Skinvisible, Inc 10-K for FY2021

Skinvisible, Inc. (SKVI)

10-K 2022-03-31 For: 2021-12-31

Added on April 06, 2026

About this 10-K

Skinvisible, Inc filed this 10-K on March 31, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $663.43K; up 334.7% from $152.63K a year earlier
Net loss: $1.07M; compared with a net loss of $1.45M a year earlier
Diluted EPS: -$0.24; compared with -$0.32 a year earlier

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☒	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended December 31, 2021

☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

Skinvisible, Inc.
(Exact name of registrant as specified in its charter)
Nevada		88-0344219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6320 South Sandhill Road, Suite 10, Las Vegas, NV		89120
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number: 702.433.7154
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
None	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class
Common Stock, par value $0.001

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☐ Emerging growth company

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosures	15
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	22
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	22
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accountant Fees and Services	28
PART IV
Item 15.	Exhibits, Financial Statement Schedules	29
Item 16.	Form 10-K Summary	29

	A		B		C
Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and right		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
Equity compensation plans approved by security holders		100,000	$	1.51		39,000
Equity compensation plans not approved by security holders		60,000	$	1.11		—
Total		160,000	$	1.31		—


	For the transition period from _________ to ________

	Commission file number: 000-25911

1.	we would not be able to pay our debts as they become due in the usual course of business, or;
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

F-1	Reports of Independent Registered Public Accounting Firms
F-3	Consolidated Balance Sheets as of December 31, 2021 and 2020
F-4	Consolidated Statements of Operations for the years ended December 31, 2021 and 2020
F-5	Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2021 and 2020
F-6	Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020
F-7	Notes to Consolidated Financial Statements


We have served as the Company’s auditor since 2021.
Auditor ID: 6285


blaze@griesandassociates.com 501 S. Cherry Street Suite 1100, Denver, Colorado 80246 (O)720-464-2875 (M)773-255-5631 (F)720-222-5846

/s/ Prager Metis CPAs, LLC

We have served as the Company’s auditor since 2019.

Basking Ridge, NJ

April 15, 2020

	December 31, 2021			December 31, 2020
ASSETS
Current assets
Cash	$	66,037		$	35,896
Accounts receivable		82			7,718
Prepaid expense and other current assets		8,125			6,500
Total current assets		74,244			50,114

Patents and trademarks, net		153,055			150,130

Total assets	$	227,299		$	200,244
					.
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,039,663		$	865,497
Accounts payable related party		—			7,616
Accrued interest payable		1,475,067			1,021,373
Loans from related party		27,299			52,499
Loans payable		433,600			552,000
Convertible notes payable		40,000			220,000
Derivative liability		45,664
Total current liabilities		3,061,293			2,718,985

Convertible notes payable related party, net of unamortized discount of $1,837,918 and 2,447,770 respectively		2,382,291			1,787,439
Convertible notes payable, net of unamortized debt discount of $152,642 and $203,476, respectively		199,433			148,599

Total liabilities		5,643,017			4,655,023

Stockholders' deficit
Common stock; $0.001 par value; 200,000,000 shares authorized; 4,539,843 shares issued and outstanding at December 31, 2021 and 2020, respectively		4,540			4,540
Additional paid-in capital		30,352,905			30,241,089
Accumulated deficit		(35,773,161	)		(34,700,408	)
Total stockholders' deficit		(5,415,716	)		(4,454,779	)

Total liabilities and stockholders' deficit	$	227,301		$	200,244


	Years Ended
	December 31, 2021			December 31, 2020


Revenues	$	663,426		$	152,633
Revenues related party		—			122,923

Cost of revenues		3,300			—

Gross profit		660,126			275,556

Operating expenses
Depreciation and amortization		17,939			32,022
Selling general and administrative		454,107			497,199
Total operating expenses		472,046			529,221

Loss from operations		188,080			(253,665	)

Other income and (expense)
Interest expense		(1,213,043	)		(1,193,947	)
Loss on change in derivative liability		(157,478	)		—
Gain/(loss) on settlement of debt		109,688			—
Total other income (expense)		(1,260,833	)		(1,193,947	)

Net income (loss)	$	(1,072,753	)	$	(1,447,612	)

Basic income (loss) per common share	$	(0.24	)	$	(0.32	)

Fully diluted income (loss) per common share	$	(0.24	)	$	(0.32	)

Basic weighted average common shares outstanding		4,539,843			4,492,398

Fully diluted weighted average common shares outstanding		4,539,843			4,492,398


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Shares payable			Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2019	4,471,746	$	4,472	$	30,181,555	$	59,602		$	(33,252,796	)	$	(3,007,167	)
Issuance of shares payable	v68,097	$	68	$	59,534	$	(59,602	)	$	—			—
Net loss	—		—		—		—			(1,447,612	)		(1,447,612	)
Balance, December 31, 2020	4,539,843	$	4,540	$	30,241,089	$	—		$	(34,700,408	)	$	(4,454,779	)
Derivative liability written off to APIC	—		—		111,816		—			—			111,816
Net loss	—		—		—		—			(1,072,753	)		(1,072,753	)
Balance, December 31, 2021	4,539,843		4,540		30,352,905		—			(35,773,161	)		(5,415,716	)


Convertible Notes Payable Related Party consists of the following:	December 31, 2021			December 31, 2020
On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203, accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942 and cash advances of $110,245 were converted to promissory notes convertible into common stock with a warrant feature. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $3,369,244. The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $609,200 during the year ended December 31, 2021 and $613,200 for the year ended December 31, 2020. The Company made payments toward the principal balance of the notes of $15,000 and $0 for the years ended December 31, 2021 and 2020, respectively.	$	4,220,209		$	4,235,209
Unamortized debt discount		(1,837,918	)		(2,447,770	)
Total, net of unamortized discount	$	2,382,291		$	1,787,439


Convertible Notes Payable consists of the following:	December 31,		December 31,
	2021		2020
$40,000 face value 9% secured notes payable to investors, due in 2015. At the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current share price after the first anniversary of the note. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		40,000		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		40,000		40,000

On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017. At the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current share price after the first anniversary of the note. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. During the year ended December 31, 2021, the note was paid in full.		—		135,000
Unamortized debt discount		—		—
Total, net of unamortized discount		—		135,000

On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on February 17, 2018. The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. During the year ended December 31, 2021, the note was paid in full.		—		20,000
Unamortized debt discount		—		—
Total, net of unamortized discount		—		20,000

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on August 11, 2018. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. During the year ended December 31, 2021, the note was paid in full.		—			15,000
Unamortized debt discount		—			—
Total, net of unamortized discount		—			15,000

On January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27, 2019. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. During the year ended December 31, 2021, the note was paid in full.		—			10,000
Unamortized debt discount		—			—
Total, net of unamortized discount		—			10,000

On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and accrued vacation of $1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10%. At the noteholder’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $152,642 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $51,252 and $50,974 for the years ended December 31, 2021 and 2020, respectively.		352,075			352,075
Unamortized debt discount		(152,642	)		(203,476	)
Total, net of unamortized discount		199,433			148,599
Total Convertible Notes	$	239,433		$	368,599
Current portion:		40,000			220,000
Total long-term convertible notes	$	199,433		$	148,599

As of December 31,	2021			2020
Cumulative tax net operating losses (in millions)	$	15.7		$	14.6

Deferred tax asset (in millions)	$	3.3		$	3.0
Valuation allowance (in millions)		(3.3	)		(3.0)
Current taxes payable		—			—
Income tax expense	$	—		$	—

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		100,000			1.51

Options granted and assumed		—			—
Options expired		(70,000	)		—
Options canceled		—			—
Options exercised		—			—

Balance, December 31, 2021		30,000			1.51

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		60,000		$	1.11

Warrants granted and assumed		—			—
Warrants expired		(60,000	)		—
Warrants canceled		—			—
Warrants exercised		—			—

Balance, December 31, 2021		—		$	—

Name	Age	Position(s) and Office(s) Held
Terry Howlett	72	Chief Executive Officer, Chief Financial Officer, and Director
David St. James	48	Director

Title of class	Name and address of beneficial owner ⁽¹⁾	Amount of beneficial ownership⁽²⁾		Percent of class⁽³⁾
Executive Officers & Directors:
Common	Terry Howlett⁽⁴⁾		11,041,001 shares		71.2	%
Common	David St. James⁽⁵⁾		2,000		Less than 1%
Total of All Directors and Executive Officers:			11,043,001 shares		71.2	%

More Than 5% Beneficial Owners:
Doreen McMorran⁽⁶⁾			10,325,510 shares		69.8	%

Noteholder	Date of Note	Interest	Maturity	Outstanding Principal as of December 31, 2021
Terry Howlett	June 30, 2019	10%	December 31, 2024	$2,108,519
Terry Howlett	June 30, 2019	10%	December 31, 2024	$68,788
Terry Howlett	December 31, 2019	10%	December 31, 2019	$27,299
				Accrued Interest as of December 31, 2021
Terry Howlett				$-546,415

Financial Statements for the Year Ended December 31	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2021	$	31,124	$	0	$	0	$	0
2020	$	35,611	$	0	$	0	$	0

Exhibit Number	Description
2.1	Agreement and Plan of Merger⁽⁶⁾
3.1	Articles of Incorporation, as amended ⁽¹⁾
3.2	Bylaws, as amended (1)
3.3	Certificate of Amendment⁽²⁾
3.4	Certificate of Change⁽⁷⁾
4.1	Convertible Promissory Note⁽⁴⁾
4.2	Convertible Promissory Note⁽⁵⁾
10.1	Promissory Note, dated December 17, 2015⁽⁸⁾
10.2	Promissory Note, dated October 8, 2015⁽⁸⁾
10.3	Securities Purchase Agreement⁽⁴⁾
10.4	Securities Purchase Agreement⁽⁵⁾
14.1	Code of Ethics ⁽³⁾
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	³	Incorporated by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.
	⁴	Incorporated by reference to the Report on Form 8-K filed on April 20, 2018
	⁵	Incorporated by reference to the Report on Form 8-K filed on August 8, 2018
	⁶	Incorporated by reference to the Report on Form 8-K filed on March 26, 2018
	⁷	Incorporated by reference to the Report on Form 8-K filed on January 22, 2019

	Skinvisible, Inc.

By:	/s/ Terry Howlett
	Terry Howlett President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	March 31, 2022

By:	/s/ Terry Howlett
	Terry Howlett
	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	March 31, 2022

By:	/s/ Terry Howlett
Name:	Terry Howlett
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	March 30, 2022