31, 2020, compared to a gain of $117,332 during the fiscal year ended March 31, 2019.

a net loss of $4,365,355 during the fiscal year ended March 31, 2020 compared to a net loss of $13,121,567 during the fiscal year

ended March 31, 2019.

the fiscal year ended March 31, 2019, we also recorded a deemed dividend on issuance of shares in the amount of $7,015,000.

such deemed dividend was recorded during the fiscal year ended March 31, 2020.

decrease in net loss attributable to common stockholders during the fiscal year ended March 31, 2020 compared to the fiscal year

ended March 31, 2019 in an amount equal to $15,771,212 is primarily due to:

(i) the deemed dividend of $7,015,000 in fiscal 2019,

and (ii) a higher loss from discontinued operations, including the impairment of goodwill and intangible assets of $7,938,951

in fiscal 2019.

to $2,680,217 incurred during the fiscal year ended March 31, 2020 (a decrease of $750,909).

General and administrative expenses generally

include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, marketing, consulting

costs and travel expenses.

The largest decrease in general and administrative expenses was in our legal fees, which totaled $228,244

during the fiscal year 2021, compared to $727,017 during the fiscal year 2020 (a decrease of $498,773).

We also recorded wages of $644,708

during fiscal year 2021, compared to $805,633 during fiscal year 2020 (a decrease of $160,925).

the fiscal year ended March 31, 2021, we incurred research and development costs of $408,905 compared to $1,009,894 incurred during the

fiscal year ended March 31, 2020 (a decrease of $600,989).

The Company’s non-personnel research and development expenses,

including study expenses, raw materials and laboratory costs, were $87,347 during fiscal year 2021, compared to $310,069 during fiscal

year 2020 (a decrease of $222,722).

The Company’s research and development personnel costs were $241,003 during fiscal year 2021,

compared to $487,859 during fiscal year 2020 (a decrease of $246,856).

We also recorded $80,555 related to stock-based compensation in

our research and development costs during fiscal year 2021, compared to $214,567 during fiscal year 2020 (a decrease of $134,012).

the fiscal year ended March 31, 2020, we incurred related party rent of $2,600.

No such costs were incurred during the fiscal year ended

March 31, 2021.

from continuing operations was $880,851 during the fiscal year ended March 31, 2021 compared to a loss from continuing operations of

$3,632,229 during the fiscal year ended March 31, 2020 (a decrease of $2,751,378).

The lower net loss of $2,751,378 was due to:

$750,909 decrease in general and administrative expenses during fiscal year 2021 compared to fiscal year 2020, (ii) a $600,989 decrease

in research and development expenses during fiscal year 2021 compared to fiscal year 2020, and (iii) a $1,456,574 recognition of gains

during fiscal year 2021 compared to no gains recognized during fiscal year 2020.

the fiscal year ended March 31, 2020, the loss from discontinued operations was $733,126.

No losses from discontinued operations were

reported for the fiscal year ended March 31, 2021.

For the year ended March 31, 2020, discontinued operations included $44,698 of revenue

and $777,824 of expenses, including $630,231 of general and administrative expenses and $143,232 of cost of sales.

the fiscal year ended March 31, 2021, we recorded net other income in the amount of $1,457,362, consisting of a gain on the extinguishment

of a note payable of $97,516, gain on settlement with vendor of $1,062,405, gain on the extinguishment of an advance of $296,653,

and other income of $788.

During the fiscal year ended March 31,2020, we recorded other income of $60,482, consisting of other income

of $24,772 and a gain related to the change in fair value of derivative liability of $35,710 during the fiscal year ended March

decrease in net loss from continuing operations attributable to common stockholders during the fiscal year ended March 31, 2021 compared

to the fiscal year ended March 31, 2020 in an amount equal to $2,751,378 is primarily due to:

(i) a $750,909 decrease in general and

administrative expenses during fiscal year 2021 compared to fiscal year 2020, (ii) a $600,989 decrease in research and development expenses

during fiscal year 2021 compared to fiscal year 2020, and (iii) a $1,456,574 recognition of gains during fiscal year 2021 compared to

no gains recognized during fiscal year 2020.

and Capital Resources

have incurred losses since inception resulting in an accumulated deficit of $46,546,858, and further losses are anticipated in

the development of our business.

continuation of our business is dependent upon us raising additional capital and eventually attaining and maintaining profitable

have incurred losses since inception resulting in an accumulated deficit of $47,427,709, and further losses are anticipated in the development

of our business.

continuation of our business is dependent upon us raising additional capital and eventually attaining and maintaining profitable operations.

We do not have any firm commitments for future capital.

We do not presently have, nor do we expect in the near future

to have, material revenue to fund our business from our operations, and we will need to obtain all of our necessary funding from

external sources in the near term.

We may not be able to obtain additional financing on commercially reasonable or acceptable

terms, when needed, or at all.

If we cannot raise the money that we need in order to continue to develop our business, we may

be required to sell, delay, scale back or eliminate some or all of our proposed operations.

If any of these were to occur, there

is a substantial risk that our business would fail and our stockholders could lose all of their investment.

We do not presently have any revenue to fund our business from our operations,

and we will need to obtain all of our necessary funding from external sources in the near term.

We may not be able to obtain additional

financing on commercially reasonable or acceptable terms, when needed, or at all.

If we cannot raise the money that we need in order

to continue to develop our business, we may be required to sell, delay, scale back or eliminate some or all of our proposed operations.

of March 31, 2021, we had total current assets of $887,332.

Our total current assets as of March 31, 2020 were comprised of

cash in the amount of $2,392,225 and prepaid expenses and other current assets in the amount of $15,666.

Our total current liabilities

as of March 31, 2020 were $1,284,860, represented primarily by accounts payable and accrued liabilities of $862,528 and an advance

As a result, on March 31, 2020, we had a working capital of $1,123,031.

Our total current assets as of March 31, 2021 were comprised of cash in the

amount of $884,137 and prepaid expenses in the amount of $3,195.

Our total current liabilities as of March 31, 2021 were $33,440, represented

entirely by a lease payment attributable to our wholly-owned subsidiary, The Control Center, Inc., for which Vitality Biopharma,

is not responsible.

At March 31, 2021, we had working capital of $853,892.

We had no long-term liabilities as of March 31, 2021.

August 29, 2018, the Company issued 333,334 shares of its common stock and warrants to purchase 166,667 shares of the Company’s

common stock in exchange for $500,000 (“August 2018 Financing”).

The common stock and warrants were issued in units,

each unit consisting of one share of common stock and a warrant to purchase one half of a share of common stock, at a price of

$1.50 per unit, with an exercise price for the warrants of $2.00 per share.

October 19, 2018, the Company issued 5,666,666 shares of its common stock and warrants to purchase 5,666,666 shares of the Company’s

common stock in exchange for $8,350,000 after deducting fees and expenses of the offering (“October 2018 Financing”).

The common stock and warrants were issued in units, each unit consisting of one share of common stock and a warrant to purchase

a share of common stock, at a price of $1.50 per unit, with an exercise price for the warrants of $3.00 per share.

October 19, 2018, the Company also entered into a share exchange agreement with the shareholders of Summit Healthtech, Inc.

and issued 6,000,000 shares of the Company’s common stock, valued at $9,000,000, in exchange for all of the outstanding

common stock of Summit Healthtech.

The parties subsequently agreed to cancel the 2,450,000 shares of common stock that had

been issued as part of the share exchange agreement, and the total consideration was adjusted to $7,500,000.

January 18, 2019, the Company entered into an amendment to the securities purchase agreements from the August 2018 Financing and

October 2018 Financing.

Pursuant to the amendment, the warrants to purchase the 5,833,333 shares of the Company’s common

stock were cancelled, and the investors were issued an additional 16,750,000 shares of the Company’s common stock for no

additional consideration.

The fair value of the additional shares issued was $9,715,000 and the fair value of the 5,833,333 warrants

cancelled was $2,700,000.

The difference of $7,015,000 was recorded as a deemed dividend to the investors.

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.

do not expect to generate any revenue in the near term.

2 unchanged sentences

we had cash in the amount of $884,137.

Based on our corporate strategy described above under the heading “Plan of

Operations”, our total expenditures for the fiscal year ending March 31, 2021, are expected to be approximately $1,600,000,

which is comprised of research and development and general operating expenses.

Based on our cash balance of $2,392,225 on March

31, 2020, and our estimated total expenditures of approximately $1,600,000 for the 12-month period ending March 31, 2021, we expect

to have sufficient funds to operate our business over the next 12 months.

However, our estimate of total expenditures could increase

if we encounter unanticipated difficulties.

In addition, our estimates of the amount of cash necessary to fund our business may

prove to be too low, and we could spend our available financial resources much faster than we currently expect.

If we cannot raise

the capital necessary to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of

our proposed operations.

If any of these were to occur, there is a substantial risk that our business would fail.

Based on our corporate strategy described above under the heading “Plan of Operations”,

our total expenditures for the fiscal year ending March 31, 2022, are expected to be approximately $1,400,000, which is comprised

of research and development and general operating expenses.

Based on our cash balance of $884,137 on March 31, 2021, and our estimated

total expenditures of approximately $1,400,000 for the 12-month period ending March 31, 2022, we do not expect to have sufficient funds

to operate our business over the next 12 months.

Furthermore, our estimate of total expenditures could increase if we encounter unanticipated

difficulties.

In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could spend

our available financial resources much faster than we currently expect.

If we cannot raise the capital necessary to continue to develop

our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations.

If any of these were to occur,

there is a substantial risk that our business would fail.

inception, we have primarily funded our operations through equity and debt financings.

We expect to continue to fund our operations

primarily through equity and debt financings in the foreseeable future.

However, sources of additional funds may not be available

when needed, on acceptable terms, or at all.

If we issue equity or convertible debt securities to raise

additional funds, our existing stockholders may experience substantial dilution, and the new equity or debt securities

may have rights, preferences and privileges senior to those of our existing stockholders.

If we incur additional debt, it may

increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.

If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish

rights to our proprietary technology or other intellectual property and could result in our receipt of only a portion of any revenue

that may be generated from a partnered product or business.

Moreover, regardless of the manner in which we seek to raise capital,

we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, printing and

distribution expenses and other related costs.

We expect to continue to fund our operations primarily

through equity and debt financings in the foreseeable future.

However, sources of additional funds may not be available when needed,

on acceptable terms, or at all.

If we issue equity or convertible debt securities to raise additional

funds, our existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences

and privileges senior to those of our existing stockholders.

If we incur additional debt, it may increase our leverage relative to our

earnings or to our equity capitalization, requiring us to pay additional interest expenses.

Obtaining commercial loans, assuming those

loans would be available, would increase our liabilities and future cash commitments.

If we pursue capital through alternative sources,

such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual

property and could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business.

Moreover, regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment

banking fees, legal fees, accounting fees, printing and distribution expenses and other related costs.

Cash Used in Operating Activities

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activities was $1,605,076 compared to net cash used in operating activities of $3,590,516 for the fiscal year ended March 31, 2020.

Net cash used in operating activities during the fiscal year ended March 31, 2020 consisted primarily of a net loss of $4,365,355,

offset by $626,668 related to stock-based compensation, and a increase in accounts payable and accrued liabilities of $221,563.

Net cash used in operating activities during the fiscal year ended March 31, 2019 consisted primarily of a net loss of $13,121,567,

offset by $1,470,369 related to stock-based compensation, $7,550,000 in goodwill impairment related to the write-down of The Control

Center investment, and changes in working capital.

cash used in operating activities during the fiscal year ended March 31, 2021 consisted primarily of a net loss of $880,851, a decrease

in accounts payable of $216,683, and the gain on extinguishment of liabilities of $1,006,574, net of the cash received

of $450,000, offset by $461,856 related to stock-based compensation.

Net cash used in operating activities during the fiscal year ended

March 31, 2020 consisted primarily of a net loss of $4,365,355, offset by $626,668 related to stock-based compensation, and an increase

in accounts payable and accrued liabilities of $221,563, and cash used in operating activities-discontinued operations of $742,225.

Cash Provided By Investing Activities

the fiscal year ended March 31, 2019, net cash provided by investing activities was $141,545, representing the cash acquired from

the acquisition of Summit Healthtech, Inc.

No cash was provided by investing activities during the fiscal year ended March 31,

cash was provided by investing activities during the fiscal years ended March 31, 2021 or 2020.

Cash Provided By Financing Activities

the fiscal year ended March 31, 2019, net cash provided by financing activities was $8,850,000, attributable to $8,850,000 received

from the sale of common stock and warrants.

the fiscal year ended March 31, 2021, net cash provided from financing activities was $96,988 from a note payable issued in connection

with the Company’s PPP loan.

No cash was provided by financing activities during the fiscal year ended March 31, 2020.

Sheet Arrangements

have no significant 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 would be material to stockholders.

have no significant 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 would be material to stockholders.

Quantitative and Qualitative Disclosures About Market Risk

4 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-K

Item 5. Market for Registrant’s Common Equity