Each one in plain English, with the numbers worked through for a shareholder.
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.
GB SCIENCES INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
