Skinvisible, Inc 10-K for FY2020

Skinvisible, Inc. (SKVI)

10-K 2021-04-15 For: 2020-12-31

Added on April 06, 2026

About this 10-K

Skinvisible, Inc filed this 10-K on April 15, 2021, covering the fiscal year ended December 31, 2020 (FY2020).

Headline figures

Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $152.63K; up 262.8% from $42.07K a year earlier
Net loss: $1.45M; compared with a net loss of $1.7M a year earlier

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[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2020

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

	For the transition period from _________ to ________
	Commission file number: 000-25911

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
[X] Non-accelerated filer	[X] Smaller reporting company
	[ ] Emerging growth company

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	21
Item 9B.	Other Information	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accountant Fees and Services	27

	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	-

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	Report of Independent Registered Public Accounting Firm
F-3	Consolidated Balance Sheets as of December 31, 2020 and 2019
F-4	Consolidated Statements of Operations for the years ended December 31, 2020 and 2019
F-5	Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2020 and 2019
F-6	Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
F-7	Notes to Consolidated Financial Statements

/s/ Prager Metis CPAs, LLC

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

Basking Ridge, NJ

April 15, 2020

	December 31, 2020			December 31, 2019
ASSETS
Current assets
Cash	$	35,896		$	1,298
Accounts receivable		7,718			10,204
Prepaid expense and other current assets		6,500			4,875
Total current assets		50,114			16,377

Patents and trademarks, net of accumulated amortization of $111,596 and $533,415, respectively		150,130			165,385

Total assets	$	200,244		$	181,762
					.
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	865,497		$	597,291
Accounts payable related party		7,616			9,274
Accrued interest payable		1,021,373			491,601
Loans from related party		52,499			46,899
Loans payable		552,000			552,000
Convertible notes payable, current portion		220,000			220,000
Total current liabilities		2,718,985			1,917,065

Convertible notes payable related party, net of unamortized discount of $2,603,581 and $3,060,970 respectively		1,787,439			1,174,239
Convertible notes payable, net of unamortized debt discount of $216,289 and $254,450, respectively, less current potion		148,599			97,625


Total liabilities		4,655,023			3,188,929

Commitment and contingencies( Note 6)

Stockholders' deficit
Common stock; $0.001 par value; 200,000,000 shares authorized; 4,539,843 and 4,471,746 shares issued and outstanding at December 31, 2020 and 2019, respectively		4,540			4,472
Shares payable		—			59,602
Additional paid-in capital		30,241,089			30,181,555
Accumulated deficit		(34,700,408	)		(33,252,796)
Total stockholders' deficit		(4,454,779	)		(3,007,167)

Total liabilities and stockholders' deficit	$	200,244		$	181,762

	Years Ended
	December 31, 2020			December 31, 2019


Revenues	$	152,633		$	42,066
Revenues, related party		122,923			1,100

Cost of revenues		—			17,551

Gross profit		275,556			25,615

Operating expenses
Depreciation and amortization		32,022			39,616
Selling general and administrative		497,199			525,776
Total operating expenses		529,221			565,392

Loss from operations		(253,665	)		(539,777)

Other income and (expense)
Other income - related party		—			15,400
Gain on sale of fixed assets, related party		—			75,000
Loss on extinguishment of debt		—			(247,998)
Interest expense		(1,193,947	)		(1,004,756)
Total other income (expense)		(1,193,947	)		(1,162,354)

Net loss before tax provision		(1,447,612	)		(1,702,131)
Tax provision		—			—
Net loss	$	(1,447,612	)	$	(1,702,131)

Basic loss per common share	$	(0.32	)	$	(0.59)

Fully diluted loss per common share	$	(0.32	)	$	(0.59)


Basic weighted average common shares outstanding		4,492,398			2,896,689

Fully diluted weighted average common shares outstanding		4,492,398			2,896,689

	Common Stock
	Shares		Amount		Additional Paid-in Capital			Shares payable			Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2018	2,896,689	$	2,897	$	24,774,887		$	2,053,466		$	(31,550,665	)	$	(4,719,415)
Shares to be issued for settlement of debt	—		—		—			7,028			—			7,028
Discount on convertible notes	—		—		3,649,320			—			—			3,649,320
Debt modification	—		—		(241,969	)		—			—			(241,969)
Issuance of shares payable	1,575,057		1,575		1,999,317			(2,000,892	)		—			—
Net loss	—		—		—			—			(1,702,131	)		(1,702,131)
Balance, December 31, 2019	4,471,746	$	4,472	$	30,181,555		$	59,602		$	(33,252,796	)	$	(3,007,167)
Issuance of shares payable	68,097		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)

Convertible Notes Payable Related Party consists of the following:	December 31, 2020			December 31, 201 9
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 $613,200 during the year ended December 31, 2020 and $308,274 for the year ended December 31, 2019.	$	4,235,209		$	4,235,209
Unamortized debt discount		(2,447,770	)		(3,060,970)
Total, net of unamortized discount	$	1,787,439		$	1,174,239

Convertible Notes Payable consists of the following:	December 31,			December 31,
	2020			2019
$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®. The note has reached maturity and is in default.		135,000			135,000
Unamortized debt discount		—			—
Total, net of unamortized discount		135,000			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. The note has reached maturity and is in default		20,000			20,000
Unamortized debt discount		—			—
Total, net of unamortized discount		20,000			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. The note has reached maturity and is in default		15,000			15,000
Unamortized debt discount		—			—
Total, net of unamortized discount		15,000			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. The note has reached maturity and is in default.		10,000			10,000
Unamortized debt discount		—			—
Total, net of unamortized discount		10,000			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 $280,076 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $50,974 and $25,626 for the years ended December 31, 2020 and 2019, respectively.		352,075			352,075
Unamortized debt discount		(203,476	)		(254,450)
Total, net of unamortized discount		148,599			97,625

Total Convertible Notes	$	368,599	$	317,625
Current portion:		220,000		220,000
Total long-term convertible notes	$	148,599	$	97,625

As of December 31,	2020			2019
Cumulative tax net operating losses (in millions)	$	14.6		$	13.2

Deferred tax asset (in millions)	$	3.0		$	2.8
Valuation allowance (in millions)		(3.0	)		(2.8)
Current taxes payable		—			—
Income tax expense	$	—		$	—

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2018		161,000		$	1.80

Options granted and assumed		—			—
Options expired		(61,000	)		2.250
Options canceled		—			—
Options exercised		—			—

Balance, December 31, 2019		100,000			1. 51

Options granted and assumed		—			—
Options expired		—			—
Options canceled		—			—
Options exercised		—			—

Balance, December 31, 2020		100,000			1.51

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

Name and principal position	Number of late reports	Transactions not timely reported	Known failures to file a required form
Terry Howlett CEO, CFO & Director
David St. James
Doreen McMorran

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS	STOCK AWARDS

Name	Number of Securities Underlying Unexercised Options (#)Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)⁽¹⁾	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Terry Howlett	34,000			$1.50	2/8/21	-	-	-	-

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, 2020
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	$25,899
				Accrued Interest as of December 31, 2020
Terry Howlett				$328,087

Financial Statements for the Year Ended December 31	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2019	$	34,500	$	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, 2017
	⁵	Incorporated by reference to the Report on Form 8-K filed on August 8, 2017
	⁶	Incorporated by reference to the Report on Form 8-K filed on March 29, 2018
	⁷	Incorporated by reference to the Report on Form 8-K filed on January 22, 2019
	⁸	Incorporated by reference to the Report on Form 10-K filed on April 14, 2016

	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
	April 15, 2021

By:	/s/ Terry Howlett
	Terry Howlett
	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	April 15, 2021

By:	/s/ Terry Howlett
Name:	Terry Howlett
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	April 15, 2021