Each one in plain English, with the numbers worked through for a shareholder.
15 Oct 2024material agreement▲ GoodMajor
Effective September 26, 2024 the company gave EndoPure Life Sciences, LLC an exclusive license to its cannabinoid-based Parkinson's disease treatment for Brazil and South America. The company gets a 5% royalty on gross sales there, and EndoPure provides capital and expertise for first-in-human trials in the region. No upfront payment amount is stated, only 'other consideration'. Dr. Andrea Small-Howard now signs as CEO, and the address has moved to 205 W. Russell Road, Las Vegas.
On August 25, 2022 the company granted options to seven people, including officers and directors, who will help get the company's shares listed on NASDAQ. The options vest only when the up-listing takes effect, cover 13% of fully diluted shares at that date, and have an exercise price of 80% of the share value then. If the listing happens, this would dilute existing shareholders.
6 Jan 2022asset acquisition disposition● NeutralMajor
The filing says that on December 31, 2021 the closing conditions were met and the sale of membership interests that began in November 2019, as reported in 8-Ks filed December 4, 2019 and March 30, 2020, is now complete. Those earlier reports concern the sale of the Teco subsidiaries to AJE Management, so this appears to complete that sale. The filing itself does not name the buyer, the price, or the payment received (the buyer is an inference from the cited filings).
21 Dec 2020asset acquisition disposition▲ GoodMajor
On December 16, 2020 Wellcana paid the remaining $4,150,000, completing the sale of the company's 50.01% stake in GB Sciences Louisiana LLC for $4,900,000 in cash in total (with $750,000 paid earlier). That is lower than the $4,350,000 payment previously expected on top of the earlier amount, and the agreed price is $4,900,000. Of the $4,150,000, $3,006,015 went straight to Iliad, which ended the judgment settlement and resolved the defaulted note.
Iliad Research and Trading sued over the defaulted April 2019 note and won a Utah court judgment of $3,264,594.38 on July 14, 2020. In a settlement, the company agrees to pay Iliad $3,006,014.60 by December 8, 2020, and Wellcana, which owes the company $4,350,000, agrees to pay that amount directly to Iliad out of what it owes. This ties the debt default to the Louisiana sale proceeds.
The company disclosed a November 15, 2019 agreement to sell its 50.01% interest in GB Sciences Louisiana LLC to Wellcana Plus, LLC. Wellcana's $4,350,000 payment, due October 15, 2020, was pushed back to December 8, 2020 under a letter agreement. This is the Louisiana sale mentioned in the April 2020 note default filing, and it is now delayed.
The company did not pay its $2,765,000 8% convertible note (issued April 23, 2019) when it came due on April 22, 2020. The principal rose by 10%, the interest rate went to 15%, and the total owed at April 23, 2020 was $3,384,820. The company says it expects to repay the note from proceeds of notes receivable from selling its interests in the Baton Rouge, Louisiana and Las Vegas facilities (this is the company's stated expectation, not a completed payment).
On March 24, 2020 the company and its two Teco subsidiaries signed a purchase agreement with AJE Management, LLC to sell 100% of the Teco subsidiaries for up to $8,000,000 ($4,000,000 note to GB Sciences plus $4,000,000 cash). This replaces the November 2019 letter of intent, which covered 75% for $6,000,000. About $1,500,000 of the cash may be offset against debt owed to an AJE affiliate at AJE's discretion, and the cash may also be offset by amounts owed under the management agreement. Closing still needs Nevada regulator approval, and a moratorium on license transfers means the timing is unknown.
On November 27, 2019 the company signed a binding letter of intent with AJE Management, LLC: AJE would manage the Teco Avenue cannabis operations in Las Vegas, extend up to $500,000 of credit, and buy 75% of the Teco subsidiaries for $6,000,000 ($3,000,000 note to GB Sciences and $3,000,000 cash, with up to about $1,500,000 possibly offset against debt owed to an AJE affiliate). Closing needs Nevada regulator approval and definitive documents, and Nevada currently has a moratorium on license transfers, so timing is unknown. This would sell most of the facility the company financed in 2015.
17 Sept 2019security holder rights change● Neutral
The $0.10 warrant exercise price from June 2019, which was due to end July 11, 2019, is again honored and now runs until October 31, 2019. This extends the repricing and could bring in more shares.
On August 10, 2019 the company engaged Assurance Dimensions, Inc. as auditor after it acquired the SEC audit practice of Soles Heyn & Company. The prior auditor's reports for fiscal years ended March 31, 2019 and 2018 contained a going-concern warning, and there were no disagreements. Note the filing is signed 'Greenway Technologies, Inc.' and describes the company as a Nevada corporation, which looks like a drafting error and conflicts with earlier Delaware filings.
21 June 2019security holder rights change● Neutral
From June 17, 2019 the company let holders exercise its outstanding warrants at a reduced $0.10 per share, until July 11, 2019. This is another warrant repricing, continuing the earlier ones, and more shares would result if exercised.
The company issued 16,482,000 shares to fourteen buyers for $4,120,500 (about $0.25 a share, which is arithmetic from the filing's figures). The filing gives no purpose for the money, and the issue dilutes existing holders.
28 Feb 2018material agreement termination● NeutralMajor
On February 23, 2018 the company ended all agreements with Pacific Leaf, the lender and technology licensor since 2015. It paid $1,269,818.05 at signing and owes a further $1,500,000 and 1,600,000 restricted shares by July 31, 2018; no relationship remains afterwards. This should end the convertible note and royalty obligations, though the filing does not say how much note debt was outstanding.
On June 21, 2017 the company retained Soles, Heyn & Company, LLP as auditor because its previous auditor, Patrick D. Heyn, CPA, merged into that firm. There was no resignation or dismissal, so this is an administrative change.
The $0.20 warrant repricing announced January 31, 2017 was extended from 10 business days to run through February 28, 2017. Nothing else changed in this amendment.
31 Jan 2017capital raising announcement● NeutralMajor
Effective January 25, 2017 the company temporarily cut the exercise price on certain existing warrants to $0.20 per share, down from $0.50 and $0.60, and 7,086,000 shares were issued to four holders at that price (about $1.42 million, which is arithmetic from the filing's figures). This adds shares and cash, and follows the company's earlier warrant repricings.
Since its last quarterly report the company sold 7,097,000 units at $0.20 each to 21 buyers, raising $1,419,400. Each unit is one share plus a five-year warrant at $0.60, so existing holders are diluted. Ksenia Griswold now signs as CFO.
What it means for a shareholder
7.1m new shares at US$0.200 to raise about US$1.4m. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held US$1,000 of shares (5,000 at the issue price), your slice goes from 0.0087% to 0.00775% of the company. To keep it you'd need 618 more shares - about US$124 at the issue price.
Effective June 1, 2016, the company set new pay terms: John Poss is named CEO with a salary of at least $120,000, quarterly bonuses worth 125,000 shares and options on 1.4 million shares. Andrea Small-Howard swapped a 450,000-share award for warrants on 1.2 million shares at $0.30, and Craig Ellins's 5,000,000 warrants were repriced from $0.45 to $0.30. Outside directors get $25,000 a year plus $1,000 per meeting and options on 450,000 shares at $0.16; Ellins is now titled Chairman and Chief Innovation Officer.
On February 8, 2016 the Pacific Leaf note was restated at a face amount of $2,750,000, up from the original $1,750,000 loan. Pacific Leaf had advanced $1,781,872.40 so far, all still owed, with about $1,000,000 more available at Pacific Leaf's discretion. The conversion price drops to $0.25 per share (from $0.50), maturity is now May 26, 2020, and the royalty is restated at 9.1% to 18.2% of gross sales for ten years, which raises potential dilution. John Poss now signs as CFO.
This amends the July 21 auditor filing: Sullivan is now described as having 'withdrawn' rather than resigned, and Heyn is disclosed to have acted as concurring partner on the prior two audits. It also adds that on June 29, 2015 the company formed a wholly-owned Puerto Rico subsidiary, GB Sciences, LLC; the filing gives no further detail on it.
Effective July 15, 2015, auditor LJ Sullivan resigned and the company engaged Patrick Heyn, CPA for the year ending March 31, 2016. The filing says there were no disagreements, and Sullivan's reports for the years ended March 31, 2015 and 2014 carried a going-concern warning, continuing that earlier doubt.
15 June 2015capital raising announcement● NeutralMajor
On June 8, 2015 (agreement dated May 12) the company agreed a loan of up to $1,750,000 from Pacific Leaf Ventures, LP, paid in instalments ($100,000 at signing, then $600,000, $700,000 and $350,000 by July 9, Aug 9 and Sept 9, 2015). It is a 6% senior secured note due May 12, 2020, convertible at $0.50 per share, to fund a cannabis cultivation facility at 3550 West Teco Avenue run by majority-owned GB Sciences Nevada LLC. The company also took a license to Pacific Leaf's cultivation and extraction technology in return for royalties (14% of gross revenue for five years then 7% for years six to ten, plus $2.00 per extracted gram for five years), so this adds debt and possible new shares as it builds out the cannabis business.
On May 7, 2015 the company gave Growblox Sciences, Puerto Rico, LLC (GBSPR), capitalised mainly by Cesar Cordero-Kruger, exclusive worldwide rights to its chamber technology and IP, conditional on GBSPR raising at least $1,250,000 by September 30, 2015 (he has put in $300,000), otherwise the company may terminate. If completed, the company would own about 66% of GBSPR. After three years Cordero-Kruger can require the company to buy the remaining equity or arrange another liquidity event. The company keeps research rights and cultivation in Nevada and Colorado. The filing stresses no assurance the capital will be raised or the business will succeed.
The filing reports the units sold effective September 30, 2014 at $0.50: 9,937,720 shares plus 11,437,720 each of A warrants ($1.00, 3 years) and B warrants ($2.00, 5 years), registered for resale from February 12, 2015. To encourage exercise, the B warrant price was temporarily cut to $0.20, extended to May 15, 2015; 1,970,000 were exercised for $394,000. Cesar Cordero-Kruger bought 2,820,000 shares for $592,200 ($0.21 each), and Lazarus entities sold back warrants for 4,000,000 shares for $0.01 each. This cuts the effective price of B warrants by 90% and adds shares.
9 June 2014capital raising announcement● NeutralMajor
The company sold 10,000,000 units at $0.50 each to 57 people (each unit one share plus A and B warrants) and issued 1,500,000 shares to cancel $390,000 of debt. Shares outstanding reach 23,331,932, and the address is now Las Vegas, Nevada. At the stated price the unit sale is about $5 million (calculated), a large increase in shares and potential warrant dilution.
Since May 5, 2014 the company issued 1,755,612 shares to three entities to cancel $459,970 of debt, bringing shares outstanding to 16,305,652. Debt falls, but existing holders are diluted.
2 May 2014capital raising announcement● NeutralMajor
The company now files as GrowBlox Sciences, Inc. (formerly Signature Exploration and Production Corp.). Following the Ellins agreement, he received a further four million shares on May 1, 2014 after the company raised at least $1,000,000. Shares outstanding are 13,705,598 as of May 2, 2014.
Since March 25, 2014 the company issued 438,681 shares to five people in exchange for cancelling $114,017.08 of debt, leaving 5,988,791 shares outstanding. This reduces debt but adds shares for existing holders.
