Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Jul. 15, 2019 | Sep. 30, 2018 | |
Text Block [Abstract] | |||
Registrant Name | GB SCIENCES INC | ||
Registrant CIK | 0001165320 | ||
SEC Form | 10-K | ||
Period End date | Mar. 31, 2019 | ||
Fiscal Year End | --03-31 | ||
Tax Identification Number (TIN) | 59-3733133 | ||
Number of common stock shares outstanding | 246,252,769 | ||
Public Float | $ 71,000,000 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State or Country Code | NV | ||
File Number | 000-55462 | ||
Entity Address, Address Line One | 3550 W. Teco Avenue | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89118 | ||
City Area Code | 866 | ||
Local Phone Number | 721-0297 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 227,758 | $ 3,579,700 |
Accounts receivable, net of allowance for doubtful accounts of $66,748 and $74,706 at March 31, 2019 and March 31, 2018, respectively | 488,329 | 667,073 |
Inventory | 2,136,506 | 1,049,372 |
Prepaid expenses | 614,178 | 1,956,734 |
TOTAL CURRENT ASSETS | 3,466,771 | 7,252,879 |
Property and Equipment, Net | 23,504,702 | 13,759,157 |
Intangible assets, net of accumulated amortization of $3,745 and $4,140 at March 31, 2019 and March 31, 2018, respectively | 1,818,802 | 1,404,366 |
Deposits and Prepayments | 1,224,265 | 1,464,457 |
Other Assets | 8,762 | 168,895 |
TOTAL ASSETS | 30,023,302 | 24,049,754 |
CURRENT LIABILITIES: | ||
Accounts Payable | 3,070,756 | 371,925 |
Accrued Interest | 142,112 | 175,878 |
Accrued Liabilities | 463,356 | 316,090 |
Notes payable, net of unamortized discount of $799,410 and $5.0 million at March 31, 2019 and March 31, 2018, respectively | 2,529,811 | 1,056,301 |
Income tax payable | 506,145 | 0 |
TOTAL CURRENT LIABILITIES | 6,712,180 | 1,920,194 |
Note payable, net of unamortized discount of $13,929 and $73,052 at March 31, 2019 and March 31, 2018, respectively | 161,072 | 355,233 |
Capital Lease Obligations | 5,994,051 | 6,142,606 |
TOTAL LIABILITIES | 12,867,303 | 8,418,033 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, $0.0001 par value, 400,000,000 and 250,000,000 shares authorized, 240,627,102 and 168,616,855 shares issued and outstanding at March 31, 2019 and March 31, 2018, respectively | 24,063 | 16,862 |
Additional Paid In Capital | 93,020,015 | 70,961,104 |
Accumulated Deficit | (84,743,836) | (58,229,235) |
TOTAL GB SCIENCES,INC.STOCKHOLDERS' EQUITY | 8,300,242 | 12,748,731 |
Non-controlling interest | 8,855,757 | 2,882,990 |
TOTAL EQUITY | 17,155,999 | 15,631,721 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,023,302 | $ 24,049,754 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Text Block [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 240,627,102 | 168,616,855 |
Common Stock, Shares, Outstanding | 240,627,102 | 168,616,855 |
Allowance for doubtful accounts | $ 66,748 | $ 74,706 |
Accumulated amortization | 3,745 | 4,140 |
Unamortized discount current | 799,410 | 5,000,000 |
Unamortized discount noncurrent | $ 13,929 | $ 73,052 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
SALES REVENUE | $ 3,454,552 | $ 2,510,364 |
COST OF GOODS SOLD | (3,246,097) | (782,727) |
GROSS PROFIT | 208,455 | 1,727,637 |
GENERAL AND ADMINISTRATIVE EXPENSES | 15,802,783 | 19,552,288 |
LOSS FROM OPERATIONS | (15,594,328) | (17,824,651) |
OTHER INCOME (EXPENSE) | ||
Interest Expense | (5,191,259) | (5,176,361) |
Other expense | (3,368,555) | (158,213) |
Total other expense | (8,559,814) | (5,334,574) |
NET LOSS BEFORE INCOME TAX EXPENSE | (24,154,142) | (23,159,225) |
Income tax expense | (526,145) | 0 |
NET LOSS | (24,680,287) | (23,159,225) |
Net loss attributable to non-controlling interest | (1,027,122) | (185,035) |
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC. | (23,653,165) | (22,974,190) |
Net loss attributable to common stockholders | $ (26,514,601) | $ (22,974,190) |
Net loss per share - basic and diluted | $ (0.13) | $ (0.17) |
Weighted average common shares outstanding - basic and diluted | 209,537,769 | 132,934,141 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY/DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Stockholders Equity, Beginning balance at Mar. 31, 2017 | $ 12,441 | $ 43,569,864 | $ (35,255,045) | $ 77,421 | $ 8,404,681 |
Shares, Outstanding Beginning balance at Mar. 31, 2017 | 124,406,818 | ||||
Issuance of stock for debt conversion, value | $ 1,523 | 3,804,711 | 3,806,234 | ||
Issuance of stock for debt conversion, shares | 15,231,828 | ||||
Exercise of warrants for stock, value | $ 417 | 3,783 | 4,200 | ||
Exercise of warrants for stock, shares | 4,168,940 | ||||
Issuance of stock for services, value | $ 192 | 667,386 | 667,578 | ||
Issuance of stock for services, shares | 1,928,845 | ||||
Share based compensation expense | 1,821,294 | 1,821,294 | |||
Issuance of stock for cash, net of issuance costs, value | $ 1,800 | 7,198,200 | 7,200,000 | ||
Issuance of stock for cash, net of issuance costs, shares | 18,000,000 | ||||
Beneficial conversion feature on notes payable | 8,120,988 | 8,120,988 | |||
Contributions from non-controlling interest | 3,120,000 | 3,120,000 | |||
Deconsolidation of GB Sciences Puerto Rico, LLC | (129,396) | (129,396) | |||
Stock issued to settle Pacific Leaf royalty agreement, value | $ 160 | 1,039,840 | 1,040,000 | ||
Stock issued to settle Pacific Leaf royalty agreement, share | 1,600,000 | ||||
Stock issued to employees, value | $ 20 | 33,466 | 33,486 | ||
Stock issued to employees, shares | 195,140 | ||||
Compensation Warrants, value | $ 309 | 4,701,572 | 4,701,881 | ||
Compensation Warrants, shares | 3,085,284 | ||||
Net Loss | (22,974,190) | (22,974,190) | |||
Loss attributable to non-controlling interest | (185,035) | (185,035) | |||
Stockholders Equity, Ending balance at Mar. 31, 2018 | $ 16,862 | 70,961,104 | (58,229,235) | 2,882,990 | 15,631,721 |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 168,616,855 | ||||
Issuance of stock for debt conversion, value | $ 1,856 | 4,639,115 | 4,640,971 | ||
Issuance of stock for debt conversion, shares | 18,563,885 | ||||
Exercise of warrants for stock, value | $ 1,266 | 3,919,454 | 3,920,720 | ||
Exercise of warrants for stock, shares | 12,657,875 | ||||
Issuance of stock for services, value | $ 403 | 1,253,960 | 1,254,363 | ||
Issuance of stock for services, shares | 4,032,407 | ||||
Share based compensation expense | 1,966,388 | 1,966,388 | |||
Issuance of stock for cash, net of issuance costs, value | $ 3,616 | 6,518,509 | 6,522,125 | ||
Issuance of stock for cash, net of issuance costs, shares | 36,156,080 | ||||
Beneficial conversion feature on notes payable | 176,471 | 176,471 | |||
Contributions from non-controlling interest | 6,999,889 | 6,999,889 | |||
Stock issued to settle Pacific Leaf royalty agreement, value | $ 60 | 130,940 | 131,000 | ||
Stock issued to settle Pacific Leaf royalty agreement, share | 600,000 | ||||
Compensation Warrants, value | 592,638 | 592,638 | |||
Compensation Warrants, shares | |||||
Induced Dividend from warrant exercises | 2,861,436 | (2,861,436) | |||
Net Loss | (23,653,165) | (23,653,165) | |||
Loss attributable to non-controlling interest | (1,027,122) | (1,027,122) | |||
Stockholders Equity, Ending balance at Mar. 31, 2019 | $ 24,063 | $ 93,020,015 | $ (84,743,836) | $ 8,855,757 | $ 17,155,999 |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 240,627,102 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (24,680,287) | $ (23,159,225) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 622,968 | 804,788 |
Stock-based compensation | 3,813,390 | 7,224,239 |
Bad debt expense | 5,849 | 74,706 |
Amortization of debt discount and beneficial conversion feature | 793,820 | 1,620,709 |
Interest expense on conversion of notes payable | 3,464,187 | 2,647,445 |
Stock issued for settlement of Pacific Leaf royalty agreement | 2,140,925 | (1,269,818) |
Loss on disposition of THC LLC Note | 113,623 | 0 |
Loss/(gain) on sale of assets | 16,169 | (357,968) |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 172,895 | (741,779) |
Prepaid expenses and other assets | 812,557 | (260,356) |
Inventory | (749,451) | (960,335) |
Accounts payable | 2,698,831 | 975,591 |
Accrued expenses | 1,028,503 | 1,154,009 |
Income taxes payable | 506,145 | 0 |
Net cash used in operating activities | (9,239,876) | (12,247,994) |
INVESTING ACTIVITIES: | ||
Cash deconsolidated-GB Sciences Puerto Rico ,LLC | 0 | (19,417) |
Payments on capital lease obligations | (780,812) | (740,680) |
Purchase of property and equipment | (10,583,349) | (3,429,751) |
Change in deposits and other assets | (266,750) | (1,213,671) |
Net cash used in investing activities | (11,630,911) | (5,403,519) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants | 10,442,845 | 7,200,000 |
Proceeds from issuance of debt | 300,000 | 0 |
Proceeds from non-controlling interest | 6,999,889 | 3,120,000 |
Proceeds from convertible notes payable | 1,500,000 | 8,235,500 |
Repayment of promissory notes | (723,889) | (21,440) |
Payments made to settle Pacific Leaf Royalty Agreement | (1,000,000) | 0 |
Other financing activities | 0 | 4,200 |
Net cash provided by financing activities | 17,518,845 | 18,538,260 |
Net change in cash and cash equivalent | (3,351,942) | 886,747 |
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD | 3,579,700 | 2,692,953 |
CASH AND CASH EQUIVALENT AT END OF PERIOD | 227,758 | 3,579,700 |
Non-cash transactions: | ||
Stock issued to upon conversion of long-term note payable | 4,640,971 | 3,806,234 |
Stock issued to settle Pacific Leaf Royalty Agreement | 131,000 | 1,040,000 |
Capital lease obligation | 0 | 2,525,000 |
Induced dividend from warrant exercises | $ 2,861,436 | $ 0 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 1 - Background and Basis of Presentation | Note 1 - Background and Basis of Presentation Background GB Sciences, Inc. (“We,” or “the Company”) seeks to be an innovative technology and solution company that converts the cannabis plant into medicines, therapies and treatments for a variety of ailments. The Company is developing and utilizing state of the art technologies in plant biology, cultivation and extraction techniques, combined with biotechnology, and plans to produce consistent and measurable medical-grade cannabis, cannabis concentrates and cannabinoid therapies. We seek to become a trusted producer of consistent and efficacious medicinal strains and products, combining both cannabinoids and terpenes, which we intend to market in those states within the United States and in other countries where the sale of medical cannabis products are permitted. In addition, subject to obtaining Food and Drug Administrative (FDA) certification, we intend to market our cannabinoid-based drug discoveries on a world-wide basis. We were incorporated in the State of Delaware on April 4, 2001, under the name “Flagstick Venture, Inc.” On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing our then name “Signature Exploration and Production Corp.” as our business model had changed. On March 13, 2014, we entered into a definitive assets purchase agreement for the acquisition of assets, including the Growblox™ cultivation technology which resulted in a change in our corporate name on April 4, 2014, from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval as reported in the Form 8-K filed on October 14, 2016. Pursuant to the amendment the Company’s name was changed from Growblox Sciences, Inc. to GB Sciences, Inc. Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from 250,000,000 to 400,000,000. Recent Developments On October 4, 2016, we acquired a 60% interest in a Nevada Medical Marijuana Production License with an option to own up to 80%. A production license enables us to convert cannabis plants into to oils and extracts that are suitable for creating medical compounds as well as consumer products. This license is critical and essential to our plan of producing cannabis-based medicines and must be integrated into our cultivation facility to ensure quality control standards and efficiency in our production of cannabis medicines. On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. On February 21, 2018, the Company received its recreational production license and began full production operations in its Las Vegas facility. On November 1, 2017, the Company entered into an Edibles Production Agreement (the “EPA”) with The Happy Confections, L.L.C. (“THCLLC”) through the Company’s wholly owned subsidiary, GB Sciences Las Vegas, LLC (“GBSLV”). Dr. Andrea Small-Howard, a member of GB Science’s Board of Directors, is a Co-Managing Member of THCLLC. Under the EPA, THCLLC is to produce cannabis-infused baked goods and other edibles in GBSLV’s production facility upon approval of GBSLV’s Nevada Medical Marijuana Production License. The Company will receive a royalty of between 20% and 25% on all sales of edibles produced by THCLLC. Contemporaneously with the EPA, the Company entered into a Non-Revolving Credit Line Agreement and Non-Revolving Credit Line Promissory Note (together, the “THC Note” or “Note”) to advance up to $300,000 to THCLLC for the purpose of expanding THCLLC’s operations. The Note bears interest at a rate of 1.29% per annum. Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. As of March 31, 2019, the Company has advanced $253,034 under the THC Note. On October 15, 2018, the Company gave notice to The Happy Confections, LLC (“THC LLC”) that Company would not provide any additional financing beyond the $300,000 Credit Line granted under the Non-Revolving Credit Line Agreement dated November 1, 2017. In this notice, the Company requested that THC LLC seek to find additional sources of financing to be able to fund the manufacture of edibles. The Company further notified THC LLC that the Company would terminate the Edibles Production Agreement and all other related agreements with THC LLC if it was unable to acquire additional funding by October 22, 2018. On October 19, 2018, the Company received a response from THC LLC that it was unable to acquire additional funding. Accordingly, the Company has terminated all of its agreements with THCLLC effective October 19, 2018 and took possession of all tangible assets owned by THCLLC on October 22, 2018, as collateral for the balance owed under the Note. These assets include kitchen and production machinery and equipment, leasehold improvements, and inventory that is used in the Company’s production operations at the Teco Facility. The historical cost of the machinery and equipment received was $139,411 and the Company has capitalized that amount in fixed assets as of March 31, 2019. All of the machinery and equipment received from THC LLC was placed in service for use in the Company’s production facility in December 2018. The Company also recorded $113,623 as other expense in its Consolidated Statement of Operations for the year ended March 31, 2019, which represents the remaining balance of the outstanding note receivable from THC LLC. On September 18, 2017 GB Sciences finalized its agreement with Louisiana State University (“LSU”) AgCenter to be the sole operator of the LSU’s medical marijuana program. The LSU Board of Supervisors entered into a five-year agreement—that has an option to renew for two additional five-year terms—with GB Sciences. The contract includes the Company’s commitment to make a minimum financial contribution to the LSU AgCenter in the amount of $3.4 million, or a 10% commission of gross receipts, in addition to annual research investments of $500,000 to the LSU AgCenter. The monetary contributions would be used to conduct research on plant varieties, compounds, extraction techniques and delivery methods that could generate additional revenue through discoveries that are subject to intellectual property rights, which AgCenter would retain 50% of those rights. As of March 31, 2019, GB Sciences has made payments totaling $1,500,000 toward its obligations under the agreement. On September 21, 2018, the Company formed a wholly owned subsidiary, GBS Global Biopharma, Inc., in the province of Ontario, Canada with plans to license and/or transfer some of Growblox Life Sciences LLC’s intellectual property to the newly formed entity. On March 15, 2019, the Company entered into the Asset Purchase Agreement with GBS Global Biopharma, Inc., whereby all of the assets and certain liabilities held by Growblox Life Sciences, LLC, a wholly-owned subsidiary of GB Sciences, Inc., were transferred to GBS Global Biopharma, Inc. in exchange for a promissory note in the amount of $1,435,700. The assets transferred include all intellectual property and intangible assets owned by the Company, consisting primarily of patents in process and research contracts with universities and researchers. It is anticipated that GBS Global Biopharma Inc. will pursue clinical development of the intellectual property, including clinical trials. On January 31, 2018 the Company entered into a Contract Farming Agreement with Colorado Hemp Project Limited (“CHP”) for the development and cultivation of boutique help genetics and new strains of hemp which will provide the key ingredient in proprietary CBD formulations. Per the terms of the agreement, the Company leased 8 acres of land on which CHP planted 2000 seeds per acre. CHP is responsible for providing genetics, land, water, planting, cultivation, any soil amendments needed, harvest, drying and stripping into whole plant composite for extraction, if desired. In return, GB Sciences is obligated to pay for all production expenses and delivery or shipping for the total of $16,750 per acre of land farmed. On March 15, 2018, the Company leased additional 5 acres of land from CHP under the same terms as those included in the original agreement. Intellectual Property Our intellectual property includes: Four USPTO & WIPO Patent Applications Title: CANNABINOID-CONTAINING COMPLEX MIXTURES FOR THE TREATMENT OF NEURODEGENERATIVE DISEASES U.S. Patent Application No. 15/729,565; WIPO Application number: PCT/US17/SS989 Filed: October 10, 2017; Inventors: Andrea Small-Howard et al. Claims benefit of U.S. Patent Application No. 62/406,764 filed October 11, 2016 Title: CANNABINOID-CONTAINING COMPLEX MIXTURES FOR THE TREATMENT OF MAST CELL-ASSOCIATED OR BASOPHIL-MEDIATED INFLAMMATORY DISORDERS U.S. Patent Application No.15/885,620; WIPO Application number: PCT/US18/016296 Filed: January 31, 2018; Inventors: Andrea Small-Howard, et al. Claims benefit of U.S. Patent Application No. 62/453,161 filed February 1, 2017 Title: MYRCENE-CONTAINING COMPLEX MIXTURES TARGETING TRPV1 U.S. Patent Application No. 15/986,316; WIPO Patent Application No. PCT/US2018/033956 Filed: May 22, 2018; Inventors: Andrea Small-Howard, et al. Claims benefit of U.S. Patent Application No. 62/509,546 filed May 22, 2017 Title: TRPV1 ACTIVATION-MODULATING COMPLEX MIXTURES OF CANNABINOIDS AND/OR TERPENES U.S. Patent Application No.: 16/420,004; WIPO Patent Application No.: PCT/US2019/033618 Filed: May 22, 2019; Inventors: Andrea Small-Howard, et al. Claims benefit of U.S. Patent Application No. 62/674,843 filed May 22, 2018 Two Provisional USPTO Patent Applications Title: DIVERSE TRPV1 RESPONSES TO CANNABINOIDS U.S. Patent Application No.: 62/849,719 Filed: May 17, 2019; Inventors: Andrea Small-Howard, et al. Title: THERAPEUTIC NANOPARTICLES ENCAPSULATING MYRCENE U.S. Patent Application No.: 62/757,660 Filed: November 8, 2018; Inventors: Andrea Small-Howard, et al. Three Licensed Patents for Intellectual Property Portfolio Title: METHODS AND COMPOSITIONS FOR PREVENTION AND TREATMENT OF CARDIAC HYPERTROPHY. Inventor: Alexander Stokes; Assignee: University of Hawai’i Commercialization rights licensed to Makai Biotech, LLC Sublicensed by Makai Biotech, LLC to GBS Global Biosciences, Inc. Status: Granted in the following territories on the corresponding dates U.S. Patent Number: 9,084,786; Issued: July 21, 2015 European Union Patent Number: 2,635,281; Granted: March 14, 2018 Hong Kong Patent Application Number: 14102182.8; Granted: March 14, 2018 IN Patent Application Number: 1404/KOLNP/2013; Continuation Application Serial No.: 16/181204 Title METHOD FOR PRODUCING A PHARMACEUTICAL COMPOSITION OF POLYMERIC NANOPARTICLES FOR TREATING NEUROPATHIC PAIN CAUSED BY PERIPHERAL NERVE COMPRESSION Inventors: Martin Banderas, Lucia; Fernandez Arevala, Mercedes; Berrocoso, Dominguez, Esther; and Mico Segura, Juan Antonio Assignees: Universidad de Sevilla, Universidad de Cadiz, and Centro de Investigacion Biomedica En Red (CIBER) Exclusive worldwide license held by GBS Global Biopharma, Inc. WIPO/PCT Application: WO 2016/128591 Filed: August 18, 2016 Claims benefit of Spanish Patent Application no. ES 2582287 Filed: September 2, 2015 U.S. Patent Application 15/549,653 Europe Patent Application EP3257503 Canada Patent Application CA2976040 INGESTIBLE FILMS HAVING SUBSTANCES FROM HEMP OR CANNABIS USPTO Patent Number: 10, 265,362; Issued: April 23, 2019; Inventor: Scott Schaneville Non-exclusive worldwide license held by GBS Global Biopharma, Inc. through GB Sciences, Inc. Three Additional Near-Term Patent Applications: GBS Global has data sets for three new provisional patent applications to be filed in Q3 and Q4 of 2019, as follows: Title: POLY-PHARMACEUTICAL MIXTURES FOR CHRONIC PAIN BASED ON CLASSIFICATIONS OF CANNABINOIDS AND TERPENOIDS INTO COMPLEMENTS OR COMPETITORS BASED ON THEIR BINDING-SITES ON PAIN-SENSING RECEPTORS Filing Date: July 1, 2019 (anticipated); Inventors: Andrea Small-Howard, et al. Title: METHOD FOR PRODUCING A PHARMACEUTICAL COMPOSITION OF POLYMERIC NANOPARTICLES CONTAINING COMPLEX MIXTURES OF CANNABINOIDS AND TERPENOIDS FOR TREATING NEUROPATHIC PAIN CAUSED BY PERIPHERAL NERVE COMPRESSION Filing Date: August 1, 2019 (anticipated); Inventors: Andrea Small-Howard, et al. Title: CANNABINOID-CONTAINING COMPLEX MIXTURES FOR THE TREATMENT OF HIV-ASSOCIATED NEURODEGENERATIVE DISORDERS (HAND) Filing Date: December 1, 2019 (anticipated); Inventors: Andrea Small-Howard, et al. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 2 - Going Concern | Note 2 - Going Concern The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception. For the years ended March 31, 2019 and 2018, the Company sustained net losses of approximately $23.7 million and $23.0 million respectively and had an accumulated deficit of approximately $84.7 million and $58.2 million respectively. As of March 31, 2019, the Company had a working capital deficit of $3.2 million. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals. In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern. |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | Note 3 - Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Certain reclassifications have been made to the comparative year amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Indefinite-Lived Intangible Assets Our indefinite-lived intangible assets primarily represent the value of our patents pending. Upon issuance of the patents, the indefinite-lived intangible assets will have finite lives. We amortize our finite-lived intangible assets over their estimated useful lives using the straight-line method, and we periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. No indicators of impairment were identified by the Company as of March 31, 2019. Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options “Application of Issue No. 98-5 to Certain Convertible Instruments” Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Other Assets Other assets primarily include employee advances. Revenue Recognition The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. Research and Development Costs Research and development costs are expensed as incurred. Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB-issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. Loss per Share. Net loss attributable to common stockholders for the year ended March 31, 2019 includes and adjustment for a deemed dividend from induced warrant exercises. The following table sets forth the computation of basic and diluted EPS: For the Year Ended March 31, 2019 Income Shares Per-Share Net loss attributable to GB Sciences, Inc. $ (23,653,165) Less: Inducement dividend from warrant exercises (2,861,436) Basic and Diluted EPS Net loss attributable to common stockholders $ (26,514,601) 209,537,769 $ (0.13) Recent Accounting Pronouncements Standards Effective in Future Years In February 2016, the FASB issued ASU 2016-02, Leases The Company reviewed the terms of its existing lease and has recorded a right of asset and related lease liability of approximately $213,000 upon adoption. In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company as of April 1, 2019. The Company determined that all share-based payments were settled as of the date of the adoption, so there was no impact on the Company's financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. Recently Adopted Standards The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. |
Note 4 - Capital Lease
Note 4 - Capital Lease | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 4 - Capital Lease | Note 4 – Capital Lease In July, 2016, an entity associated with Pacific Leaf Partners, LLC completed the purchase of the building housing the Company’s cultivation facility at 3550 W. Teco Ave., Las Vegas, NV. In connection with the purchase, the Company entered into the Amended Lease Agreement for an initial term of ten and a half years with one option to extend the lease for five years, or until December 31, 2030. The monthly rent payments per the Amended Lease Agreement were $40,000 through December 31, 2017. Commencing January 1, 2018, the monthly rent payments increased by 3% and will increase by 3% per annum through the expiration of the lease. The Company analyzed the transaction in accordance with the applicable accounting guidance determining that the aggregate amount of $3.9 million met the requirements for capitalization. The building has been capitalized and is included in property and equipment, net balance, with related obligations included as part of current and non-current liabilities. The obligation recorded is based upon the present value of the future minimum lease payment discounted at 11.6% interest rate. On August 4, 2017, the Company entered into a Lease Agreement for the building located at 18350 Petroleum Drive in Baton Rouge, Louisiana, which will be used for the Company’s medical marijuana operations in the State of Louisiana. The Lease is for an initial term of five years beginning on July 1, 2018, with two options to extend the lease for five years, or until June 30, 2032. The monthly rent payments per the Lease Agreement are $25,588 through June 30, 2022. If the Company chooses to exercise its first option to extend the Lease term, the monthly rent payments will increase to $28,147 per month for the period from July 1, 2022 through June 30, 2027. If the Company chooses to exercise its second option to extend the Lease term, the monthly rent payments will increase to $30,966 per month for the period from July 1, 2027 through June 30, 2032.The Company analyzed the transaction in accordance with the applicable accounting guidance determining that the aggregate amount of $2.5 million met the requirements for capitalization. The building has been capitalized and is included in property and equipment, net balance, with related obligations included as part of current and non-current liabilities. The obligation recorded is based upon the present value of the future minimum lease payment discounted at a 10.3% interest rate. Amortization of assets under capital leases is included in depreciation expense. The future minimum lease payments required under the capital leases and the net present value of the minimum lease payments as of March 31, 2019, are as follows: Year Ending March 31, Total 2020 777,671 2021 835,499 2022 851,352 2023 890,712 2024 915,208 Thereafter 7,331,562 Total minimum lease payments 11,602,004 Less: Amount representing interest (5,465,943) Present value of minimum lease payments 6,136,061 Less: Current maturities of capital lease obligations (142,010) Long-term capital lease obligations 5,994,051 |
Note 5 - Notes Payable
Note 5 - Notes Payable | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 5 - Notes Payable | Note 5 – Notes Payable February 2018 Agreement On February 23, 2018, the Company entered into the Agreement with Pacific Leaf (“February 2018 Agreement”) whereby all rights and obligations between the parties pursuant to all prior agreements would terminate. Under the terms of the February 2018 Agreement, the Company paid Pacific Leaf $1,269,818 upon the signing of the agreement and was to pay Pacific Leaf an additional $1,500,000 on or before July 31, 2018. The Company would also issue Pacific Leaf 1,600,000 shares of restricted common stock on or before July 31, 2018. Thereafter, no business relationship would exist between the parties and no royalties would be owed. If the Company were unable to make the $1.5 million payment to Pacific Leaf on or before July 31, 2018, the Royalty Agreement and all other agreements that would have been terminated under the terms of the February 2018 Agreement would have continued in full force and effect, and 75% of all payments made under the February 2018 Agreement would have been credited toward royalties owed under the Royalty Agreement. In connection with the February 2018 Agreement, the Company recorded royalty expense of $269,818 in fiscal year 2018 for accrued royalties paid, $250,000 in other expense which represents 25% of the $1 million payment made on February 26, 2018, and $750,000 in prepaid expenses which represents the 75% portion of the $1 million payment which would have been credited toward future royalties in the event the $1.5 million payment were not made on or before July 31, 2018. The market value of the 1.6 million shares issued relating to the February 2018 Agreement was $1,040,000, valued as of the date of the agreement. The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. The Company recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which would have been credited toward future royalties in the event that the final $1.5 million payment were not made on or before July 31, 2018. All amounts related to the February 2018 Agreement recorded in the Company’s Consolidated Balance Sheet and Statement of Operations for the year ended March 31, 2018, are summarized below: Year Ended As of March 31, 2018 Pacific Leaf Ventures LP Royalty Other Prepaid Total Payment made on February 26, 2018 $ 269,818 $ 250,000 $ 750,000 $ 1,269,818 1,600,000 shares common stock issued in connection with the February 2018 Agreement - 260,000 780,000 1,040,000 Total recorded in Fiscal Year 2018 related to the February 2018 Agreement $ 269,818 $ 510,000 $ 1,530,000 $ 2,309,818 July 2018 Amendment and Termination Agreement On July 28, 2018, the Company entered into the Amendment and Termination Agreement (“Amendment and Termination Agreement”) with Pacific Leaf. Pursuant to that agreement, the Pacific Leaf Royalty Agreement and all other agreements with Pacific Leaf were terminated in their entirety, and the Company would make payments totaling $1 million of the $1.5 million balance due to Pacific Leaf by August 31, 2018. Because the Amendment and Termination Agreement irrevocably terminated the Pacific Leaf Royalty Agreement, the Company recorded an expense of $1,530,000 in the quarter ended September 30, 2018 related to the prepaid royalties previously recorded on the Consolidated Balance Sheet in connection with the February 2018 Agreement. The expense is included in the Other Expense caption of the Company’s Consolidated Statement of Operations for the year ended March 31, 2019. Contemporaneously with the Amendment and Termination Agreement, the Company issued a Promissory Note (“Promissory Note”) for the remaining $0.5 million due to Pacific Leaf. The Promissory Note accrued interest at a rate of 6% per annum and matured on November 30, 2018. In consideration for deferring the payment of the amounts due to Pacific Leaf, the Company issued 100,000 shares of its common stock to Pacific Leaf on July 31, 2018 having a fair market value of $36,000. The Company made cash payments totaling $1.0 million to Pacific Leaf in August 2018 related to the Amendment and Termination Agreement. Both the $36,000 fair value of shares issued to Pacific Leaf and the $1,000,000 in cash payments made to Pacific Leaf in August 2018 are recorded in the Company’s Consolidated Statement of Operations for the year March 31, 2019, under the other expense caption. On December 21, 2018, the company made a $100,000 payment on the promissory note. The payment was applied to interest accrued to date of $12,164 and the remaining $87,836 was applied to the principal balance of the Note. On December 21, 2018, the Company also issued 500,000 shares of its common stock to Pacific Leaf in consideration for further deferral of repayment of the Note. The Company recognized $95,000 in expense related to the shares issued, which is recorded in the Company’s Consolidated Statement of Operations for the year ended March 31, 2019, under the other expense caption. In total, the Company recorded $3.1 million related to the Amendment and Termination Agreement in Other Expense in its Consolidated Statement of Operations for the year ended March 31, 2019, as summarized in the table below: Amendment and Termination Agreement - Year Ended Amounts Recorded in Other Expense March 31, 2019 Prepaid royalties recorded in February 2018 $ 1,530,000 Cash payments made in August 2018 1,000,000 Promissory note issued to Pacific Leaf, due on or before November 30, 2018 500,000 100,000 shares common stock issued to Pacific Leaf 36,000 Settlement of convertible note payable and related accrued interest (20,075) 500,000 shares common stock issued to Pacific Leaf on December 21, 2018 95,000 Total $ 3,140,925 The Company made additional payments on the promissory note of $100,000 on January 16, 2019, $100,000 on February 6, 2019, and a final payment of $210,000 on March 4, 2019. The company recorded and paid a total of $15,929 in interest expense related to the promissory note during the year ended March 31, 2019. Note payable to BCM MED, LLC On December 20, 2018, GB Sciences Louisiana, LLC (“GBSLA") entered into a $300,000 Loan Agreement with BCM MED, LLC (“BCM MED”). BCM MED is a related party to Wellcana Group, LLC, the minority member in GBSLA. The purpose of the financing is to fund operating expenses incurred by or on behalf of medical marijuana operations of GBSLA. Pursuant to the Loan Agreement, GBSLA will make eight (8) monthly installment payments in the amount of $33,333 on or before the 10 th th th Note Payable to 483 Management, LLC On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% unsecured Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. The present value of the note was $521,067 on the date of its issuance based on an imputed interest rate of 20.3% and the Company recorded a discount on notes payable of $178,933. During the year ended March 31, 2019, the Company recorded $85,981 in interest expense related to amortization of the note discount. Summary of Notes Payable As of March 31, 2019, the following notes payable were recorded in the Company’s Consolidated Balance Sheet: As of March 31, 2019 Short-Term Notes Payable Face Value Discount Carrying Value Convertible Notes Payable to various investors $ 1,257,000 $ (564,929) $ 692,071 Convertible Promissory Note due to CSW Ventures 1,500,000 (169,134) 1,330,866 Note Payable to 483 Management, LLC, current portion 272,221 (65,347) 206,874 Note Payable - BCM Med 300,000 - 300,000 Total Short-Term Notes Payable $ 3,329,221 $ (799,410) $ 2,529,811 Long-Term Notes Payable Note Payable to 483 Management, LLC, long-term $ 175,000 $ (13,928) $ 161,072 Total Long-Term Notes Payable $ 175,000 $ (13,928) $ 161,072 |
Note 6 - Convertible Notes
Note 6 - Convertible Notes | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 6 - Convertible Notes | Note 6 – Convertible Notes March 2017 Convertible Note Offering In March 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $965,500. The Notes are payable within three years of issuance and are convertible into 3,862,000 shares of the Company’s common stock and 3,862,000 common stock purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $416,733 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $548,767 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. During the three months ended June 30, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $1,034,500. The Notes are payable within three years of issuance and are convertible into 4,138,000 shares of the Company’s common stock. The Company also issued 4,138,000 common stock warrants to the Note holders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $487,957 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $480,236 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. July 2017 Convertible Note Offering In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years. During the three months ended September 30, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $3,085,000. The Notes are payable within three years of issuance and are convertible into 12,340,000 shares of the Company’s common stock. The Company also issued 12,340,000 common stock warrants to the Note holders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.65 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $1,541,797 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $1,532,335 recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. During the three months ended December 31, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $4,116,000. The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. The Company also issued 16,464,000 common stock warrants to the Note holders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.65 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $1,600,808 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $2,417,856 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. As of March 31, 2019, convertible notes having a carrying value of $692,071, net of unamortized discount of $564,929 remained outstanding from the March 2017 and July 2017 note offerings, and accrued interest on the notes is $121,558. Discount amortization was $786,484 for the year ended March 31, 2019. Convertible Note Payable to CSW Ventures, LP On February 28, 2019, the Company issued a $1,500,000 8% Senior Secured Convertible Promissory Note and entered into the Note Purchase Agreement and Security Agreement with CSW Ventures, LP (together, “CSW Note”). The note matures on August 28, 2020 and is convertible at any time until maturity into 8,823,529 shares of the Company’s common stock at $0.17 per share. Collateral pledged as security for the note includes all of the Company’s 100% membership interests in GB Sciences, Nevada, LLC and GB Sciences Las Vegas, LLC, which together represent substantially all of the Company’s cannabis cultivation and production operations and assets located at its Teco facility in Las Vegas, Nevada. The intrinsic value of the beneficial conversion feature resulting from the market price of the Company’s common stock in excess of the conversion price was $176,471 on the date of issuance, and the Company recorded a discount on the CSW Note in that amount. During the year ended March 31, 2019, the company recorded accrued interest on the CSW Note of $8,329 and recorded an additional $7,336 in interest expense as the result of amortization of the note discount. |
Note 7 - Property and Equipment
Note 7 - Property and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 7 - Property and Equipment | Note 7 - Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset or, in the case of leasehold improvements amortized over the lesser of the useful life of the asset or the underlying lease term. We recorded depreciation expense of $0.6 million and $0.8 million for the fiscal years ended March 31, 2019 and March 31, 2018, respectively. Property and equipment is comprised of the following: March 31, 2019 2018 Furniture and fixtures $ 20,883 $ - Computer and software 201,304 151,748 Machinery and equipment 1,633,004 1,094,472 Leaseholds 15,734,980 4,357,779 Construction in progress 1,852,839 3,193,767 Capital lease - building 6,425,000 6,425,000 25,868,010 15,222,766 Less accumulated depreciation and amortization (2,363,308) (1,463,609) Property and Equipment, Net $ 23,504,702 $ 13,759,157 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 8 - Income Taxes | Note 8 – Income Taxes The Company files income tax returns in the U.S. federal jurisdiction. The Company operates in the state of Nevada which does not levy an income tax. The Company has analyzed filing positions for all open tax years in the federal jurisdiction where it is required to file income tax returns. The Company identified its federal tax return as its “major” tax jurisdiction, as defined under generally accepted accounting principles. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into United States tax law. The Company has adjusted its deferred tax assets and liabilities at December 31, 2017 to reflect the Act’s reduction of corporate income tax rates. The Company’s effective tax rate was -2.4% and 0% for the years ended March 31, 2019 and 2018, respectively. Income tax expense was $526,145 for the year ended March 31, 2019. This amount includes a $510,647 tax liability and tax penalties of $15,498 attributable to the tax year ended March 31, 2018. Income tax expense was $0 for the year ended March 31, 2018. The Company’s income tax payable was $506,145 as of March 31, 2019, and $0 as of March 31, 2018. The increase in income taxes payable is based on a tax liability attributable to the March 31, 2018 tax year, less $20,000 in tax payments made during the current year. At March 31, 2019 and 2018 respectively, the Company had net operating loss carryforwards (“NOLs”) for income tax purposes of $47,430,184 and $34,481,122. The net operating loss carryforwards are expected to expire at various times from 2025 through 2039. These NOLs have the potential to be used to offset future ordinary taxable income and reduce future cash tax liabilities. Because the Company operates in the legal cannabis industry, it is subject to the limitations of Internal Revenue Code Section 280E (“280E”) for U.S. income tax purposes. Under 280E, the Company is allowed to deduct expenses that are directly related to the production of its products, i.e. cost of goods sold, but is allowed no further deductions for ordinary and necessary business expenses from its gross profit. The Company believes that the deductions disallowed include the deduction of NOLs. The unused NOLs will continue to carry forward and may be used by the Company to offset future taxable income that is not subject to the limitations of 280E. The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2019 2018 Tax benefit computed at U.S. statutory rates $ (4,424,959) $ (4,824,580) Increases (decreases) in taxes resulting from: IRC Section 280E 968,870 159,188 Other permanent items 35,590 5,604 Change in valuation allowance 3,420,499 4,659,788 Prior year tax expense 510,647 - Total provision for income taxes $ 510,647 $ - The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2019 and 2018: 2019 2018 Deferred tax assets: Stock based compensation $ 2,883,491 $ 752,617 Net operating loss carryforward 9,960,339 9,190,629 Depreciation and Amortization expense (416,944) (286,240) Other temporary items 68,520 - Total deferred tax assets 12,495,406 9,657,006 Less valuation allowance (12,495,406) (9,657,006) Net deferred tax asset $ - $ - Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. The Company continues to evaluate its deferred tax asset valuation allowance on a quarterly basis. The Company concluded that, as of March 31, 2019, it is more likely than not that the Company will not have sufficient taxable income within the applicable net operating loss carry-forward period to realize any portion of its deferred tax assets. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction and other required state jurisdictions. The Company's periodic tax returns filed in 2016 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. |
Note 9 - Capital Transactions
Note 9 - Capital Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 9 - Capital Transactions | Note 9 – Capital Transactions Sale of Common Stock and Warrants Debt Conversions During the year ended March 31, 2019, the Company received notice from convertible note holders of the conversion of a total of $4,470,000 in face value and $170,971 in accrued interest on the related convertible notes. Accordingly, the Company has issued 18,563,885 shares of its common stock based on a $0.25 per share conversion price. In connection with the conversions, $3,464,187 in unamortized discount on the related notes was recognized as interest expense and the Company has reduced the carrying amount of convertible notes payable by $1,005,813. Exercise of Warrants for Stock During the year ended March 31, 2019, the Company issued 12,657,875 shares of its common stock for the exercise of warrants as follows: · In order to encourage the exercise of the 8,000,000 warrants issued to investors in the private offering of convertible notes dated March 2017 and the 28,804,000 warrants issued to investors in the private offering of convertible notes dated July 2017, the Company effected a temporary decrease in the exercise price of the warrants from $0.60 and $0.65, respectively, to $0.30 and $0.325 per share. As a result of the price reduction, the Company issued 12,332,750 shares of its common stock and received net proceeds of approximately $3.9 million. In connection with the induced exercise of the warrants, the Company recorded an inducement dividend of approximately $2.9 million. The Company issued 325,125 shares of its common stock in connection with the exercise of compensation warrants at $0.01 per share. Issuance of Stock for Services The Company issued 4,032,407 shares in exchange for past and future consulting services and recorded a related expense of $0.9 million and prepaid expense of $0.3 million. The shares and services were valued at the closing price of the Company’s common stock on the dates granted under the related consulting agreements. Issuance of Stock for Cash During the year ended March 31, 2019, the Company issued 277,778 shares of its common stock to an investor for the cash purchase of shares at $0.36 per share. Stock Issued in Private Placement The Company issued 35,878,302 shares of its common stock in private placements: On August 10, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 10,000,000 units at the price of $0.25 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of three years. On August 23, 2018, the Placement Agent’s Agreement was amended to increase the number of units offered by 10,000,000 to 20,000,000 in total, with no other changes to the agreement. Between August 10, 2018 and September 25, 2018, the Company received a total of $4.4 million in proceeds from the private placement, net of $0.6 million in brokerage fees and issued 20 million shares of its common stock and 20 million warrants to purchase one share of its common stock for a period of three years to the investors who participated in the private placement. On December 4, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 15,000,000 units at the price of $0.20 per unit up to a total of $3 million. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of five years. On January 15, 2019, the Placement Agent’s Agreement was amended to decrease the unit price from $0.20 per unit to $0.15 per unit for a total of 20,000,000 units and decrease the exercise price of the warrants included in each unit from $0.60 to $0.30, applied retroactively to funds raised prior to the date of the amendment, with no other changes to the agreement. Between December 4, 2018 and March 31, 2019, the Company received a total of $2,072,125 in proceeds from the private placement, net of $309,620 in brokerage fees and issued 15,878,302 shares of its common stock and 15,878,302 warrants to purchase one share of its common stock at $0.30 per share. Issuance of Stock to Settle Pacific Leaf Royalty Agreement In connection with the Pacific Leaf Amendment and Termination Agreement, the Company issued 600,000 shares of its common stock and recorded $131,000 in other expense related to those shares. Options and Warrants On December 1, 2018, the Company entered into an agreement with EMLL Group, LLC for business advisory and consulting services. In consideration for the services, the Company issued warrants to purchase 8 million shares of the Company’s common stock at $0.1125 per share. The Company valued the warrants at $969,197 using the Black-Scholes valuation model. All services owed to the Company under the agreement were provided as of March 31, 2019, and the company recorded $969,197 in expense related to the warrants in its Consolidated Statement of Operations for the year ended March 31, 2019. On December 6, 2018, the Company entered into an agreement with SylvaCap Media for business advisory and consulting services. In consideration for the services, the Company issued warrants to purchase 2 million shares of the Company’s common stock at $0.1125 per share. The Company valued the warrants at $244,000 using the Black-Scholes valuation model. The fair value of the warrants will be recognized as consulting expense over the twelve-month term of the agreement. The company recorded $81,333 in expense related to the warrants in its Consolidated Statement of Operations for the year ended March 31, 2019. In connection with the agreement with SylvaCap Media, the Company also agreed to pay a $10,000 monthly fee for 12 months and to issue 4 million restricted shares of the Company’s common stock, of which 2 million shares were due on the date of the contract and have been issued to the consultant. On June 6, 2019, the Company entered into a Cancellation and Settlement with SylvaCap Media and terminated the December 6, 2018 agreement. In consideration for termination of the agreement, the Company will pay $135,000 as a one-time cancellation fee and will not issue the remaining 2 million shares due under the agreement. In connection with the Placement Agent’s Agreement dated August 10, 2018 and as amended August 23, 2018, the Company issued 2,000,000 compensation warrants to the brokers who participated in the offering and recorded a related expense of $0.6 million. Each compensation warrant is for the purchase of one share of the Company’s common stock at a price of $0.60 per share and expires on October 1, 2023. During the year ended March 31, 2019, the Company issued 400,000 stock options under the 2014 Equity Incentive Plan to its employees. The options are exercisable upon vesting for a period of 10 years from issuance at an exercise price ranging from $0.37 to $0.60 per share. The Company has recognized total of $0.8 million in share-based compensation expense related to all outstanding options during the year ended March 31, 2019. Warrants Outstanding Presented below is a summary of the Company’s warrant activity for the years ended March 31, 2019 and 2018: Warrants Outstanding Number of Shares Exercise Price Outstanding at March 31, 2017 32,932,413 Warrants issued 51,284,000 $ 0.60-$1.00 Warrants exercised (9,838,375) $ 0.01-$0.20 Warrants expired/cancelled (8,494,976) $ 1.00 Outstanding at March 31, 2018 65,883,062 Warrants issued 47,878,302 $ 0.30-$0.60 Warrants exercised (12,657,875) $ 0.30-$0.325 Warrants expired/cancelled (1,312,500) $ 0.50-$2.00 Outstanding at March 31, 2019 99,790,989 |
Note 10 - Employee Benefit Plan
Note 10 - Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 10 - Employee Benefit Plan | Note 10 – Employee Benefit Plan Share-Based Employee Compensation On February 6, 2008, the Board of Directors adopted the GB Sciences, Inc. 2007 Amended Stock Option Plan (“2007 Plan”). Under the 2007 Plan, 8,000,000 shares of the Company’s restricted common stock may be issuable upon the exercise of options issued to employees, advisors and consultants. The Company revised the plan and the Board of Directors adopted the new 2014 Equity Compensation Plan. On June 30, 2015, GB Sciences filed a Form S-8 Registration Statement with the SEC to register 8,500,000 shares of common stock issuable under stock options to grant to employees and consultants. At the Company’s special meeting of the shareholders held on April 6, 2018, the adoption by the Board of Directors of the 2014 Equity Compensation Plan was ratified by a majority of shareholders present at the meeting, either in person or by proxy. Compensation Expense For the years ended March 31, 2019 and 2018, the Company recorded compensation expense of $0.8 million and $1.8 mi The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2019, are presented below: Unrecognized Compensation Cost ($) Weighted Average Period (years) Stock Options $193,559 0.40 Total $193,559 0.40 Fair Value The closing price of the Company's stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options granted is estimated as of the grant date using the Black-Scholes option pricing model. The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended March 31, 2019 March 31, 2018 Weighted-average volatility 181.00% 183.55% Expected term (in years) 10 10 Risk-free interest rate 2.74% 2.02% Expected volatilities used for award valuation in 2019 and 2018 are based on the peer group volatility. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. Stock Options A summary of option activity as of March 31, 2019 and 2018, and changes during the years then ended, is presented below: Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2017 6,950,000 $ 0.26 8.05 $ 627,890 Granted 6,400,000 $ 0.28 Exercised (83,333) $ 0.32 Forfeited (233,333) $ 0.28 Outstanding at March 31, 2018 13,033,334 $ 0.28 8.21 $ 2,646,723 Granted 400,000 $ 0.41 Exercised - $ - Forfeited (850,000) $ 0.24 Outstanding at March 31, 2019 12,583,334 $ 0.28 7.18 $ 43,000 Fully vested and expected to vest at March 31, 2019 10,500,006 $ 0.28 $ 43,000 Exercisable at March 31, 2019 10,500,006 $ 0.28 $ 43,000 Restricted stock awards No restricted stock awards were granted or outstanding during the years ended March 31, 2019 and 2018. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 11 - Commitments and Contingencies | Note 11 – Commitments and Contingencies On September 18, 2017 GB Sciences finalized its agreement with Louisiana State University (“LSU”) AgCenter to be the sole operator of the LSU’s medical marijuana program. The LSU Board of Supervisors entered into a five-year agreement—that has an option to renew for two additional five-year terms—with GB Sciences. The contract includes the Company’s commitment to make a minimum financial contribution to the LSU AgCenter in the amount of $3.4 million, or a 10% commission of gross receipts, in addition to annual research investments of $500,000 to the LSU AgCenter. The monetary contributions would be used to conduct research on plant varieties, compounds, extraction techniques and delivery methods that could generate additional revenue through discoveries that are subject to intellectual property rights, which AgCenter would retain 50% of those rights. As of March 31, 2019, GB Sciences has made payments totaling $1,500,000 toward its obligations under the agreement. From time to time, the Company may become involved in certain legal proceedings and claims which arise in the ordinary course of business. In management’s opinion, based on consultations with outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available, if management should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, the Company would record a reserve for the claim in question. If and when the Company records such a reserve, it could be material and could adversely impact its results of operations, financial condition, and cash flows. |
Note 12 - Deposits and Prepayme
Note 12 - Deposits and Prepayments | 12 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 12 - Deposits and Prepayments | Note 12 – Deposits and Prepayments Deposits and prepayments were $1.2 million and $1.5 million at March 31, 2019 and March 31, 2018, respectively. The decrease in deposits and prepayments is primarily due to a $0.3 million escrow deposit related to our Letter of Intent regarding potential acquisition of 100% interest in NevadaPURE, LLC (“NVPURE LOI”) entered into on March 22, 2018. On May 9, 2019, the NVPURE LOI was terminated and the Company received a refund of its $0.3 million deposit. |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 13 - Related Party Transactions | Note 13 - Related Party Transactions During the fiscal year ended March 31, 2017, the Company entered into a consulting contract with Quantum Shop, a Company owned by a relative of one of the Company’s executives. Per the terms of the agreement, Quantum Shop is to provide GB Sciences with research, design, development, fabrication, and production services. During the years ended March 31, 2019, and March 31, 2018, the Company made payments totaling $1.1 million and $1.3 million, respectively, to Quantum Shop primarily related to the build-out of the Company’s cultivation and production facility in Baton Rouge, Louisiana. During the year ended March 31, 2017, the Company entered into an advisory agreement with Electrum Partners, LLC, (“Electrum Partners”) a company whose President resides on GB Sciences’ Board of Directors and serves as a Chair of the Audit Committee. Per the terms of the agreement, Electrum Partners shall be compensated $5,000 monthly with the initial payment due upon the execution of the consulting agreement. Electrum Partners is also to receive an additional $10,000 each month in restricted stock. The agreement has a term of one year and is renewable for a successive one-year period. The agreement was renewed for its second one-year period in March 2018. During the year ended March 31, 2018, the Company made payments totaling $75,562 to Electrum Partners and issued 499,102 shares of its restricted stock. During the year ended March 31, 2019, the Company made payments totaling $153,329 to Electrum Partners, LLC and issued 432,407 shares of its restricted stock at an expense of $122,363. On January 29, 2019, the Company provided Electrum Partners with notice of the agreement’s termination effective February 28, 2019. On November 1, 2017, the Company entered into an Edibles Production Agreement (the “EPA”) with The Happy Confections, L.L.C. (“THCLLC”) through the Company’s wholly-owned subsidiary, GB Sciences Las Vegas, LLC (“GBSLV”). Dr. Andrea Small-Howard, a member of GB Science’s Board of Directors, is a Co-Managing Member of THCLLC. Under the EPA, THCLLC was to produce cannabis-infused baked goods and other edibles in GBSLV’s production facility upon approval of GBSLV’s Nevada Medical Marijuana Production License. The Company would receive a royalty of between 20% and 25% on all sales of edibles produced by THCLLC. Contemporaneously with the EPA, the Company entered into a Non-Revolving Credit Line Agreement and Non-Revolving Credit Line Promissory Note (together, the “THC Note” or “Note”) to advance up to $300,000 to THCLLC for the purpose of expanding THCLLC’s operations. The Note bears interest at a rate of 1.29% per annum. Beginning 90 days after the sale of its first product, THCLLC was to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment was due within 10 days of the sale of any product. As of March 31, 2019, the Company advanced $253,034 under the THC Note. On October 15, 2018, the Company gave notice to THC LLC that Company would not provide any additional financing beyond the $300,000 Credit Line granted under the Non-Revolving Credit Line Agreement dated November 1, 2017. In this notice, the Company requested that THC LLC seek to find additional sources of financing to be able to fund the manufacture of edibles. The Company further notified THC LLC that the Company would terminate the Edibles Production Agreement and all other related agreements with THC LLC if it was unable to acquire additional funding by October 22, 2018. On October 19, 2018, the Company received a response from THC LLC that it was unable to acquire additional funding. Accordingly, the Company has terminated all of its agreements with THC LLC effective October 19, 2018 and has taken possession of all tangible assets owned by THC LLC on October 22, 2018, as collateral for the balance owed under the Note. These assets include kitchen and production machinery and equipment, leasehold improvements, and inventory that will be used in the Company’s production operations at the Teco Facility. The Company assessed the Fair Value of the machinery and equipment received at $139,411 and has capitalized that amount in fixed assets during the year ended March 31, 2019. All of the machinery and equipment received from THC LLC was placed in service for use in the Company’s production facility during December 2018. The Company also recorded $113,623 as other expense in its Consolidated Statement of Operations for the year ended March 31, 2019, which represents the remaining balance of the outstanding note receivable from THC LLC. |
Note 14 - Concentrations
Note 14 - Concentrations | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Note 14 - Concentrations | Note 14 – Concentrations For the year ended March 31, 2019, there were two customers that accounted for 10.1% each of total revenue. Two customers accounted for 21.4% and 11.1% of total accounts receivable. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 15 - Subsequent Events | Note 15 – Subsequent Events Capital Transactions On June 5, 2019, the Company entered into an amendment to the December 4, 2018 Placement Agent’s Agreement. The amendment extends the offering period to July 31, 2019 and increases the maximum offering to $3.5 million from $3 million. All other terms of the December 4, 2018 Placement Agent’s Agreement remained the same. Subsequent to March 31, 2019, the Company received an additional $621,754 in proceeds from investors in the private placement, net of brokerage fees, and issued 3,668,167 shares of its common stock and 3,668,167 warrants to purchase one share of common stock at $0.30 for a period of five years. In order to encourage the exercise of 70.5 million warrants issued to investors in private placements of convertible notes and common stock having exercise prices ranging between $0.65 and $0.30, the Company effected a temporary decrease in the exercise price of the warrants to $0.10 per share until July 11, 2019. As a result of the price reduction, the Company has received notice of the exercise of 1,957,500 warrants and received proceeds of $195,750. On July 12, 2019, The Company entered into an amendment to the 8% Senior Secured Convertible Promissory Note payable to CSW Ventures, L.P. The amendment increases the balance owed under the note by $141,863 to reflect an additional $100,000 loan made to the Company and $41,863 of interest accrued on the note through July 12, 2019, which was added to the principal balance of the note. Convertible Promissory Note Payable to Iliad Research and Trading, L.P. On April 23, 2019, the Company entered into the Note Purchase Agreement with Iliad Research and Trading, L.P. and issued an 8% Convertible Promissory Note with a face value of $2,765,000. The Note was issued with an original issue discount of $265,000 and is convertible into shares of the Company’s common stock at a price of $0.17 per share at the option of the note holder at any time until the Note is repaid. The Note matures on April 22, 2020. Cancellation of Agreement with SylvaCap Media On June 6, 2019, the Company entered into a Cancellation and Settlement with SylvaCap Media and terminated the December 6, 2018 agreement. In consideration for termination of the agreement, the Company will pay $135,000 as a one-time cancellation fee and will not issue the remaining 2 million shares due under the agreement. |
Note 16 - Non-Controlling Inter
Note 16 - Non-Controlling Interest | 12 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Note 16 - Non-Controlling Interest | Note 16 – Non-Controlling Interest On February 12, 2018, the Company entered into the Operating Agreement for its wholly-owned subsidiary, GB Sciences Louisiana, LLC (“GBSLA"). Pursuant to the Operating Agreement, Wellcana Group, LLC (“Wellcana”) purchased 15% of the membership interest in GBSLA for the price of $3 million. Under the operating agreement, Wellcana has the option to make additional capital contributions for the purchase of up to an additional 35% membership interest in GBSLA, at the rate of 5% membership interest per $1 million contributed. During the year ended March 31, 2019, Wellcana made additional cash contributions of $7.0 million and its non-controlling interest in GBSLA increased to 49.99%. The capital contributions have been used to fund the buildout of the Petroleum Drive facility and to pay for the operating costs of GBSLA. The Company maintains a majority interest in GBSLA and continues to exercise control over the management and operations of GBSLA. Accordingly, the Company has consolidated GBSLA in its consolidated financial statements for the year ended March 31, 2019. |
Note 17 - Formation of GBS Glob
Note 17 - Formation of GBS Global Biopharma | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 17 - Formation of GBS Global Biopharma | Note 17 – Formation of GBS Global Biopharma, Inc. On September 21, 2018, the Company formed a wholly-owned subsidiary, GBS Global Biopharma, Inc., in the province of Ontario, Canada with plans to license and/or transfer some of Growblox Life Sciences LLC’s intellectual property to the newly formed entity. On March 15, 2019, the Company entered into the Asset Purchase Agreement with GBS Global Biopharma, Inc., whereby all of the assets and certain liabilities held by Growblox Life Sciences, LLC, a wholly-owned subsidiary of GB Sciences, Inc., were transferred to GBS Global Biopharma, Inc. in exchange for a promissory note in the amount of $1,435,700. It is anticipated that GBS Global Biopharma Inc. will pursue clinical development of the intellectual property, including clinical trials. The assets transferred include all intellectual property and intangible assets owned by the Company, consisting primarily of patents in process and research contracts with universities and researchers. GBS Global Biopharma, Inc. also assumed $475,586 of liabilities associated with the development of the transferred intellectual property. With the assistance of a third-party valuation specialist, The Company valued the assets transferred, net of liabilities assumed, at $1,435,700. Because the transaction consisted of an intercompany transfer of assets between wholly owned subsidiaries of GB Sciences, Inc., the promissory note and any gain or loss resulting from the Asset Purchase Agreement have been eliminated from the Company’s Consolidated Financial Statements for the year ended March 31, 2019. |
Note 3 - Basis of Presentatio_2
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policy Text Block [Abstract] | |
Principles of Consolidation | Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Certain reclassifications have been made to the comparative year amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. |
Inventory | Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Our indefinite-lived intangible assets primarily represent the value of our patents pending. Upon issuance of the patents, the indefinite-lived intangible assets will have finite lives. We amortize our finite-lived intangible assets over their estimated useful lives using the straight-line method, and we periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. |
Long-lived Assets | Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. No indicators of impairment were identified by the Company as of March 31, 2019. |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options “Application of Issue No. 98-5 to Certain Convertible Instruments” Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. |
Other Assets | Other Assets Other assets primarily include employee advances. |
Revenue Recognition | Revenue Recognition The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Equity-based Compensation | Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB-issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. |
Loss Per Share | Loss per Share. Net loss attributable to common stockholders for the year ended March 31, 2019 includes and adjustment for a deemed dividend from induced warrant exercises. The following table sets forth the computation of basic and diluted EPS: For the Year Ended March 31, 2019 Income Shares Per-Share Net loss attributable to GB Sciences, Inc. $ (23,653,165) Less: Inducement dividend from warrant exercises (2,861,436) Basic and Diluted EPS Net loss attributable to common stockholders $ (26,514,601) 209,537,769 $ (0.13) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Effective in Future Years In February 2016, the FASB issued ASU 2016-02, Leases The Company reviewed the terms of its existing lease and has recorded a right of asset and related lease liability of approximately $213,000 upon adoption. In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company as of April 1, 2019. The Company determined that all share-based payments were settled as of the date of the adoption, so there was no impact on the Company's financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. Recently Adopted Standards The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. |
Note 3 - Basis of Presentatio_3
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Computation of basic and diluted EPS | The following table sets forth the computation of basic and diluted EPS: For the Year Ended March 31, 2019 Income Shares Per-Share Net loss attributable to GB Sciences, Inc. $ (23,653,165) Less: Inducement dividend from warrant exercises (2,861,436) Basic and Diluted EPS Net loss attributable to common stockholders $ (26,514,601) 209,537,769 $ (0.13) |
Note 4 - Capital Lease (Tables)
Note 4 - Capital Lease (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments required under the capital leases and the net present value of the minimum lease payments as of March 31, 2019, are as follows: Year Ending March 31, Total 2020 777,671 2021 835,499 2022 851,352 2023 890,712 2024 915,208 Thereafter 7,331,562 Total minimum lease payments 11,602,004 Less: Amount representing interest (5,465,943) Present value of minimum lease payments 6,136,061 Less: Current maturities of capital lease obligations (142,010) Long-term capital lease obligations 5,994,051 |
Note 5 - Notes Payable (Tables)
Note 5 - Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
February 2018 Agreement | All amounts related to the February 2018 Agreement recorded in the Company’s Consolidated Balance Sheet and Statement of Operations for the year ended March 31, 2018, are summarized below: Year Ended As of March 31, 2018 Pacific Leaf Ventures LP Royalty Other Prepaid Total Payment made on February 26, 2018 $ 269,818 $ 250,000 $ 750,000 $ 1,269,818 1,600,000 shares common stock issued in connection with the February 2018 Agreement - 260,000 780,000 1,040,000 Total recorded in Fiscal Year 2018 related to the February 2018 Agreement $ 269,818 $ 510,000 $ 1,530,000 $ 2,309,818 |
Amounts Recorded in Other Expense | In total, the Company recorded $3.1 million related to the Amendment and Termination Agreement in Other Expense in its Consolidated Statement of Operations for the year ended March 31, 2019, as summarized in the table below: Amendment and Termination Agreement - Year Ended Amounts Recorded in Other Expense March 31, 2019 Prepaid royalties recorded in February 2018 $ 1,530,000 Cash payments made in August 2018 1,000,000 Promissory note issued to Pacific Leaf, due on or before November 30, 2018 500,000 100,000 shares common stock issued to Pacific Leaf 36,000 Settlement of convertible note payable and related accrued interest (20,075) 500,000 shares common stock issued to Pacific Leaf on December 21, 2018 95,000 Total $ 3,140,925 |
Schedule of Debt | As of March 31, 2019, the following notes payable were recorded in the Company’s Consolidated Balance Sheet: As of March 31, 2019 Short-Term Notes Payable Face Value Discount Carrying Value Convertible Notes Payable to various investors $ 1,257,000 $ (564,929) $ 692,071 Convertible Promissory Note due to CSW Ventures 1,500,000 (169,134) 1,330,866 Note Payable to 483 Management, LLC, current portion 272,221 (65,347) 206,874 Note Payable - BCM Med 300,000 - 300,000 Total Short-Term Notes Payable $ 3,329,221 $ (799,410) $ 2,529,811 Long-Term Notes Payable Note Payable to 483 Management, LLC, long-term $ 175,000 $ (13,928) $ 161,072 Total Long-Term Notes Payable $ 175,000 $ (13,928) $ 161,072 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Property and Equipment | Property and equipment is comprised of the following: March 31, 2019 2018 Furniture and fixtures $ 20,883 $ - Computer and software 201,304 151,748 Machinery and equipment 1,633,004 1,094,472 Leaseholds 15,734,980 4,357,779 Construction in progress 1,852,839 3,193,767 Capital lease - building 6,425,000 6,425,000 25,868,010 15,222,766 Less accumulated depreciation and amortization (2,363,308) (1,463,609) Property and Equipment, Net $ 23,504,702 $ 13,759,157 |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2019 2018 Tax benefit computed at U.S. statutory rates $ (4,424,959) $ (4,824,580) Increases (decreases) in taxes resulting from: IRC Section 280E 968,870 159,188 Other permanent items 35,590 5,604 Change in valuation allowance 3,420,499 4,659,788 Prior year tax expense 510,647 - Total provision for income taxes $ 510,647 $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2019 and 2018: 2019 2018 Deferred tax assets: Stock based compensation $ 2,883,491 $ 752,617 Net operating loss carryforward 9,960,339 9,190,629 Depreciation and Amortization expense (416,944) (286,240) Other temporary items 68,520 - Total deferred tax assets 12,495,406 9,657,006 Less valuation allowance (12,495,406) (9,657,006) Net deferred tax asset $ - $ - |
Note 9 - Capital Transactions (
Note 9 - Capital Transactions (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Warrants | Presented below is a summary of the Company’s warrant activity for the years ended March 31, 2019 and 2018: Warrants Outstanding Number of Shares Exercise Price Outstanding at March 31, 2017 32,932,413 Warrants issued 51,284,000 $ 0.60-$1.00 Warrants exercised (9,838,375) $ 0.01-$0.20 Warrants expired/cancelled (8,494,976) $ 1.00 Outstanding at March 31, 2018 65,883,062 Warrants issued 47,878,302 $ 0.30-$0.60 Warrants exercised (12,657,875) $ 0.30-$0.325 Warrants expired/cancelled (1,312,500) $ 0.50-$2.00 Outstanding at March 31, 2019 99,790,989 |
Note 10 - Employee Benefit Pl_2
Note 10 - Employee Benefit Plan (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2019, are presented below: Unrecognized Compensation Cost ($) Weighted Average Period (years) Stock Options $193,559 0.40 Total $193,559 0.40 |
Schedule of Stock Options, Valuation Assumptions | The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended March 31, 2019 March 31, 2018 Weighted-average volatility 181.00% 183.55% Expected term (in years) 10 10 Risk-free interest rate 2.74% 2.02% |
Schedule of Stock Options Roll Forward | A summary of option activity as of March 31, 2019 and 2018, and changes during the years then ended, is presented below: Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2017 6,950,000 $ 0.26 8.05 $ 627,890 Granted 6,400,000 $ 0.28 Exercised (83,333) $ 0.32 Forfeited (233,333) $ 0.28 Outstanding at March 31, 2018 13,033,334 $ 0.28 8.21 $ 2,646,723 Granted 400,000 $ 0.41 Exercised - $ - Forfeited (850,000) $ 0.24 Outstanding at March 31, 2019 12,583,334 $ 0.28 7.18 $ 43,000 Fully vested and expected to vest at March 31, 2019 10,500,006 $ 0.28 $ 43,000 Exercisable at March 31, 2019 10,500,006 $ 0.28 $ 43,000 |
Note 1 - Background and Basis_2
Note 1 - Background and Basis of Presentation (Details) | 12 Months Ended | |||
Mar. 31, 2019USD ($)ft²shares | Mar. 15, 2019USD ($) | Apr. 08, 2018shares | Mar. 31, 2018shares | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2001 | |||
Common stock shares authorised | shares | 400,000,000 | 400,000,000 | 250,000,000 | |
Las Vegas Facility | ||||
Area of Real Estate Property | ft² | 28,000 | |||
THC | ||||
Advance from related party | $ 253,034 | |||
Capitalization of fair value of machinery and equipment | 139,411 | |||
Other expense | 113,623 | |||
LSU | ||||
Minimum financial contribution | 3,400,000 | |||
Payment to related party | $ 1,500,000 | |||
GBS Global Biopharma | Asset Purchase Agreement | ||||
Promissory note | $ 1,435,700 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC. | $ (23,653,165) | $ (22,974,190) |
Accumulated Deficit | (84,743,836) | $ (58,229,235) |
Working capital deficit | $ (3,200,000) |
Note 3 - Basis of Presentatio_4
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Details) - Machinery and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment, Useful Life | 8 years |
Note 3 - Basis of Presentatio_5
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Loss Per Share (Details) - shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 128,608,852 | 104,207,396 |
Note 3 - Basis of Presentatio_6
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Details) | Apr. 01, 2019USD ($) |
Text Block [Abstract] | |
Right of asset | $ 213,000 |
Lease liability | $ 213,000 |
Note 3 - Basis of Presentatio_7
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Loss per Share : Basic and diluted EPS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC. | $ (23,653,165) | $ (22,974,190) |
Less: Inducement dividend from warrant exercises | (2,861,436) | |
Net loss attributable to common stockholders | $ (26,514,601) | $ (22,974,190) |
Weighted average common shares outstanding - basic and diluted | 209,537,769 | 132,934,141 |
Net loss per share - basic and diluted | $ (0.13) | $ (0.17) |
Note 4 - Capital Lease_ Future
Note 4 - Capital Lease: Future Minimum Lease Payments for Capital Leases (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Disclosure Text Block [Abstract] | ||
2020 | $ 777,671 | |
2021 | 835,499 | |
2022 | 851,352 | |
2023 | 890,712 | |
2024 | 915,208 | |
Thereafter | 7,331,562 | |
Total minimum lease payments | 11,602,004 | |
Less: Amount representing interest | (5,465,943) | |
Present value of minimum lease payments | 6,136,061 | |
Less: Current maturities of capital lease obligations | (142,010) | |
Long-term capital lease obligations | $ 5,994,051 | $ 6,142,606 |
Note 4 - Capital Lease (Details
Note 4 - Capital Lease (Details) - Pacific Leaf Ventures Lp - USD ($) | Mar. 04, 2019 | Feb. 06, 2019 | Jan. 16, 2019 | Feb. 23, 2018 | Jul. 31, 2016 | Mar. 31, 2019 |
Debt Instrument, Periodic Payment | $ 210,000 | $ 100,000 | $ 100,000 | $ 1,269,818 | ||
Teco Facility Lease | ||||||
Debt Instrument, Periodic Payment | $ 40,000 | |||||
Description of Lessee Leasing Arrangements, Capital Leases | Commencing January 1, 2018, the monthly rent payments increased by 3% and will increase by 3% per annum through the expiration of the lease. | |||||
Capital Lease Obligations | $ 3,900,000 | |||||
Discount Rate | 11.60% | |||||
GB Sciences Louisiana Lease | ||||||
Debt Instrument, Periodic Payment | $ 25,588 | |||||
Capital Lease Obligations | $ 2,500,000 | |||||
Discount Rate | 10.30% |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details) - USD ($) | Mar. 04, 2019 | Feb. 06, 2019 | Jan. 16, 2019 | Dec. 21, 2018 | Dec. 20, 2018 | Oct. 23, 2018 | Aug. 31, 2018 | Feb. 23, 2018 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 31, 2018 |
Allocated Share-based Compensation Expense | $ 800,000 | $ 1,800,000 | ||||||||||
Prepaid expenses | 614,178 | 1,956,734 | ||||||||||
Interest expenses | $ 5,191,259 | $ 5,176,361 | ||||||||||
Convertible Promissory Note | ||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||||||
Common Stock | Convertible Promissory Note | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,563,885 | |||||||||||
Warrant | ||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | |||||||||||
Class of Warrant, Outstanding | 16,464,000 | |||||||||||
Investment Warrants, Exercise Price | $ 0.65 | |||||||||||
Pacific Leaf Ventures Lp | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2018 | |||||||||||
Class of Warrant, Outstanding | 1,500,000 | |||||||||||
Debt instrument payment | $ 210,000 | $ 100,000 | $ 100,000 | $ 1,269,818 | ||||||||
Accrued royalties | 269,818 | $ 1,500,000 | ||||||||||
Other expense | 250,000 | $ 3,140,925 | $ 510,000 | |||||||||
Prepaid expenses | 750,000 | |||||||||||
Value of restricted common stock issued | $ 1,040,000 | |||||||||||
Notes payable description | The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. We recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which will be credited toward future royalties in the event that the final $1.5 million payment is not made on or before July 31, 2018. | |||||||||||
Royalty Expense | $ 1,530,000 | 1,530,000 | 269,818 | |||||||||
Royalty Buyout Payment | 2,309,818 | |||||||||||
Promissory note description | On December 21, 2018, the company made a $100,000 payment on the promissory note. The payment was applied to interest accrued to date of $12,164 and the remaining $87,836 was applied to the principal balance of the Note. | |||||||||||
Interest expenses | 15,929 | |||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 4 | ||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||||||||
Pacific Leaf Ventures Lp | Convertible Promissory Note | ||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Second Amendment eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN. It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year | |||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 5 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||
Pacific Leaf Ventures Lp | Cash Payment 1 | ||||||||||||
Other expense | $ 250,000 | |||||||||||
Royalty Expense | $ 1,500,000 | 269,818 | ||||||||||
Royalty Buyout Payment | $ 1,000,000 | $ 1,269,818 | ||||||||||
Pacific Leaf Ventures Lp | Common Stock | Short Term Promissory Note 4 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,000,000 | |||||||||||
Edibles Production Agreement | Credit Line Promissory Note | ||||||||||||
Debt Instrument, Payment Terms | Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. | |||||||||||
BCM Med | ||||||||||||
Promissory note description | On December 20, 2018, GB Sciences Louisiana, LLC (“GBSLA") entered into a $300,000 Loan Agreement with BCM MED, LLC (“BCM MED”). BCM MED is a related party to Wellcana Group, LLC, the minority member in GBSLA. The purpose of the financing is to fund operating expenses incurred by or on behalf of medical marijuana operations of GBSLA. | |||||||||||
483 Management | ||||||||||||
Long-term Debt, Gross | 521,067 | |||||||||||
Promissory note description | On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% unsecured Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. | |||||||||||
Interest expenses | $ 85,981 | |||||||||||
Imputed interest rate | 20.30% | |||||||||||
Discount on notes payable | $ 178,933 |
Note 5 - Notes Payable_ Februar
Note 5 - Notes Payable: February 2018 Agreement (Details) - Pacific Leaf Ventures Lp - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Feb. 23, 2018 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Royalty Buyout Payment | $ 2,309,818 | ||||
Royalty Expense | $ 1,530,000 | $ 1,530,000 | 269,818 | ||
Other Expenses | $ 250,000 | $ 3,140,925 | 510,000 | ||
Other Prepaid Expense, Current | 1,530,000 | ||||
Cash Payment 1 | |||||
Royalty Buyout Payment | $ 1,000,000 | 1,269,818 | |||
Royalty Expense | $ 1,500,000 | 269,818 | |||
Other Expenses | 250,000 | ||||
Other Prepaid Expense, Current | 750,000 | ||||
Share Payment1 | |||||
Royalty Buyout Payment | 1,040,000 | ||||
Royalty Expense | 0 | ||||
Other Expenses | 260,000 | ||||
Other Prepaid Expense, Current | $ 780,000 |
Note 5 - Notes Payable_ Amounts
Note 5 - Notes Payable: Amounts Recorded in Other Expense (Details) - Pacific Leaf Ventures Lp - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 21, 2018 | Aug. 31, 2018 | Feb. 23, 2018 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Royalty Expense | $ 1,530,000 | $ 1,530,000 | $ 269,818 | |||
Royalty Buyout Payment | 2,309,818 | |||||
Extinguishment of Debt, Amount | (20,075) | |||||
Other Expenses | $ 250,000 | 3,140,925 | 510,000 | |||
Share Payment2 | ||||||
Stock Issued During Period, Value, Other | $ 95,000 | 36,000 | ||||
Short Term Promissory Note 4 | ||||||
Promissory notes | $ 500,000 | |||||
Cash Payment 1 | ||||||
Royalty Expense | $ 1,500,000 | 269,818 | ||||
Royalty Buyout Payment | $ 1,000,000 | 1,269,818 | ||||
Other Expenses | $ 250,000 |
Note 5 - Notes Payable_ Schedul
Note 5 - Notes Payable: Schedule of Debt (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Total Short-Term Notes Payable | $ 2,529,811 | $ 1,056,301 |
Debt Instrument, Unamortized Discount, Noncurrent | (13,929) | (73,052) |
Total Long-Term Notes Payable | 161,072 | $ 355,233 |
483 Management | ||
Debt Instrument, Unamortized Discount | (178,933) | |
Short-term Debt {1} | ||
Debt Instrument, Face Amount | 3,329,221 | |
Debt Instrument, Unamortized Discount | (799,410) | |
Total Short-Term Notes Payable | 2,529,811 | |
Short-term Debt {1} | 483 Management | ||
Debt Instrument, Face Amount | 272,221 | |
Debt Instrument, Unamortized Discount | (65,347) | |
Total Short-Term Notes Payable | 206,874 | |
Short-term Debt {1} | BCM Med | ||
Debt Instrument, Face Amount | 300,000 | |
Debt Instrument, Unamortized Discount | ||
Total Short-Term Notes Payable | 300,000 | |
Long-term Debt {1} | ||
Debt Instrument, Face Amount | 175,000 | |
Debt Instrument, Unamortized Discount, Noncurrent | (13,928) | |
Total Long-Term Notes Payable | 161,072 | |
Long-term Debt {1} | 483 Management | ||
Debt Instrument, Face Amount | 175,000 | |
Debt Instrument, Unamortized Discount, Noncurrent | (13,928) | |
Total Long-Term Notes Payable | 161,072 | |
Convertible Notes Payable To Various Investors | ||
Debt Instrument, Face Amount | 1,257,000 | |
Debt Instrument, Unamortized Discount | (564,929) | |
Total Short-Term Notes Payable | 692,071 | |
Convertible Promissory Note due to CSW Ventures | ||
Debt Instrument, Face Amount | 1,500,000 | |
Debt Instrument, Unamortized Discount | (169,134) | |
Total Short-Term Notes Payable | $ 1,330,866 |
Note 6 - Convertible Notes (Det
Note 6 - Convertible Notes (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2019USD ($)Integer$ / shares | Jul. 31, 2017 | Mar. 31, 2017USD ($)Integer$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2017USD ($)Integer$ / sharesshares | Sep. 30, 2017USD ($)Integer$ / sharesshares | Jun. 30, 2017USD ($)Integer$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | |
Class of Warrant, Exercise Price | $ / shares | $ 0.20 | ||||||||
Private Placement Terms | In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years. | ||||||||
Common stock price per share | $ / shares | $ 0.20 | $ 0.20 | |||||||
Accrued interest | $ 142,112 | $ 142,112 | $ 175,878 | ||||||
Interest expense | 5,191,259 | 5,176,361 | |||||||
Discount amortization | 793,820 | $ 1,620,709 | |||||||
Convertible Note Payable | CSW Ventures | |||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 8,823,529 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 176,471 | ||||||||
Common stock price per share | $ / shares | $ 0.17 | ||||||||
Accrued interest | 8,329 | 8,329 | |||||||
Interest expense | 7,336 | ||||||||
Short Term Promissory Note 1 | |||||||||
Debt Instrument, Face Amount | $ 965,500 | $ 4,116,000 | $ 3,085,000 | $ 1,034,500 | |||||
Debt Instrument, Term | 3 years | 3 years | 3 years | 3 years | |||||
Class of Warrant, Outstanding | shares | 3,862,000 | 16,464,000 | 12,340,000 | 4,138,000 | |||||
Class of Warrant, Exercise Price | $ / shares | $ 0.60 | $ 0.65 | $ 0.65 | $ 0.60 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 416,733 | $ 1,600,808 | $ 1,541,797 | $ 487,957 | |||||
Beneficial conversion feature, an additional discount | $ 548,767 | $ 2,417,856 | $ 1,532,335 | $ 480,236 | |||||
Accrued interest | 121,558 | 121,558 | |||||||
Debt Instrument Carrying Amount | 692,071 | 692,071 | |||||||
Debt Instrument, Unamortized Discount | (564,929) | $ (564,929) | |||||||
Discount amortization | $ 786,484 | ||||||||
Short Term Promissory Note 1 | Common Stock | |||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 3,862,000 | 16,464,000 | 12,340,000 | 4,138,000 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Property, Plant and Equipment, Gross | $ 25,868,010 | $ 15,222,766 |
Less accumulated depreciation and amortization | (2,363,308) | (1,463,609) |
Property and Equipment, Net | 23,504,702 | 13,759,157 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Gross | 20,883 | 0 |
Computer and software | ||
Property, Plant and Equipment, Gross | 201,304 | 151,748 |
Machinery and Equipment | ||
Property, Plant and Equipment, Gross | 1,633,004 | 1,094,472 |
Leaseholds | ||
Property, Plant and Equipment, Gross | 15,734,980 | 4,357,779 |
Construction in Progress | ||
Property, Plant and Equipment, Gross | 1,852,839 | 3,193,767 |
Capital lease - building | ||
Property, Plant and Equipment, Gross | $ 6,425,000 | $ 6,425,000 |
Note 7 - Property and Equipme_4
Note 7 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | ||
Depreciation expense | $ 600,000 | $ 800,000 |
Note 8 - Income Taxes (Details)
Note 8 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
Effective tax rate | (2.40%) | 0.00% |
Income tax expense | $ 526,145 | $ 0 |
Tax liability | 510,647 | |
Tax penalties | 15,498 | |
Income tax payable | 506,145 | 0 |
Operating Loss Carryforwards | $ 47,430,184 | $ 34,481,122 |
Operating Loss Carryforwards, Limitations on Use | The net operating loss carryforwards are expected to expire at various times from 2025 through 2039. |
Note 8 - Income Taxes_ Schedule
Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
Tax benefit computed at U.S. statutory rates | $ (4,424,959) | $ (4,824,580) |
Increases (decreases) in taxes resulting from: | ||
IRC Section 280E | 968,870 | 159,188 |
Other permanent items | 35,590 | 5,604 |
Change in valuation allowance | 3,420,499 | 4,659,788 |
Prior year tax expense | (510,647) | 0 |
Total provision for income taxes | $ 510,647 | $ 0 |
Note 8 - Income Taxes_ Schedu_2
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Deferred tax assets: | ||
Stock based compensation | $ 2,883,491 | $ 752,617 |
Net operating loss carryforward | 9,960,339 | 9,190,629 |
Depreciation and Amortization expense | (416,944) | (286,240) |
Other temporary items | 68,520 | 0 |
Total deferred tax assets | 12,495,406 | 9,657,006 |
Less valuation Allowance | (12,495,406) | (9,657,006) |
Net deferred tax asset | $ 0 | $ 0 |
Note 9 - Capital Transactions_2
Note 9 - Capital Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 23, 2018 | Jul. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Feb. 23, 2018 | |
Common stock issued in connection with exercise of warrants | 325,125 | ||||||
Dividend | $ 2,900,000 | ||||||
Issuance of Stock for Services, value | 1,254,363 | $ 667,578 | |||||
Prepaid expense | $ 614,178 | 614,178 | 1,956,734 | ||||
Issuance of stock for cash , value | $ 6,522,125 | 7,200,000 | |||||
Share Price | $ 0.20 | $ 0.20 | |||||
Stock issued to settle Pacific Leaf royalty agreement, value | $ 131,000 | $ 1,040,000 | |||||
Stock options issued | 400,000 | 6,400,000 | |||||
Share-based Compensation Expense | $ 800,000 | $ 1,800,000 | |||||
Convertible Promissory Note | Principal | |||||||
Debt Instrument, Face Amount | $ 4,470,000 | 4,470,000 | |||||
Convertible Promissory Note | Interest | |||||||
Debt Instrument, Face Amount | $ 170,971 | 170,971 | |||||
Warrant | |||||||
Warrants issued to investors | 28,804,000 | 8,000,000 | |||||
Debt Instrument, Face Amount | 8,235,500 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | Company effected a temporary decrease in the exercise price of the warrants from $0.60 and $0.65, respectively, to $0.30 and $0.325 per share. | ||||||
Common Stock | |||||||
Exercise of warrants for stock, shares | $ 12,657,875 | $ 4,168,940 | |||||
Common stock issued | 12,332,750 | ||||||
Proceeds from common stock issued | $ 3,900,000 | ||||||
Issuance of Stock for Services, shares | 4,032,407 | 1,928,845 | |||||
Issuance of Stock for Services, value | $ 403 | $ 192 | |||||
Issuance of stock for cash, shares | 36,156,080 | 18,000,000 | |||||
Issuance of stock for cash , value | $ 3,616 | $ 1,800 | |||||
Stock issued to settle Pacific Leaf royalty agreement, value | $ 60 | $ 160 | |||||
Common Stock | Convertible Promissory Note | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,563,885 | ||||||
SylvaCap Media | Warrant | |||||||
Share Price | $ 0.1125 | $ 0.1125 | |||||
Number of warrants purchased | 2,000,000 | ||||||
Value of warrants | $ 244,000 | ||||||
Warrants expense | 81,333 | ||||||
Monthly consuting fee | $ 10,000 | ||||||
Number of restricted common stock issued | 4,000,000 | ||||||
EMLL Group | Warrant | |||||||
Share Price | 0.1125 | $ 0.1125 | |||||
Number of warrants purchased | 8,000,000 | ||||||
Value of warrants | $ 969,197 | ||||||
Warrants expense | $ 969,197 | ||||||
Pacific Leaf Ventures Lp | |||||||
Common stock issued | 600,000 | ||||||
Prepaid expense | $ 750,000 | ||||||
Private placement | |||||||
Issuance of stock for cash, shares | 35,878,302 | ||||||
Share Price | $ 0.60 | ||||||
Private placements description | On August 10, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 10,000,000 units at the price of $0.25 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of three years. On August 23, 2018, the Placement Agent’s Agreement was amended to increase the number of units offered by 10,000,000 to 20,000,000 in total, with no other changes to the agreement. Between August 10, 2018 and September 25, 2018, the Company received a total of $4.4 million in proceeds from the private placement, net of $0.6 million in brokerage fees and issued 20 million shares of its common stock and 20 million warrants to purchase one share of its common stock for a period of three years to the investors who participated in the private placement. •On December 4, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 15,000,000 units at the price of $0.20 per unit up to a total of $3 million. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of five years. On January 15, 2019, the Placement Agent’s Agreement was amended to decrease the unit price from $0.20 per unit to $0.15 per unit for a total of 20,000,000 units and decrease the exercise price of the warrants included in each unit from $0.60 to $0.30, applied retroactively to funds raised prior to the date of the amendment, with no other changes to the agreement. Between December 4, 2018 and March 31, 2019, the Company received a total of $2,072,125 in proceeds from the private placement, net of $309,620 in brokerage fees and issued 15,878,302 shares of its common stock and 15,878,302 warrants to purchase one share of its common stock at $0.30 per share. | ||||||
Number of warrant issued for compensation | 2,000,000 | ||||||
Warrant compensation expenses | $ 600,000 | ||||||
Warrants expiration date | Oct. 1, 2023 | ||||||
Investor | |||||||
Issuance of stock for cash, shares | 277,778 | ||||||
Share Price | $ 0.36 | $ 0.36 | |||||
Consultant | |||||||
Issuance of Stock for Services, shares | 4,032,407 | ||||||
Issuance of Stock for Services, value | $ 900,000 | ||||||
Prepaid expense | $ 300,000 | $ 300,000 | |||||
2014 Equity Incentive Plan | Employees | |||||||
Stock options issued | 400,000 | ||||||
Vesting period | 10 years | ||||||
2014 Equity Incentive Plan | Minimum | |||||||
Exercise price | $ 0.37 | $ 0.37 | |||||
2014 Equity Incentive Plan | Maximum | |||||||
Exercise price | $ 0.60 | $ 0.60 |
Note 9 - Capital Transactions_
Note 9 - Capital Transactions: Schedule of Warrants (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Outstanding, Beginning Balance | 65,883,062 | 32,932,413 |
Warrants issued | 47,878,302 | 51,284,000 |
Warrants exercised | (12,657,875) | (9,838,375) |
Warrants expired/cancelled | (1,312,500) | (8,494,976) |
Outstanding, Ending Balance | 99,790,989 | 65,883,062 |
Warrants exercised, Exercised Price | $ 0.20 | |
Warrants expired/cancelled, Exercised Price | 1 | |
Minimum | ||
Warrants issued, Exercised Price | $ 0.30 | 0.60 |
Warrants exercised, Exercised Price | 0.30 | 0.01 |
Warrants expired/cancelled, Exercised Price | 0.50 | |
Maximum | ||
Warrants issued, Exercised Price | 0.60 | 1 |
Warrants exercised, Exercised Price | 0.325 | $ 0.20 |
Warrants expired/cancelled, Exercised Price | $ 2 |
Note 10 - Employee Benefit Pl_3
Note 10 - Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Allocated Share-based Compensation Expense | $ 800,000 | $ 1,800,000 |
Growblox SciencesI nc 2007 Amended Stock Option Plan | ||
Number of Shares Authorized | 8,000,000 | |
S8 Registration Statement | ||
Number of Shares Authorized | 8,500,000 |
Note 10 - Employee Benefit Pl_4
Note 10 - Employee Benefit Plan: Schedule of Unrecognized Compensation Cost, Nonvested Awards (Details) - Employee Stock Option | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Unrecognized Compensation Cost ($) | $ 193,559 |
Weighted Averge Period (years) | 4 months 24 days |
Note 10 - Employee Benefit Pl_5
Note 10 - Employee Benefit Plan: Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Text Block [Abstract] | ||
Weighted-average volatility | 181.00% | 183.55% |
Expected term (in years) | 10 years | 10 years |
Risk-free interest rate | 2.74% | 2.02% |
Note 10 - Employee Benefit Pl_6
Note 10 - Employee Benefit Plan: Schedule of Stock Options Roll Forward (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | |||
Options, Outstanding, Beginning Balance | 13,033,334 | 6,950,000 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.28 | $ 0.26 | |
Options, Granted | 400,000 | 6,400,000 | |
Options, Granted, Weighted Average Exercise Price | $ 0.41 | $ 0.28 | |
Exercises of stock options, shares | 0 | (83,333) | |
Options, Exercised, Weighted Average Exercise Price | $ 0 | $ 0.32 | |
Options, Forfeited | (850,000) | (233,333) | |
Options, Forfeited, Weighted Average Exercise Price | $ 0.24 | $ 0.28 | |
Options, Outstanding, Ending Balance | 12,583,334 | 13,033,334 | 6,950,000 |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.28 | $ 0.28 | $ 0.26 |
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 2 months 5 days | 8 years 2 months 16 days | 8 years 18 days |
Options, Outstanding, Aggregate Intrinsic Value, Ending Balance | $ 43,000 | $ 2,646,723 | $ 627,890 |
Options, Fully Vested and Expected to Vest, Outstanding | 10,500,006 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.28 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 43,000 | ||
Options, Exercisable | 10,500,006 | ||
Options, Exercisable, Weighted Average Exercise Price | $ 0.28 | ||
Options, Exercisable, Aggregate Intrinsic Value | $ 43,000 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details) - LSU AgCenter | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Annual Research Investments | |
Other Commitment | $ 1,500,000 |
Research and Development Expense | 500,000 |
Minimum Financial Contribution | |
Other Commitment | $ 3,400,000 |
Gross receipts, commission | 10.00% |
Note 12 - Deposits and Prepay_2
Note 12 - Deposits and Prepayments (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | May 09, 2019 | Mar. 31, 2018 | |
Deposits and prepayment balances | $ 1,200,000 | $ 1,500,000 | |
NVPURE | |||
Refund of deposit | $ 300,000 | ||
LSU | |||
Proceeds from Other Deposits | $ 300,000 |
Note 13 - Related Party Trans_2
Note 13 - Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Quantum Shop | ||
Related Party Transaction, Amounts of Transaction | $ 1,100,000 | $ 1,300,000 |
Electrum Partners LLC | ||
Related Party Transaction, Amounts of Transaction | $ 153,329 | $ 75,562 |
Stock Issued During Period, Shares, Issued for Services | 432,407 | 499,102 |
Restricted stock expenses | $ 122,363 | |
Electrum Partners LLC | Consulting Agreement | ||
Initial periodic compensation payment | 5,000 | |
Value of additional restricted stock | $ 10,000 | |
Edibles Production Agreement | Minimum | ||
Royalty rates | 20.00% | |
Edibles Production Agreement | Maximum | ||
Royalty rates | 25.00% | |
Edibles Production Agreement | Credit Line Promissory Note | ||
Line of Credit Facility, Current Borrowing Capacity | $ 300,000 | |
THC | ||
Advance from related party | 253,034 | |
Capitalization of fair value of machinery and equipment | 139,411 | |
Other expense | $ 113,623 |
Note 14 - Concentrations (Detai
Note 14 - Concentrations (Details) | 12 Months Ended |
Mar. 31, 2019 | |
Revenue | First Customer | |
Concentration Risk, Percentage | 10.10% |
Revenue | Second Customer | |
Concentration Risk, Percentage | 10.10% |
Accounts Receivable | First Customer | |
Concentration Risk, Percentage | 21.40% |
Accounts Receivable | Second Customer | |
Concentration Risk, Percentage | 11.10% |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details) - USD ($) | Jun. 12, 2019 | Jun. 06, 2019 | Apr. 23, 2019 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 05, 2019 | Aug. 23, 2018 |
Warrants issued | 47,878,302 | 51,284,000 | |||||||
Share Price | $ 0.20 | ||||||||
Accrued interest | $ 175,878 | $ 175,878 | $ 142,112 | $ 175,878 | |||||
Private placement | |||||||||
Share Price | $ 0.60 | ||||||||
Investors | Private placement | |||||||||
Proceeds from private placement | $ 621,754 | ||||||||
Warrants issued | 3,668,167 | 70,500,000 | |||||||
Common stock issued | 3,668,167 | ||||||||
Warrants exercise price | $ 0.30 | ||||||||
Decrease in exercise price of warrants | $ 0.10 | ||||||||
Exercise of warrants | 1,957,500 | ||||||||
Proceeds from Warrant Exercises | $ 195,750 | ||||||||
Investors | Private placement | Minimum | |||||||||
Warrants exercise price | $ 0.30 | ||||||||
Investors | Private placement | Maximum | |||||||||
Warrants exercise price | $ 0.65 | ||||||||
Subsequent Event | CSW Ventures | |||||||||
Debt Instrument, Face Amount | $ 141,863 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Additional loan | $ 100,000 | ||||||||
Accrued interest | $ 41,863 | ||||||||
Subsequent Event | Note Purchase Agreement | Iliad Research and Trading | |||||||||
Debt Instrument, Face Amount | $ 2,765,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Maturity Date | Apr. 22, 2020 | ||||||||
Share Price | $ 0.17 | ||||||||
Original issue discount | $ 265,000 | ||||||||
Subsequent Event | Placement Agents Agreement | |||||||||
Maximum offering increasing | 3,500,000 | ||||||||
Subsequent Event | Cancellation of Agreement | SylvaCap Media | |||||||||
Payment of cancellation fee | $ 135,000 | ||||||||
Remaining number of shares | 2,000,000 |
Note 16 - Non-Controlling Int_2
Note 16 - Non-Controlling Interest (Details) - USD ($) | Feb. 12, 2019 | May 23, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Membership interest | $ 8,855,757 | $ 2,882,990 | ||
Wellcana | Operating Agreement | ||||
Membership interest Percentage | 15.00% | |||
Membership interest | $ 3,000,000 | |||
Additional membership interest Purchase | 35.00% | |||
Membership interest rate | 5.00% | |||
Additional membership interest Contribution | $ 1,000,000 | $ 7,000,000 | ||
Total membership interest Percentage | 49.99% |
Note 17 - Formation of GBS Gl_2
Note 17 - Formation of GBS Global Biopharma (Details) - Asset Purchase Agreement - GBS Global Biopharma | Mar. 15, 2019USD ($) |
Promissory note | $ 1,435,700 |
Liabilities assumed | 475,586 |
Net liabilities assumed | $ 1,435,700 |