Pharmagreen Biotech Inc 10-Q, filed Feb 22, 2021
Pharmagreen Biotech Inc. (PHBI)
About this 10-Q
Pharmagreen Biotech Inc filed this 10-Q on February 22, 2021, covering the quarter ended December 31, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2020
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
000-56090
Commission File Number
PHARMAGREEN BIOTECH INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0491567
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2987 Blackbear Court, Coquitlam, British Columbia V3E 3A2
(Address of principal executive offices)(Zip Code)
702-803-9404
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(X)Yes (_) No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
(_)Yes (_) No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ¨ | Non-accelerated filer | ¨ |
Accelerated filer | ¨ | Smaller reporting company | x |
|
| Emerging Growth | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act (X)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
( ) Yes (X) No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
( ) Yes ( ) No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 19, 2021, we had 314,261,669 shares of common stock issued and outstanding.
Item 1. Financial Statements.2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.22
Item 3. Quantitative and Qualitative Disclosures About Market Risk.22
Item 4. Controls and Procedures.22
Item 2. Unregistered Sales of Securities and Use of Proceeds.23
Item 3. Defaults Upon Senior Securities.23
Item 4. Mine Safety Disclosure.23
1
PHARMAGREEN BIOTECH INC.
Condensed Consolidated Financial Statements
Three Months Ended December 31, 2020
(Expressed in U.S. Dollars)
(Unaudited)
2
PHARMAGREEN BIOTECH INC.
Condensed Consolidated Balance Sheets
(Expressed in U.S. dollars)
| December 31, 2020 | September 30, 2020 |
| $ | $ |
| (Unaudited) |
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Assets |
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Current assets |
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Cash | 29,764 | 12,196 |
Amounts receivable | – | 295 |
Prepaid expenses and deposits | 253,924 | 253,754 |
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Total assets | 283,688 | 266,245 |
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Liabilities and Stockholders’ Deficit |
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Current liabilities |
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Accounts payable and accrued liabilities (Notes 3 and 7) | 576,836 | 539,663 |
Advances from Alliance Growers Corp. (Note 11(a)) | 58,856 | 56,303 |
Due to related parties (Note 7) | 580,279 | 508,874 |
Note payable (Note 4) | 40,000 | 40,000 |
Convertible notes – current portion, net of unamortized discount of $12,294 and $182,012, respectively (Note 5) | 189,341 | 641,077 |
Derivative liabilities (Note 6) | 555,997 | 1,380,957 |
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Total current liabilities | 2,001,309 | 3,166,874 |
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Loan payable (Note 4) | 31,390 | 30,028 |
Convertible notes, net of unamortized discount of $22,826 and $23,619, respectively (Note 5) | 4,241 | 3,448 |
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Total liabilities | 2,036,940 | 3,200,350 |
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Stockholders’ deficit |
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Preferred stock Authorized: 1,000,000 shares, $0.001 par value; 10,000 and nil shares issued and outstanding, respectively | 10 | – |
Common stock Authorized: 2,000,000,000 shares, $0.001 par value; 245,611,669 and 95,806,289 shares issued and outstanding, respectively | 245,612 | 95,806 |
Common stock issuable | – | 180,000 |
Additional paid-in capital | 5,637,863 | 3,967,261 |
Accumulated other comprehensive (loss) income | (5,776) | 36,679 |
Deficit | (7,584,455) | (7,167,346) |
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Total Pharmagreen Biotech Inc. stockholders’ deficit | (1,706,746) | (2,887,600) |
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Non-controlling interest | (46,506) | (46,505) |
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Total stockholders’ deficit | (1,753,252) | (2,934,105) |
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Total liabilities and stockholders’ deficit | 283,688 | 266,245 |
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Nature of business and continuance of operations (Note 1) |
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Commitments (Note 11) |
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Subsequent events (Note 12) |
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(The accompanying notes are an integral part of these condensed consolidated financial statements)
3
PHARMAGREEN BIOTECH INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. dollars)
(Unaudited)
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| Three months ended December 31, 2020 $ | Three months ended December 31, 2019 $ |
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Expenses |
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Consulting fees (Note 7) |
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| 50,140 | 70,816 |
Foreign exchange gain |
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| (11,106) | (9,747) |
General and administrative |
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| 24,412 | 25,805 |
Professional fees |
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| 33,508 | 25,630 |
Salaries and wages |
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| 4,670 | 4,612 |
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Total expenses |
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| 101,624 | 117,116 |
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Net loss before other income (expense) |
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| (101,624) | (117,116) |
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Other income (expense) |
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Accretion of discount on convertible notes (Note 5) |
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| (72,376) | (6,646) |
Interest expense |
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| (36,230) | – |
Finance costs |
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| – | (45,000) |
Loss on change in fair value of derivative liabilities (Note 6) |
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| (674,912) | (37,295) |
Gain on settlement on convertible notes (Note 5) |
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| 468,032 | – |
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Total other income (expense) |
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| (315,486) | (88,941) |
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Net loss |
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| (417,110) | (206,057) |
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Less: net loss attributable to non-controlling interest |
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| 1 | 36 |
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Net loss attributable to Pharmagreen Biotech Inc. |
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| (417,109) | (206,021) |
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Comprehensive loss |
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Foreign currency translation loss |
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| (42,455) | (12,399) |
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Comprehensive loss attributable to Pharmagreen Biotech Inc. |
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| (459,564) | (218,420) |
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Basic and diluted loss per share attributable to Pharmagreen Biotech Inc. stockholders |
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| – | – |
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Weighted average number of shares outstanding used in the calculation of net loss per share attributable to Pharmagreen Biotech Inc. |
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| 157,102,642 | 75,646,835 |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
4
PHARMAGREEN BIOTECH INC.
Condensed Consolidated Statements of Stockholders’ Deficit
(Expressed in U.S. dollars)
(Unaudited)
| Preferred stock | Common stock | Common stock issuable $ | Additional paid-in capital $ | Accumulated other comprehensive income (loss) $ | Deficit $ | Non -controlling interest $ | Total stockholders’ deficit $ | ||
| Number of shares | Amount $ | Number of shares | Amount $ | ||||||
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Balance, September 30, 2019 | – | – | 75,646,835 | 75,647 | – | 3,772,781 | 47,824 | (4,729,476) | (1,274) | (834,498) |
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Foreign currency translation loss | – | – | – | – | – | – | (12,399) | – | – | (12,399) |
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Net loss for the period | – | – | – | – | – | – | – | (206,021) | (36) | (206,057) |
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Balance, December 31, 2019 | – | – | 75,646,835 | 75,647 | – | 3,772,781 | 35,425 | (4,935,497) | (1,310) | (1,052,954) |
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Balance, September 30, 2020 | – | – | 95,806,289 | 95,806 | 180,000 | 3,967,261 | 36,679 | (7,167,346) | (46,505) | (2,934,105) |
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Issuance of units for cash | – | – | 5,400,000 | 5,400 | – | 21,600 | – | – | – | 27,000 |
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Issuance of preferred shares for cash | 10,000 | 10 | – | – | – | – | – | – | – | 10 |
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Issuance of common stock pursuant to the conversion of convertible notes | – | – | 144,315,380 | 144,316 | (180,000) | 1,647,737 | – | – | – | 1,612,053 |
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Issuance of common stock for services | – | – | 90,000 | 90 | – | 1,265 | – | – | – | 1,355 |
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Foreign currency translation loss | – | – | – | – | – | – | (42,455) | – | – | (42,455) |
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Net loss for the period | – | – | – | – | – | – | – | (417,109) | (1) | (417,110) |
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Balance, December 31, 2020 | 10,000 | 10 | 245,611,669 | 245,612 | – | 5,637,863 | (5,776) | (7,584,455) | (46,506) | (1,753,252) |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
5
PHARMAGREEN BIOTECH INC.
Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
| Three months ended December 31, 2020 | Three months ended December 31, 2019 |
| $ | $ |
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OPERATING ACTIVITIES |
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Net loss | (417,110) | (206,057) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Accretion of discount on convertible notes | 72,376 | 6,646 |
Financing costs | – | 45,000 |
Gain on settlement of convertible notes | (468,032) | – |
Loss on change in fair value of derivative liabilities | 674,912 | 37,295 |
Shares issued for services | 1,355 | – |
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Changes in non-cash operating assets and liabilities: |
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Accounts receivable and other receivables | 498 | 9,630 |
Accounts payable and accrued liabilities | 93,862 | 30,261 |
Due to related parties | 37,759 | 5,303 |
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Net cash used in operating activities | (4,380) | (71,922) |
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FINANCING ACTIVITIES |
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Proceeds from issuance of units for cash | 27,000 | – |
Proceeds from issuance of convertible notes | – | 134,750 |
Proceeds from issuance of preferred shares | 10 | – |
Proceeds from loans from related parties | 33,646 | – |
Repayment of loans from related parties | – | (61,644) |
Financing costs | – | (5,000) |
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Net cash provided by financing activities | 60,656 | 68,106 |
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Effect of foreign exchange rate changes on cash | (38,708) | (23,188) |
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Change in cash | 17,568 | (27,004) |
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Cash, beginning of period | 12,196 | 62,682 |
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Cash, end of period | 29,764 | 35,678 |
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Non-cash investing and financing activities: |
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Issuance of promissory note as a financing fee | – | 40,000 |
Common shares issued for settlement of convertible notes | 1,612,053 | – |
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Supplemental disclosures: |
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Interest paid | – | – |
Income taxes paid | – | – |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
6
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
1.Nature of Business and Continuance of Operations
Pharmagreen Biotech Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 26, 2007, under the name Azure International, Inc. On October 30, 2008, and effective as of the same date, the Company filed Articles of Merger (“Articles”) with the Secretary of State of the State of Nevada, to effect a merger by and between Air Transport Group Holdings, Inc., a Nevada corporation and Azure International, Inc. As a result of the merger, the Company changed its name to Air Transport Group Holdings, Inc. The Company was previously in the business of providing technical advisory and appraisals to the aircraft and aviation business as well as providing sourcing for aircraft leases and parts. Pursuant to a Share Exchange Agreement with WFS Pharmagreen Inc. (“WFS”) on May 2, 2018, the Company changed its name to Pharmagreen Biotech Inc. and changed its principal business to the construction of a biotech complex in Deroche, British Columbia, Canada, for the purpose of producing a variety of starter plantlets for the Canadian and international high CBD hemp and medical cannabis industries through the application of the proprietary plant tissue culture in vitro process called “Chibafreen”. This proprietary process will produce plantlets that will be genetically identical and free of pests and disease free with consistent and certifiable constituent properties.
Going Concern
These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2020, the Company has not earned any revenues from operations, has a working capital deficit of $1,717,621, and has an accumulated deficit of $7,584,455. During the three months ended December 31, 2020, the Company incurred a net loss of $417,110 and used cash flows for operations of $4,380. In addition, the Company filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada on August 7, 2020. As a result of the voluntary petition, various convertible note holders triggered default provisions on the Company’s outstanding convertible notes. On October 9, 2020, a stay order was lifted by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed the Company from its Chapter 11 bankruptcy proceedings and protection. These factors raise substantial doubt upon the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
The outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply chain, operations, and customer demand. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. Specifically, the Company attributes the pandemic to a delay in a planned financing which was to be used for the construction of the biotech complex, resulting in an impairment of the capitalized construction-in-progress at September 30, 2020. The extent to which the COVID-19 pandemic further impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time our business, liquidity, capital resources and financial results.
2.Significant Accounting Policies
(a)Interim Financial Statements
These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
7
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
2.Significant Accounting Policies (continued)
(b)Basis of Presentation
The accompanying condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, WFS Pharmagreen Inc. (“WFS”), and its 89.7% owned subsidiary 1155097 BC Ltd. (“115BC”), companies incorporated in British Columbia, Canada. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is September 30.
(c)Use of Estimates and Judgments
The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of property and equipment, the equity component of convertible notes, fair value of derivative liabilities, fair value of stock-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period and in the factors regarding the impairment of the property and equipment. The Company tests property and equipment for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
(d)Recently Adopted Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consists of the following:
| December 31, 2020 $ | September 30, 2020 $ |
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Accounts payable (Note 7) | 495,229 | 455,310 |
Accrued interest payable (Notes 4 and 5) | 81,607 | 84,353 |
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| 576,836 | 539,663 |
8
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
4.Note and Loan Payable
(a)On November 22, 2019, the Company entered into a promissory note with an unrelated party for $40,000 in connection with an equity purchase agreement (Refer to Note 11(b)). The promissory note is unsecured, due on November 30, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum. As at December 31, 2020, the Company has recorded accrued interest payable of $4,426 (September 30, 2020 - $3,421) and the promissory note is in default.
(b)On April 22, 2020, the Company received a loan for $28,260 (Cdn$40,000) from the Government of Canada under the Canada Emergency Business Account program (“CEBA”). As at December 31, 2020, the balance owing is $31,390 (2019 – $30,028).These funds are interest free until December 31, 2022, at which time the remaining balance will convert to a 3-year term loan at an interest rate of 5% per annum. If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of 25% of the principal balance repaid, up to a maximum of Cdn$10,000.
5.Convertible Notes
(a)On April 4, 2018, the amount of $32,485 owed to related parties was converted to Series A convertible notes, which are unsecured, non-interest bearing, and due on April 4, 2023. These notes are convertible in whole or in part, at any time until maturity, to common shares of the Company at $0.0001 per share. The outstanding balance remaining at maturity shall bear interest at 12% per annum until fully paid. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,485 as additional paid-in capital and reduced the carrying value of the convertible note to $nil. The carrying value will be accreted over the term of the convertible notes up to their face value of $32,485.
During the year ended September 30, 2018, the Company issued 31,745,000 shares of common stock upon the conversion of $3,175 of Series A convertible notes, which included 18,000,000 common shares to the President of the Company and 5,320,000 common shares to family members of the President of the Company. Upon conversion, the Company immediately recognized the related remaining debt discount of $3,112 as accretion expense.
During the year ended September 30, 2019, the Company issued 3,900,000 shares of common stock upon the conversion of $390 of Series A convertible notes. Upon conversion, the Company immediately recognized the related remaining debt discount of $375 as accretion expense.
During the year ended September 30, 2020, the Company issued 18,525,000 shares of common stock upon the conversion of $1,853 of Series A convertible notes. Upon conversion, the Company immediately recognized the related remaining debt discount of $1,670 as accretion expense.
As at December 31, 2020, the carrying value of the convertible notes was $4,241 (September 30, 2020 – $3,448) and had an unamortized discount of $22,826 (September 30, 2020 - $23,619). During the three months ended December 31, 2020, the Company recorded accretion expense of $793 (2019 - $369).
9
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
5. Convertible Notes (continued)
(b)On October 1, 2019, the Company entered into a convertible note with an unrelated party for $78,000, of which $3,255 was paid directly to third parties for financing costs, resulting in net proceeds to the Company of $74,745. The note is due on October 1, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 10-trading day period prior to the issuance date; or (ii) 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $70,744. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $74,245 and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $78,000.
On July 22, 2020, the Company received a preliminary statement of claim from the note holder for failure of the Company to deliver shares of common stock upon receipt of notices of conversion. Pursuant to the claim, the note holder requested receipt of all shares of common stock requested in the notices of conversion, and also damages in an amount to be determined at trial but in any event in excess of principal in the sum of $180,000, including without limitation the balance of any portion of the convertible note that ultimately is not converted into shares of common stock, along with default interest, liquidated damages, and damages as provided for in the convertible note. Upon default, the Company recognized the remaining debt discount of $46,904 as accretion expense.
The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $77,500 and a default penalty of $85,864.
During the three months ended December 31, 2020, the Company issued 48,381,000 shares of common stock upon the conversion of $100,056 of the convertible note and $5,000 of conversion fees. As at December 31, 2020, the carrying value of the convertible note was $63,808 (September 30, 2020 - $163,864) and the fair value of the derivative liability was $304,891 (September 30, 2020 - $485,863).
(c)On October 17, 2019, the Company entered into a convertible note with an unrelated party for $63,000, of which $3,000 was paid directly to third parties for financing costs, resulting in net cash proceeds to the Company of $60,000. The note is due on October 17, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 22% per annum upon default of the note. The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date.
On June 17, 2020, the Company entered into a settlement agreement with the lender, whereby the Company and the lender agreed on repayment terms for the remaining principal balance of $63,000, and accrued interest owing on the note of $5,775 which was due on September 30, 2020. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $1,657. On September 30, 2020, the Company failed to meet the repayment terms within the settlement agreement which resulted in a default penalty of $63,000 and the resumption of the convertibility feature at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. On September 30, 2020, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $112,822.
The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $3,000 and a default penalty of $63,000.
10
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
5. Convertible Notes (continued)
During the three months ended December 31, 2020, the Company issued 7,730,486 shares of common stock upon the conversion of $126,000 of the convertible note and $3,150 of accrued interest. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $126,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $112,822).
(d)On January 2, 2020, the Company entered into a convertible note with an unrelated party for $53,000, of which $3,000 was paid directly to third parties for financing costs, resulting in cash proceeds to the Company of $50,000. The note is due on January 2, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 22% per annum upon default of the note. The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date.
On June 17, 2020, the Company entered into a settlement agreement with the lender, whereby the Company and the lender agreed on repayment terms for the remaining principal of $53,000 and accrued interest owing on the note. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $2,286. Effective September 30, 2020, the Company failed to meet the repayment terms of the settlement agreement and defaulted on the convertible note. On September 30, 2020, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $139,702.
The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $3,000 and a default penalty of $53,000.
During the three months ended December 31, 2020, the Company issued 16,994,905 shares of common stock upon the conversion of $106,000 of the convertible note and $2,650 of accrued interest. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $106,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $139,702).
(e)On January 14, 2020, the Company entered into a convertible note with an unrelated party for $78,000, of which $3,000 was paid for financing costs, resulting in net proceeds to the Company of $75,000. The note is due on January 14, 2021, and bears interest on the unpaid principal balance at a rate of 12% per annum, which increases to 15% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) 65% of the lowest trading price during the 20-trading day period prior to the issuance date; or (ii) 65% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $76,330. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $74,500, resulting in a loss on change in fair value of derivative liabilities of $1,830, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $78,000.
The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $16,447.
During the three months ended December 31, 2020, the Company issued 2,600,000 shares of common stock upon the conversion of $18,923 of the convertible note and $4,500 of conversion fees. As at December 31, 2020, the carrying value of the convertible note was $46,783 (September 30, 2020 - $16,947), net of an unamortized discount of $12,294 (September 30, 2020 - $61,053), and the fair value of the derivative liability was $113,106 (September 30, 2020 - $110,604).
11
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
5. Convertible Notes (continued)
(f)On January 15, 2020, the Company entered into a convertible note with an unrelated party for $61,000, of which $7,400 was paid directly to third parties for financing costs and an original issue discount of $3,000, resulting in proceeds to the Company of $50,600. The note is due on January 15, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 65% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $67,846.
The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $50,100, resulting in a loss on change in fair value of derivative liabilities of $17,746, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $61,000.
On July 23, 2020, the Company entered into a settlement agreement with the note holder, wherein the Company and the lender agreed to settle a convertible note and accrued interest for a total of $63,440 on a non-convertible basis, of which $15,000 was payable on or before July 24, 2020 (paid), followed by 6 monthly instalment payments of $8,073. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $56,566. Effective August 24, 2020, the Company failed to meet the repayment terms and defaulted on the settlement agreement.
The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $60,500.
During the three months ended December 31, 2020, the Company issued 3,601,718 shares of common stock upon the conversion of $46,000 of the convertible note, $5,586 of accrued interest and $500 of conversion fees. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $46,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $69,320).
(g)On January 15, 2020, the Company entered into a convertible note with an unrelated party for $55,000, of which $2,500 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $52,500. The note is due on January 15, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 65% of the lowest trading price during the 20 consecutive trading day period on which at least 100 shares of common stock were traded prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $61,173. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $52,000, resulting in a loss on change in fair value of derivative liabilities of $9,173, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $55,000.
During the year ended September 30, 2020, the Company defaulted on the convertible note which resulted in a default penalty of $27,500 and the amendment of the conversion rate from 65% to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion. The Company recognized the remaining debt discount of $50,767 as accretion expense.
The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $54,500 and a default penalty of $27,500.
12
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
5.Convertible Notes (continued)
During the three months ended December 31, 2020, the Company issued 17,557,925 shares of common stock upon the conversion of $82,500 of the convertible note, $7,693 of accrued interest and $3,000 of conversion fees. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $82,500) and the fair value of the derivative liability was $nil (September 30, 2020 - $146,272).
(h)On January 21, 2020, the Company entered into a convertible note with an unrelated party for $66,150, of which $7,800 was paid directly to third parties for financing costs and an original issue discount of $3,150, resulting in proceeds to the Company of $55,200. The note is due on January 21, 2021, and bears interest on the unpaid principal balance at a rate of 8% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 60% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $71,278.
The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $54,700, resulting in a loss on change in fair value of derivative liabilities of $16,578, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $66,150.
The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $13,202.
During the three months ended December 31, 2020, the Company issued 4,431,963 shares of common stock upon the conversion of $66,150 of the convertible note and $3,907 of accrued interest. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $13,702), net of an unamortized discount of $nil (September 30, 2020 - $52,448), and the fair value of the derivative liability was $nil (September 30, 2020 - $98,579).
(i)On January 22, 2020, the Company entered into a convertible note with an unrelated party for $78,750, of which $9,750 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $69,000. The note is due on January 22, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to 65% of the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $75,179. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $68,500, resulting in a loss on change in fair value of derivative liabilities of $6,679, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $78,750.
The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company defaulted on the convertible note and recognized accretion expense of $78,250. As at December 31, 2020, the carrying value of the convertible note was $78,750 (September 30, 2020 - $78,750) and the fair value of the derivative liability was $138,000 (September 30, 2020 - $107,660).
13
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
5.Convertible Notes (continued)
(j)On February 4, 2020, the Company entered into a convertible note with an unrelated party for $100,000, of which $16,970 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $83,030. The note is due on February 4, 2021, and bears interest on the unpaid principal balance at a rate of 12% per annum, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 10-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 60% of the average of the two lowest trading prices during the 10-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $125,640. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $82,530, resulting in a loss on change in fair value of derivative liabilities of $43,110, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $100,000.
During the year ended September 30, 2020, the noteholder converted $24,175 of the convertible note for 2,000,000 common shares with a fair value of $180,000 and was issued on October 20, 2020. Upon the notice of conversion, the Company immediately recognized the related remaining debt discount of $23,136 as accretion expense.
The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $7,854.
During the three months ended December 31, 2020, the Company issued 41,017,383 shares of common stock upon the conversion of $75,825 of the convertible note, $2,154 of accrued interest and $18,750 of fees. As at December 31, 2020, the carrying value of the convertible note was $nil (September 30, 2020 - $7,314), net of an unamortized discount of $nil (September 30, 2020 - $68,511), and the fair value of the derivative liability was $nil (September 30, 2020 - $110,135).
6.Derivative Liabilities
The embedded conversion option of certain of the Company’s convertible notes described in Note 5 contain a conversion feature that qualifies for embedded derivative classification. The fair value of these liabilities are re-measured at the end of every reporting period and the change in fair value is reported in the consolidated statement of operations as a gain or loss on change in fair value of derivative liabilities. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:
|
| $ |
|
|
|
Balance, September 30, 2020 |
| 1,380,957 |
|
|
|
Conversion of convertible notes |
| (1,499,873) |
Change in fair value |
| 674,912 |
|
|
|
Balance, December 31, 2020 |
| 555,997 |
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using a binomial model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the weighted-average assumptions used in the calculations:
| Expected volatility | Risk-free interest rate | Expected dividend yield | Expected life (in years) |
|
|
|
|
|
As at December 31, 2020 | 367% | 0.09% | 0% | 0.25 |
14
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
7.Related Party Transactions
(a)As at December 31, 2020, the Company owed $522,600 (Cdn$665,951) (September 30, 2020 - $453,697 (Cdn$604,366)) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. During the three months ended December 31, 2020, the Company incurred consulting fees of $23,018 (2019 - $26,520) to the President of the Company.
(b)As at December 31, 2020, the Company owed $57,679 (Cdn$73,500) (September 30, 2020 - $55,177 (Cdn$73,500)) to the father of the President of the Company, which is non-interest bearing, unsecured, and due on demand.
(c)As at December 31, 2020, the Company owed $377,750 (Cdn$481,367) (September 30, 2020 – $347,229 (Cdn$462,540)) to a company controlled by the Chief Financial Officer of WFS, which is included in accounts payable and accrued liabilities. The amount due is non-interest bearing, unsecured, and due on demand. During the three months ended December 31, 2020, the Company incurred consulting fees of $23,018 (2019 - $26,520) to the company controlled by the Chief Financial Officer of WFS.
(d)On October 14, 2020, the Company issued 10,000 shares of Series A Super Voting Preferred Stock to a Director of the Company for cash proceeds of $10.
8.Common Stock
Three months ended December 31, 2020
(a)During the three months ended December 31, 2020, the Company issued 5,400,000 units at $0.005 per unit for proceeds of $27,000. Each unit consisted of one share of common stock and one share purchase warrant exercisable at $0.05 per share of common stock expiring 2 years from the date of issuance.
(b)During the three months ended December 31, 2020, the Company issued 48,381,000 shares of common stock upon the conversion of $100,056 of the convertible note and $5,000 of conversion fees (refer to Note 5(b)).
(c)During the three months ended December 31, 2020, the Company issued 7,730,486 shares of common stock upon the conversion of $126,000 of the convertible note and $3,150 of accrued interest (refer to Note 5(c)).
(d)During the three months ended December 31, 2020, the Company issued 16,994,905 shares of common stock upon the conversion of $106,000 of the convertible note and $2,650 of accrued interest (refer to Note 5(d)).
(e)During the three months ended December 31, 2020, the Company issued 2,600,000 shares of common stock upon the conversion of $18,923 of the convertible note and $4,500 of conversion fees (refer to Note 5(e)).
(f)During the three months ended December 31, 2020, the Company issued 3,601,718 shares of common stock upon the conversion of $46,000 of the convertible note, $5,586 of accrued interest and $500 of conversion fees (refer to Note 5(f)).
(g)During the three months ended December 31, 2020, the Company issued 17,557,925 shares of common stock upon the conversion of $82,500 of the convertible note, $7,693 of accrued interest and $3,000 of conversion fees (refer to Note 5(g)).
(h)During the three months ended December 31, 2020, the Company issued 4,431,963 shares of common stock upon the conversion of $66,150 of the convertible note, $3,907 of accrued interest (refer to Note 5(h)).
(i)During the three months ended December 31, 2020, the Company issued 41,017,383 shares of common stock upon the conversion of $75,825 of the convertible note, $2,154 of accrued interest and $18,750 of fees (refer to Note 5(j)).
(j)On November 1, 2020, the Company issued 22,500 shares of common stock with a fair value of $401 for management consulting and strategic business advisory services.
(k)On November 26, 2020, the Company issued 45,000 shares of common stock with a fair value of $733 for management consulting and strategic business advisory services.
15
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
8.Common Stock (continued)
(l)On December 11, 2020, the Company issued 22,500 shares of common stock with a fair value of $221 for management consulting and strategic business advisory services.
(m)As at September 30, 2020, the Company received a conversion notice for 2,000,000 shares of common stock with a fair value of $180,000 pursuant to the conversion of $30,750 of a convertible note (refer to Note 5(j)). The common shares were issued on October 20, 2020.
9.Preferred Stock
On October 13, 2020. The Company filed a certificate of amendment to its articles of incorporation, whereby it increased the authorized capital to 2,000,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 preferred shares with a par value of $0.001. On October 14, 2020, the Company designated 10,000 preferred shares as Series A Super Voting Preferred Stock.
The Series A Super Voting Preferred Stock has the following rights and restrictions:
Dividends - Initially, there will be no dividends due or payable on the Series A Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.
Liquidation and Redemption Rights - Upon the occurrence of a Liquidation Event, the holders of Series A Super Voting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Super Voting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends.
Rank - All shares of the Series A Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value $0.001 per share ( “Common Stock” ), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Super Voting Preferred-Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
Voting Rights - If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.
Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:
·[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A, Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by:
·[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]
With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws.
Protective Provisions - So long as any shares of Series A Super Voting Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series A Super Voting Preferred Stock, alter or change the rights, preferences or privileges of the Series A Super Voting Preferred so as to affect adversely the holders of Series A Super Voting Preferred Stock.
16
PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
9.Preferred Stock (continued)
On October 14, 2020, the Company issued 10,000 shares of Series A Super Voting Preferred Stock to a Director of the Company for cash proceeds of $10. In connection with the issuance of the Series A Super Voting Preferred Stock, the Company evaluated whether the preferred stock should be classified as a liability based on the guidance under ASC 480, Distinguishing Liabilities from Equity. The Series A Super Voting Preferred Stock are not considered mandatorily redeemable, are not settleable in a variable number of shares, and do not contain any features embedded that required a separate assessment. As a result, the Company determined the Series A Super Voting Preferred Stock were not a liability and classified the preferred stock within equity in the amount of the aggregate par value of the issued shares of preferred stock, with any excess attributed to additional paid-in capital.
10.Share Purchase Warrants
The following table summarizes the continuity of the Company’s share purchase warrants:
| Number of warrants | Weighted average exercise price $ |
|
|
|
Balance, September 30, 2020 | 114,286 | 0.55 |
|
|
|
Issued | 5,400,000 | 0.05 |
|
|
|
Balance, December 31, 2020 | 5,514,286 | 0.06 |
As at December 31, 2020, the following share purchase warrants were outstanding:
| Number of warrants |
|
| Exercise price |
|
| Expiry date | ||
|
|
|
|
|
|
|
| ||
|
| 114,286 |
|
|
| $0.55 |
|
| July 22, 2022 |
|
| 400,000 |
|
|
| $0.05 |
|
| December 2, 2022 |
|
| 3,000,000 |
|
|
| $0.05 |
|
| December 11, 2022 |
|
| 2,000,000 |
|
|
| $0.05 |
|
| December 30, 2022 |
11.Commitments
(a)Effective December 11, 2017, the Company entered into a binding Letter of Intent (“LOI”) with Alliance Growers Corp. (“Alliance”), whereby the Company will build a new cannabis biotech complex located in Deroche, British Columbia, through their subsidiary, 115BC. On January 25, 2019, the Company’s subsidiaries WFS and 115BC entered into an option agreement with Alliance, which superseded the LOI entered into on December 11, 2017. The option agreement grants an option to Alliance to purchase 10% equity interest in 115BC for Cdn$1,350,000 and previously granted a second option to purchase an additional 20% equity interest in 115BC for funding of 30% of the total construction and equipment costs for the biotech complex less Cdn$1,350,000. On January 25, 2019, 115BC issued 8 shares of common stock to Alliance upon exercise of the first option for consideration of $1,018,182 (Cdn$1,350,008), which was recognized as additional paid-in capital. The second option expired unexercised. As at December 31, 2020, the Company received advances of $58,856 (Cdn$75,000) (September 30, 2020 - $56,303 (Cdn$75,000)) from Alliance, which is unsecured, non-interest bearing, and due on demand.
(b)On November 22, 2019, the Company entered into an equity purchase agreement with an unrelated party, whereby the third party is to purchase up to $10,000,000 of the Company’s common stock. The equity purchase agreement is effective for a term of 2 years from the effective date of the registration statement. The purchase price would be 85% of the market price. In return, the Company issued a promissory note of $40,000 (refer to Note 4(a)). In addition, the third party is required to pay an additional commitment fee of $10,000, of which $5,000 was paid upon signing the term sheet and the remaining $5,000 is due upon completion of the first tranche of the financing.
(c)On December 13, 2020, the Company entered into a consulting agreement with a six month term. Pursuant to the agreement, the Company will 75,000 common shares per month in exchange for consulting services.
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PHARMAGREEN BIOTECH INC.
Notes to the Condensed Consolidated Financial Statements
December 31, 2020
(Expressed in U.S. dollars)
(unaudited)
12.Subsequent Events
a)On January 11, 2021, the Company issued 12,000,000 shares of common stock upon the conversion of $27,800 of the convertible note and $1,000 of fees (refer to Note 5(b)).
b)On January 11, 2021, the Company issued 2,300,000 units at $0.005 per unit for proceeds of $11,500. Each unit consisted of one share of common stock and one share purchase warrant exercisable at $0.05 per share of common stock expiring 2 years from the date of issuance.
c)On January 21, 2021, the Company issued 12,900,000 shares of common stock upon the conversion of $31,895 of the convertible note and $1,000 of fees (refer to Note 5(b)).
d)On January 27, 2021, the Company issued 13,600,000 shares of common stock upon the conversion of $35,720 of the convertible note and $1,000 of fees (refer to Note 5(b)).
e)On January 30, 2021, the Company issued 13,500,000 units at $0.005 per unit for proceeds of $67,500. Each unit consisted of one share of common stock and one share purchase warrant exercisable at $0.05 per share of common stock expiring 2 years from the date of issuance.
f)On February 1, 2021, the Company issued 150,000 shares of common stock for services pursuant to the agreement described in Note 11(c).
g)On February 5, 2021, the Company issued 14,200,000 shares of common stock upon the conversion of $62,900 of the convertible note and $1,000 of fees (refer to Note 5(b)).
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Company History Overview
Pharmagreen Biotech Inc. (“the Company”) was incorporated under the laws of Nevada, U.S. on November 26, 2007 under the name Azure International, Inc. On October 30, 2008 and effective as of the same date, the Company filed Articles of Merger with the Secretary of the State of Nevada, to effect a merger by and between Air Transport Group Holdings, Inc., a Nevada corporation incorporated on October 16, 2008, and Azure International, Inc. As a result of the merger, the Company changed its name to Air Transport Group Holdings, Inc.
On April 12, 2018, the Company entered into a share exchange agreement with WFS Pharmagreen Inc., a private company incorporated under the laws of British Columbia, Canada, whereby the Company acquired all of the issued and outstanding shares of WFS Pharmagreen Inc. in exchange for 37,704,500 shares of common stock of the Company. Upon completion of this transaction, the shareholders of WFS Pharmagreen hold 95.5% of voting control of the Company.
Immediately prior to closing of the Agreement, the majority shareholder of the Company was also the majority shareholder of WFS. As a result of the common ownership upon closing of the transaction, the acquisition was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-50. The entities are deemed to be under common control as of February 27, 2018, which was the date that the majority shareholder acquired control of the Company and, therefore, held control over both companies. On May 2, 2018, the Share Exchange Agreement was effected. In connection with this transaction, the Company changed its name on May 8, 2018 to Pharmagreen Biotech Inc. and changed its year end from April 30th to September 30th.
Our principal executive offices are temporarily located at 2987 Blackbear Court, Coquitlam, British Columbia, Canada. Our telephone number is (702-803-9404). Our internet address is www.pharmagreen.ca.
On August 7, 2020, (the “Petition Date”), the Company filed voluntary petitions for reorganization (the “Bankruptcy Petitions” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Court”). The Company’s filing with the Court was designated as Case No. 20-13886. During the pendency of this matter, the Company has also filed motions with the Court seeking authorization to continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. To maintain and continue uninterrupted ordinary course operations during the Chapter 11 Cases, the Company filed a variety of “first day” motions seeking approval from the Court for various forms of customary relief. These motions are designed primarily to minimize the effect of bankruptcy on the Company’s operations, customers and employees.
On October 9, 2020, a stay order was lifted by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed the Company from its Chapter 11 bankruptcy proceedings and protection.
We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that is sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next twelve months. We will need to obtain additional financing, through equity security sales, debt instruments and private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt instruments or private financing. These factors raise substantial doubt upon the Company’s ability to continue
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as a going concern. This report does not reflect all the adjustments that may be necessary if the Company is unable to continue as a going concern.
Our Current Business
Pharmagreen Biotech Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 26, 2007. The Company is headquartered in Coquitlam, British Columbia. The Company’s mission is to advance the technology of tissue culture science and to provide the highest quality 100% germ free, disease free and all genetically the same plantlets of high CBD hemp and other flora and offering full spectrum DNA testing for plant identification, live genetics preservation using low temperature storage for various cannabis and horticulture plants; extraction of botanical oils mainly CBD oil, and to deliver laboratory based services to the North American high CBD hemp, Cannabis and agriculture sectors.
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Its immediate focus will be on producing tissue cultured high CBD hemp starter plantlets. In the early part of 2018, the Company’s wholly owned Canadian subsidiary, WFS Pharmagreen Inc., applied to Health Canada for a license to produce and sell tissue culture plantlets and cannabis oil. On February 7, 2019, the Company’s wholly owned Canadian subsidiary, WFS Pharmagreen Inc., received notification from Health Canada that its cannabis licensing application under the Cannabis Act and the Cannabis Regulations to obtain a license at the proposed site in Deroche, British Columbia, Canada has advanced from the first stage, “Intake and Screening” to the second stage, “Detailed Review and Initiation of Security Clearance Process,” of a three stage approval process. On May 10, 2019, the Company received confirmation from Health Canada that the second stage review was completed and that the Company can proceed to the third and final stage, construction of the biotech complex for final inspection and licensing.
Detailed Review and Initiation of Security Clearance Process means applications are reviewed against the licensing and personnel security requirements of the regulations.
The third stage is Confirmation of Readiness: Confirmation is provided to the applicant that the application substantively meets the requirements and asks for confirmation that the site is ready for licensing or inspection. This stage will be dependent on the timing of completing the development of its site.in Deroche, British Columbia Canada. The Company does not anticipate any additional costs related to this stage.
The Company has decided that immediate business development in the hemp industry provides a much greater opportunity in the United States. The project at Deroche has been placed on hold while the Company moves forward to build out a similar infrastructure planned for Deroche within the United States.
The outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply chain, operations, and customer demand. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. Specifically, the Company attributes the pandemic to a delay in a planned financing which was to be used for the construction of the biotech complex, resulting in an impairment of the capitalized construction-in-progress at September 30, 2020. The extent to which the COVID-19 pandemic further impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic
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recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time our business, liquidity, capital resources and financial results.
Capital Resources and Liquidity
Our auditors have issued a “going concern” opinion for our year ended September 30, 2020, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have completed financing the Company. As at December 31, 2020, the Company has not generated any revenues, incurred a net loss attributable to our shareholders of $417,109, has a working capital deficit of $1,717,621 and an accumulated deficit of $7,584,456.
We need to seek capital from resources such as the sale of private placements in the Company’s common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the Company cannot raise additional proceeds via such financing, it may be required to cease business operations.
As of December 31, 2020, we had $29,764 in cash and prepaid expenses and deposits of $253,924, as compared to $12,196 in cash, amounts receivable of $295 and prepaid expenses and deposits of $253,754 as of September 30, 2020. As of the date of this Form 10-Q, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining our planned operations. We are in the process of seeking additional equity financing in the form of private placements, loans and registration statements to fund our intended business operations.
Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.
Results of Operations
Three Months Ended December 31, 2020
We had $nil in revenue for the three months ended December 31, 2020 and 2019.
Total expenses in the three months ended December 31, 2020 were $101,624 as compared to total expenses for the three months ended December 31, 2019 of $117,116. The net increase in expenses during the current period is mainly due to a decrease in consulting fees from $70,816 in 2019 to $50,140 in 2020. This was offset by an increase in professional fees from $25,630 in 2019 to $33,508 in 2020, which were higher due to indirect costs associated with the issuance of convertible notes during the period.
In addition to operating expenses, the Company incurred other expense of $315,486 during the three months ended December 31, 2020 compared to $88,941 during the three months ended December 31, 2019. The increase in other expense is due to an increase in the change in fair value of derivative liabilities and the gain on settlement of convertible notes due to the increase in the number of common shares issued during the current period to settle the Company’s outstanding debt obligations.
We incurred a comprehensive loss of $459,564 during the three months ended December 31, 2020, compared to a comprehensive loss of $218,420 during the three months ended December 31, 2019. The increase in comprehensive income was mainly attributable to a loss on change in fair value of derivative liability of $674,912 and an increase interest expenses related to the Company’s convertible notes.
During the three months ended December 31, 2020, and 2019, we incurred a net loss of $0.00 and $0.00 per share, respectively.
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Off-balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that as of December 31, 2020 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Saturna Group Chartered Professional Accountants LLP, our independent auditors, are not required to and have not performed an assessment of our internal controls over financial reporting.
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On July 22, 2020, the Company received a preliminary statement of claim from a convertible note holder for failure of the Company to deliver shares of common stock upon receipt of notices of conversion. Pursuant to the claim, the plaintiff has requested receipt of all shares of common stock requested in the notices of conversion, and also damages in an amount to be determined at trial but in any event in excess of principal amount of $78,000 for a total sum of $180,000, including without limitation the balance of any portion of the convertible note that ultimately is not converted into shares of common stock, along with default interest, liquidated damages, and damages as provided for in the convertible note.
On October 9, 2020, a stay order was lifted by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed the Company from its Chapter 11 bankruptcy proceedings and protection. The lifting of the stay order further allowed the convertible note holders to convert thereby increasing the number of shares issued and outstanding.
On October 29, 2020 a second note holder filed a statement of claim. This lender, as of December 24, 2020, has completely converted the full amount of the note of $100,000, interest of $8,689.80 and penalty and fees aggregating $19,500.
Also, as mentioned above, the Company filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada on August 7, 2020. The Company’s filing with the Court was designated as Case No. 20-13886. During the pendency of this matter, the Company has also filed motions with the Court seeking authorization to continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.
Except as mentioned in the preceding paragraphs, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
Item 1A. Risk Factors.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
The commencement of the Chapter 11 Cases discussed above constituted an event of default under certain of the Company’s debt instruments, including various convertible notes, which resulted in automatic acceleration of the Company’s obligations under such debt instruments. Any efforts to enforce payment obligations under the aforementioned debt instruments are automatically stayed as a result of the filing of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 4. Mine Safety Disclosure.
N/A
None
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The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit |
| Description |
|
|
|
2.1 |
| Articles of Incorporation and Bylaws dated November 26, 2007 as previously filed with the SEC on March 20, 2019 |
|
|
|
2.2 |
| Articles of Merger dated, October 30, 2008 (Azure International, Inc./ Air Transport Group Holding, Inc. as previously filed with the SEC on March 20, 2019 |
|
|
|
2.10 |
| Equity Purchase Agreement with Oscaleta Partners LLC as previously filed with the SEC on December 2, 2019 |
|
|
|
2.11 |
| Registration Rights Agreement with Oscaleta Partners LLC as previously filed with the SEC on December 2, 2019 |
|
|
|
31.1 |
| Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* |
|
|
|
31.2 |
| Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934** |
|
|
|
32.1 |
| Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2 |
| Certification of Principal Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
|
|
|
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Pharmagreen Biotech Inc. | |
|
| |
| By: | /s/ Peter Wojcik |
|
| Peter Wojcik |
|
| President and Director Principal Executive Officer |
|
| |
| By: | /s/ Terry Kwan |
|
| Terry Kwan |
|
| Principal Accounting Officer |
Dated February 22, 2021
25
EXHIBIT 31.1
CERTIFICATION
Peter Wojcik and Terry Kwan, certify that:
1. We have reviewed this quarterly report on Form 10-Q of Pharmagreen Biotech Inc.;
2. Based on our knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on our knowledge, the financial statements, and other financial information included in report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. We are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. We have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
February 22, 2021 | ||
|
|
|
By: | /s/ Peter Wojcik |
|
| Peter Wojcik |
|
| President and Director |
|
| Principal Executive Officer |
|
|
|
|
By: | /s/ Terry Kwan |
|
| Terry Kwan |
|
| Principal Accounting Officer |
|
1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Pharmagreen Biotech Inc. (the “Company”) for the quarter ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Peter Wojcik, Principal Executive Officer of the Company and Terry Kwan, Principal Financial Officer of the Company certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company.
February 22, 2021 | |
|
|
/s/ Peter Wojcik |
|
Peter Wojcik |
|
President and Director Principal Executive Officer
|
|
|
|
/s/ Terry Kwan |
|
Terry Kwan Principal Accounting Officer |
|
1