GB SCIENCES INC

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.

material agreement

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).

asset acquisition disposition

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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).

debt financing

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

material agreement termination

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.

capital raising announcement

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.

capital raising announcement

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.

material agreement

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.

capital raising announcement

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.

material agreement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

On March 13, 2014 the company agreed to buy cannabis-production assets (a provisional patent application, trade secrets, equipment, trademarks and more) from Craig Ellins for 12,500,000 restricted shares, 4,500,000 issued now and the rest on milestones. The 4,500,000 shares gave Ellins about 84% of the voting capital (per the filing) and he became CEO and Chairman; Steven Weldon stepped down as CEO but stays CFO. This is a change of control and a move away from oil and gas into cannabis; the earlier controllers, Weldon and Screaming Reach, held 52% beforehand.

business combination

On August 17, 2010 the company sold a $29,412 convertible note for $25,000 (15% discount), due August 17, 2011, converting at $0.10 with a 5-year warrant for 294,120 shares at $0.15. Under anti-dilution clauses in earlier notes and warrants, their conversion price drops to $0.10 (down from $0.35 and $0.65), and the number of shares issuable on the earlier warrants rises so the total exercise price stays the same, meaning materially more dilution for existing shareholders.

capital raising announcement

On February 10, 2010 the company sold two more convertible notes totalling $352,942, receiving $300,000 after a 15% original issue discount. The notes pay 10%, are due February 10, 2011 and convert at $0.65 per share; each holder also got a 5-year warrant for 207,493 shares at $0.75. This repeats the December 2009 financing structure at a higher conversion price ($0.65 versus $0.35), and conversion or warrant exercise would dilute shareholders.

capital raising announcement

On December 7, 2009 the company issued two convertible notes totalling $352,942, receiving $300,000 after a 15% original issue discount. The notes pay 10% interest, are due December 7, 2010, and convert at $0.35 per share. Each holder also got a 5-year warrant for 504,203 shares at $0.50. This is a larger raise than the earlier small notes at a higher conversion price, and conversion or warrant exercise would dilute shareholders.

capital raising announcement

The company said investors should no longer rely on its fiscal 2009 and first-quarter fiscal 2010 financial statements. A change to certain shareholder loans, effective March 4, 2009, added a conversion feature and means recording a $202,500 loss, which raises accumulated deficit and paid-in capital by the same amount. The obligation at March 31, 2009 did not change, and the company plans to amend its reports from April 1, 2008.

financial restatement

On August 17, 2009 the company bought a 5% working interest in the Nettie Rhodes Lease Prospect in Young County, Texas for $5,000, and an oil and gas lease for $36,000, paid with two $18,000 10% convertible notes due November 20, 2009. As first filed, conversion was at the lesser of $0.01 or 50% of recent low trading prices. It also gave consultant Dwain Brannon, a minority shareholder, an option on up to 4,000,000 shares at 50% of recent bid prices, which could dilute shareholders. The conversion terms were later corrected.

capital raising announcement

On August 3, 2009 the company got an option to buy up to a 50% working interest in oil and gas activity on 2,087 acres known as Medicine River Ranch and Oil Company, LLC in Kansas. It paid 25,000 restricted shares and owes 75,000 more if a definitive agreement is completed. It is only an option, with no obligation on the other side to grant participation, and it is the company's first oil and gas position after its 2008 pivot.

capital raising announcement

The company agreed on February 29, 2008 to end the Fit-Well joint venture from May 2006, which had been its primary line of business. The filing says it could not generate income or raise capital from it, and the company will now pursue energy-related business opportunities. This closes the medical thread and begins a shift toward oil and gas, so far only a stated intention.

material agreement termination

Now named Diabetic Treatment Centers of America, the company signed a joint venture on May 12, 2006 to manage and develop Personal Performance Medical Corporation (Fit-Well), a Utah prosthetics and orthotics business. The company gets 75% and Fit-Well 25%, with the company contributing 5,000,000 of its shares. It also agreed to give Scott Allen 5,000,000 restricted shares for business development help, so shareholders face dilution.

material agreement