Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS
Cantabio Pharmaceuticals Inc. (the “Company” or “Cantabio”) is a preclinical stage biotechnology company focusing on commercializing novel therapies and the intellectual property generated from research and development activities for Parkinson’s disease (PD) and Alzheimer’s disease (AD). The Company’s strategy involves integration of therapeutic focus, the targeting of family biophysics, drug discovery technology and expertise into an innovative drug discovery approach, which synergizes to identify and develop small molecule pharmacological chaperones for clinical trials. In addition, the Company’s research efforts concentrate on the development of therapeutic proteins that can pass through the blood-brain barrier and supplement in vivo levels of proteins with display loss of function during disease conditions.
NOTE 2 - GOING CONCERN
As of September 30, 2018, the Company had a working capital deficit and continues to have losses from operations due to its research and development activities.
The Company typically raises capital which it spends on maintaining its research and corporate operations. At this early stage in the life of the Company funding is often short term in nature. While the Company has been proficient in raising funds in the past the short-term nature of these funding cycles raises substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing.
Management is addressing going concern risk by seeking new sources of capital and is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company for at least twelve months from issuance of these condensed consolidated financial statements.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Reporting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (“SEC”) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance. Operating results for the three months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2018.
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Use of Estimates
The preparation of financial statements in conformity with GAAP 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 expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
Earnings (Loss) per Share
The Company calculates earnings per share using basic net income (loss) per common share be computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. The Company does not compute diluted earnings per share because to do so would be anti-dilutive.
Potentially dilutive securities
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September 30,
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September 30,
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2018
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2017
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Convertible debentures (Note 6)
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59,045,000
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11,331,000
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Convertible debt related party (Note 7)
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7,843,000
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5,450,000
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Stock subscriptions
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530,000
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530,000
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Recent Accounting Standards
Fiscal 2019 Accounting Standards Adoptions
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. This new standard became effective for the Company on April 1, 2018. The new standard does not have a material impact on our financial statements.
Recently Issued Accounting Standards
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements.
In June 2018, the FASB issued Accounting Standards Update (ASU) 2018-07 intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. This ASU expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity-Equity-Based Payments to Nonemployees.
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The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements.
SEC Disclosure Update and Simplification
In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed consolidated financial statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
There have been no changes to the Company’s related party consulting arrangements as they have been disclosed in our most recently filed form 10K.
Costs incurred associated with related party transactions included in general and administrative in the statement of operations are as follows:
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For the six months ended
September 30,
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2018
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2017
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Operating expenses:
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Toth and Associates LTD
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$
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87,000
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$
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80,000
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Capro LTD
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48,000
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66,000
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Eden Professional LTD
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45,000
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42,000
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Max Zhu Consulting
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6,000
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12,000
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Total related party transactions
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$
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186,000
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$
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200,000
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Accounts payable and accrued expenses includes amounts payable to related parties of $0.3 and $0.6 million for the period ended September 30, 2018 and March 31, 2018, respectively.
NOTE 5 - CONVERTIBLE DEBENTURES AS AMENDED
New issuance
On June 5, 2018 the Company entered into a new securities purchase agreement with an accredited investor to place Convertible Debentures (as amended the “Debentures”) in the aggregate principal amount of up to $300,000 net of issuance costs of $35,000 (the “Transaction”). The Debentures bear interest at the rate of 5% per annum with a maturity date of June 5, 2019, as may be extended at the option of the note holder. In addition, the Company must pay to the holder an annual fee equal to 7% of the amount of the Debentures to assist in their monitoring costs for the Debentures. The net proceeds of the financing were used for general corporate matters and for other expenses. The Debentures may be converted at any time on or prior to maturity at the lower of $0.05 or 93% of the average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price.
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Amendment
At the same time all previous debentures were amended to align them with the new agreement. All the Debentures may be converted at any time on or prior to maturity at the lower of $0.05 (rather than $0.10 as previously) or 93% of the average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. The Company accounted for the amendment as a debt modification which resulted in $76,000 impact that was recorded in the change in fair value of embedded derivatives in the Company’s statements of operations.
Embedded Derivative
Embedded Derivatives - Monthly Payment Provision
The monthly payment provision within the Debentures is a contingent put option that is required to be separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated Statements of Operations. The Company estimated the fair value of the monthly payment provision, as of the issuance date and September 30, 2018 using probability analysis of the occurrence of a Triggering Date applied to the discounted maximum redemption premium for any given payment.
The probability analysis utilized in calculating the embedded derivative at September 30, 2018 and March 31, 2018 was calculated using the following key inputs:
Monthly Payment Provision
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September 30, 2018
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March 31, 2018
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Stock price
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$0.017
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$0.06
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Probability of Triggering Date
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100%
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100%
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Volatility
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300%
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300%
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Risk-free rate
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1%
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1%
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Discount rate
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0%
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0%
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Due to the Company’s sequencing policy the Company recorded an embedded derivative associated with the conversion feature. The following are the inputs associated with the conversion feature.
Conversion Feature
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September 30, 2018
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March 31, 2018
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Stock price
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$0.017
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$0.06
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Exercise price
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$0.016
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$0.06
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Volatility
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400%
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300%
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Contractual term
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0.14 - 0.68 year
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1 year
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Risk-free rate
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1%
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1%
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Discount rate
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0%
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0%
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The fair value estimate of the embedded derivatives is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the six months ended September 30, 2018, is as follows:
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Balance at
March 31, 2018
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Issuance of
new debentures
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Change due to
modification
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Net realized
(gain)/loss
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Conversion
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Balance at
September 30, 2018
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$ 736,000
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$ 281,000
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$ 76,000
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$ (200,000)
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$ (65,000)
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$ 828,000
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The approximate carrying value of the Debentures, as of September 30, 2018 and March 31, 2018 is comprised of the following:
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September 30, 2018
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March 31, 2018
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Principal value of 5%, convertible, net of conversion
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$
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916,000
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$
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750,000
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Fair value of embedded derivatives
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828,000
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736,000
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Accrued interest
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34,000
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22,264
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Debt discount
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(298,000)
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(561,104)
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Carrying value of Secured Convertible Debenture Note
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$
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1,480,000
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$
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947,160
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As of September 30, 2018, the estimated aggregate fair value of outstanding convertible notes payable is approximately $1.5 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement.
Secured Convertible Debenture Conversions
During the six months ended September 30, 2018, holders of approximately $0.16 million in principal amount and accrued interest with respect to Secured Convertible Debentures exercised the conversion option and converted into 7.1 million shares of common stock. The fair market value of the shares issued of $0.12 million was less than the net carrying value of the convertible notes by $0.04 million and a gain on extinguishment was recorded.
Events of Default or Financial covenants
The Company is in compliance with all terms associated with the convertible note.
NOTE 6 - CONVERTIBLE DEBT RELATED PARTY
Overview
The carrying value of the Notes, as of September 30, 2018 and March 31, 2018 is comprised of the following:
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September 30, 2018
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March 31, 2018
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Principal value of 5%, convertible, net of conversion
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$
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120,000
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$
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220,000
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Fair value of embedded derivatives
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95,000
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156,000
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Accrued interest
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4,800
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15,204
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Debt discount
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(58,000)
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(133,590)
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Carrying value of Secured Convertible Debenture Note
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$
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161,000
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$
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257,614
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As of September 30, 2018, the estimated aggregate fair value of outstanding convertible notes payable is approximately $0.2 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement.
Conversions
In September 2018 the holder converted $100,000 of principal and $25,789 of interest into approximately 10.7 million shares of common stock. The fair market value of the shares issued of $0.3 million exceeded the net carrying value of the convertible notes by $0.1 million and a loss on extinguishment was recorded.
Embedded features
The analysis utilized in calculating the embedded derivative at September 30, 2018 and March 31, 2018 was calculated using the following key inputs:
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September 30, 2018
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March 31, 2018
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Stock price
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$0.017
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$0.06
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Contractual term
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0.27 years
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0.1 - 1.0 years
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Volatility
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400%
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300%
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Risk-free rate
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1%
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1%
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The fair value estimate of the embedded derivative is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the six months ended September 30, 2018, is as follows:
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Balance at
March 31, 2018
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Conversion
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Net unrealized
(gain)/loss
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Balance at
September 30, 2018
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$ 156,000
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$ (65,000)
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$ 4,000
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$ 95,000
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Technical default
The remaining note which was due in July 2018 is in technical default, although the obligation has not been called by the lender.
NOTE 7 - CAPITAL STOCK
Issuance of shares for consulting services.
During the six months ended September 30, 2018 the Company issued approximately 0.4 million shares with a fair value of approximately $10,000 as compensation for services performed, and issued approximately 8.6 million shares to Directors of the company in lieu of $70,000 of unpaid fees.
NOTE 8 - SUBSEQUENT EVENTS
The Company issued a convertible loan note to a related party for $115,000. The loan matures in 6 months, and earns interest at 24% before maturity and 29% thereafter, with conversion terms substantially similar to those already existing
A holder of convertible debentures converted approximately $0.4 million of principal and interest into approximately 3.4 million shares of common stock.
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