What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2021-05-19 · 26 added, 245 removed, 13 unchanged (95% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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

Our common stock currently

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

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

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

2 unchanged sentences

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

Months Ended December 31, 2021

Quarter ended June 30, 2021

Second Quarter ended

September 30, 2021

Third Quarter ended

December 31, 2021

Year Ended December 31, 2022

Quarter ended March 31, 2022

Second Quarter ended

June 30, 2022

Third Quarter ended

September 30, 2022

Fourth Quarter ended

December 31, 2022

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

of Common Stock

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

of March 30, 2023, 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.

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.

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

the year ended December 31, 2022, we issued options to purchase 2,650,000 shares of the Company’s common stock under the Malachite

Innovations, Inc.

2021 Stock Incentive Plan.

Except as listed in the table below, as of December 31, 2022, 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:

following table provides information as of December 31, 2022 with respect to our equity compensation plans:

Compensation Plan Information

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.

compensation plans approved by security holders

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

statements contained in this Annual Report are “forward-looking statements”

within the meaning of Section 27A of the

Securities Act and Section 21E of the Exchange Act, and are subject to the “safe harbor”

created by these sections.

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.

of Operations

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

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

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.

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

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.

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

refer to Footnote 1 of the accompanying financial statements for management’s discussion of recent accounting pronouncements.

of Operations

Years Ended March 31, 2021 and March 31, 2020

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

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, 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 $2,680,217 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 $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 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, 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.

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

We currently have no commitments for any future funding.

As of March 31, 2021,

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, 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.

Cash Used in Operating Activities

have not generated positive cash flows from operating activities.

For the fiscal year ended March 31, 2021, net cash used in operating

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.

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

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, 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.

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

financial statements required by this item are set forth at the end of this Annual Report beginning on page F-1 and are incorporated

herein by reference.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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