PROSPECTUS SUPPLEMENT
(To Prospectus dated June 27, 2013)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187824
STEVIA FIRST CORP.
PROSPECTUS
3,676,472 Shares of Common Stock
Series A Warrants to Purchase up to 3,676,472 Shares of Common Stock
Series B Warrants to Purchase up to 3,676,472 Shares of Common Stock
Series C Warrants to Purchase up to 3,676,472 Shares of Common Stock
11,029,416 Shares of Common Stock Underlying the Warrants
This Prospectus Supplement No. 1 supplements our prospectus dated June 27, 2013 (which was contained in our Registration Statement on Form S-1 (File No. 333-187824)) (the “Prospectus”) with the following attached documents:
A. Quarterly Report on Form 10-Q dated August 13, 2013
The attached information amends and supplements certain information contained in the Prospectus. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement.
Our common stock is traded on the OTC Markets Group Inc.’s OTCQB tier under the symbol “STVF”. On August 16, 2013 the closing price of our common stock was $0.35 per share. There is no established public trading market for the warrants being offered pursuant to the Prospectus, as supplemented, and we do not intend to apply for listing of the warrants on any securities exchange and do not expect that the warrants will be quoted on the OTCQB or any other over the counter market.
Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors for our common stock, which are described in the Prospectus, as supplemented.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 1 is August 19, 2013
INDEX TO FILINGS
Annex | |
Quarterly Report on Form 10-Q dated August 13, 2013 | A |
Nevada | 75-3268988 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization ) | ||
5225 Carlson Rd. | ||
Yuba City, CA | 95993 | |
(Address of principal executive offices) | (Zip Code) |
(530) 231-7800 |
Registrant’s telephone number, including area code |
Large accelerated filer¨ | Accelerated filer¨ | ||
Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller reporting company x | ||
PART I - FINANCIAL INFORMATION | 3 |
Item 1. Unaudited Financial Statements | 3 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 21 |
Item 4. Controls and Procedures | 22 |
PART II - OTHER INFORMATION | 23 |
Item 1. Legal Proceedings | 23 |
Item 1A. Risk Factors | 23 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
Item 6. Exhibits | 23 |
CONDENSED UNAUDITED BALANCE SHEETS | 4 |
CONDENSED UNAUDITED STATEMENTS OF OPERATIONS | 5 |
CONDENSED UNAUDITED STATEMENTS OF STOCKHOLDERS’ DEFICIT | 6 |
CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS | 7 |
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS | 8 |
June 30, | March 31, | ||||||
2013 | 2013 | ||||||
(unaudited) | |||||||
Assets | |||||||
Current Assets | |||||||
Cash | $ | 1,166,254 | $ | 392,483 | |||
Security deposit | 2,500 | 2,500 | |||||
Prepaid expenses | 8,751 | 9,073 | |||||
Current portion of advance payment on related party lease | 104,166 | 125,000 | |||||
Total Current Assets | 1,281,671 | 529,056 | |||||
Advance payment on related party lease, net of current portion | - | 10,417 | |||||
Total Assets | $ | 1,281,671 | $ | 539,473 | |||
Liabilities and Stockholders' Deficit | |||||||
Current Liabilities | |||||||
Accounts payable and accrued liabilities | $ | 182,516 | $ | 112,263 | |||
Accounts payable - Related Party | 14,111 | 6,930 | |||||
Accrued interest | - | 9,375 | |||||
Derivative liability | 1,462,607 | 398,603 | |||||
Total Current Liabilities | 1,659,234 | 527,171 | |||||
Convertible Notes Payable | 762,500 | 955,000 | |||||
Less discount | (190,226) | (374,592) | |||||
Convertible notes payable, net of discount | 572,274 | 580,408 | |||||
Total liabilities | 2,231,508 | 1,107,579 | |||||
Stockholders' Deficit | |||||||
Common stock, par value $0.001 per share; | |||||||
525,000,000 shares authorized; 59,784,168 and 55,659,102 shares issued and outstanding | 59,784 | 55,659 | |||||
Unvested, issued common stock | (146,250) | (157,500) | |||||
Additional paid-in-capital | 4,209,971 | 3,707,772 | |||||
Deficit accumulated during the development stage | (5,073,342) | (4,174,037) | |||||
Total stockholders' deficit | (949,837) | (568,106) | |||||
Total liabilities and stockholders' deficit | $ | 1,281,671 | $ | 539,473 |
From July 1, | ||||||||||
2007 | ||||||||||
Three Months Ended | (Inception) to | |||||||||
June 30, | June 30, | |||||||||
2013 | 2012 | 2013 | ||||||||
Revenue | $ | - | $ | - | $ | - | ||||
Operating expenses: | ||||||||||
General and administrative | 726,196 | 374,737 | 4,257,112 | |||||||
Rent and other related party costs | 41,150 | 26,933 | 209,400 | |||||||
Research and development | 123,239 | - | 377,961 | |||||||
Total operating expenses | 890,585 | 401,670 | 4,844,473 | |||||||
Loss from operations | (890,585) | (401,670) | (4,844,473) | |||||||
Other income (expenses) | ||||||||||
Interest expense | (193,741) | (24,937) | (564,726) | |||||||
Change in fair value of derivative liability | 185,021 | - | 309,876 | |||||||
Cost of Offering | - | - | (78,458) | |||||||
Gain on settlement of debt | 107,004 | |||||||||
Foreign currency translation | - | 99 | (2,565) | |||||||
Net loss | $ | (899,305) | $ | (426,508) | $ | (5,073,342) | ||||
Loss per share - basic and diluted | $ | (0.02) | $ | (0.01) | ||||||
Weighted average number of common shares outstanding- basic and diluted | 56,036,546 | 51,954,871 |
Deficit | |||||||||||||||||||
Accumulated | Unvested, | ||||||||||||||||||
Additional | During the | issued | |||||||||||||||||
Common Stock | Paid-in- | Development | Common | ||||||||||||||||
Description | Shares | Amount | Capital | Stage | Stock | Total | |||||||||||||
Balance- March 31, 2013 | 55,659,102 | $ | 55,659 | $ | 3,707,772 | $ | (4,174,037) | $ | (157,500) | $ | (568,106) | ||||||||
Sale of common stock and warrants at $0.34 per unit, net of derivative value of warrants | 3,676,472 | 3,676 | (119,451) | - | - | (115,775) | |||||||||||||
Common stock issued upon conversion of notes payable | 427,778 | 428 | 192,072 | - | - | 192,500 | |||||||||||||
Common stock issued to employees and director, unvested | - | - | - | - | 11,250 | 11,250 | |||||||||||||
Common stock issued as payment of accrued interest | 20,816 | 21 | 18,729 | - | - | 18,750 | |||||||||||||
Stock based compensation | - | - | 410,849 | - | - | 410,849 | |||||||||||||
Net loss | - | - | - | (899,305) | - | (899,305) | |||||||||||||
Balance- June 30, 2013 (unaudited) | 59,784,168 | $ | 59,784 | $ | 4,209,971 | $ | (5,073,342) | $ | (146,250) | $ | (949,837) |
From July 1, 2007 | ||||||||||
Three Months Ended | (Inception) to | |||||||||
June 30, | June 30, | |||||||||
2013 | 2012 | 2013 | ||||||||
Operating activities | ||||||||||
Net loss | $ | (899,305) | $ | (426,508) | $ | (5,073,342) | ||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||
expenses paid on behalf of the Company by third party | - | - | 5,000 | |||||||
Stock based compensation | 422,099 | 168,650 | 2,235,121 | |||||||
Gain on settlement of debt | - | - | (107,004) | |||||||
Financing cost | - | - | 78,458 | |||||||
Change in fair value of derivative liability | (185,021) | - | (309,876) | |||||||
Amortization of debt discount | 184,366 | - | 487,178 | |||||||
Cancellation of fees applied to option exercise price | - | - | 196,000 | |||||||
Prepaid expenses | 322 | (228,267) | (8,751) | |||||||
Advance payment on related party lease | 31,251 | - | (104,166) | |||||||
Accrued interest | 9,375 | (19,130) | 65,458 | |||||||
Accounts payable - related party | 7,181 | (1,370) | 14,112 | |||||||
Accounts payable and accrued liabilities | 70,253 | (25,428) | 177,516 | |||||||
Net cash used in operating activities | (359,479) | (532,052) | (2,344,296) | |||||||
Financing activities | ||||||||||
Loans from third party | - | 456,992 | 196,800 | |||||||
Proceeds from issuance of convertible notes | - | - | 1,320,000 | |||||||
Proceeds from exercise of options | - | - | 213,000 | |||||||
Shares sold | 1,133,250 | 435,000 | 1,783,250 | |||||||
Net cash provided by financing activities | 1,133,250 | 891,992 | 3,513,050 | |||||||
Investing activities | ||||||||||
Security deposit | - | - | (2,500) | |||||||
Net cash used in investing activities | - | - | (2,500) | |||||||
Net increase in cash | 773,771 | 359,940 | 1,166,254 | |||||||
Cash and cash equivalent - beginning of period | 392,483 | 532,206 | - | |||||||
Cash and cash equivalent - end of period | $ | 1,166,254 | $ | 892,146 | $ | 1,166,254 | ||||
Supplemental disclosure of cash flow information: | $ | - | ||||||||
Cash paid during the period for: | ||||||||||
Interest | $ | 12,075 | $ | - | $ | 12,075 | ||||
Income taxes | $ | - | $ | - | $ | - | ||||
Non-cash activities: | ||||||||||
Loan (expenses paid on behalf of the Company by third party) | $ | - | $ | - | $ | (5,000) | ||||
Issuance of common stock upon conversion of notes payable and accrued interest | $ | 211,250 | $ | - | $ | 767,754 | ||||
Fair value of beneficial conversion feature of convertible notes | $ | - | $ | - | $ | 177,404 | ||||
Fair value of warrants issued with convertible debentures, recognized as a note | $ | - | $ | - | $ | 500,000 | ||||
Fair value of warrants issued with common stock recorded as derivative liability | $ | 1,249,025 | $ | - | $ | 1,249,025 |
Level 1 | Quoted prices in active markets for identical assets or liabilities. |
Level 2 | Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. |
Level 3 | Unobservable inputs based on the Company’s assumptions. |
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Fair value of Derivative Liability | $ | - | $ | 1,462,607 | $ | - | $ | 1,462,607 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Fair value of Derivative Liability | $ | - | $ | 398,603 | $ | - | $ | 398,603 |
June 30, 2013 | March 31, 2013 | ||||||
Subordinated unsecured convertible notes payable, interest at 6% per annum payable semi-annually | $ | 625,000 | $ | 625,000 | |||
Convertible notes payable | 137,500 | 330,000 | |||||
Total convertible notes | 762,500 | 955,000 | |||||
Less: note discount | (190,226) | (374,592) | |||||
Convertible notes payable, net of note discount | $ | 572,274 | $ | 580,408 |
June 30, 2013 | At Date of Issuance | March 31, 2013 | ||||||||
Exercise Price | $ | 0.34-0.60 | $ | 0.63 - $0.60 | $ | 0.50 | ||||
Stock Price | $ | 0.35 | $ | 0.35 | $ | 0.45 | ||||
Risk-free interest rate | 2.52 | % | 2.52 | % | 0.25 | % | ||||
Expected volatility | 78.7 | % | 78.7 | % | 123.68 | % | ||||
Expected life (in years) | 4.5-5 years | 5.0 years | 4.5 years | |||||||
Expected dividend yield | 0 | 0 | 0 | |||||||
Fair Value: | $ | 1,462,607 | $ | 1,249,025 | $ | 398,603 |
Shares | Weighted Average Exercise Price | ||||||
Balance at March 31, 2013 | 2,275,000 | $ | 0.16 | ||||
Granted | 1,500,000 | 0.40 | |||||
Exercised | - | ||||||
Cancelled | (100,000) | 0.42 | |||||
Balance outstanding at June 30, 2013 | 3,675,000 | $ | 0.26 | ||||
Balance exercisable at June 30,2013 | 2,800,000 | $ | 0.28 |
Number of options | Weighted Average Exercise Price | Weighted Average Grant-date Stock Price | |||||||
Options Outstanding, June 30, 2013 | 1,650,000 | $ | 0.10 | $ | 1.00 | ||||
100,000 | $ | 0.27 | $ | 0.27 | |||||
300,000 | $ | 0.28 | $ | 0.27 | |||||
1,500,000 | $ | 0.40 | $ | 0.40 | |||||
125,000 | $ | 0.42 | $ | 0.42 | |||||
3,675,000 | |||||||||
Exercisable, June 30, 2013 | 1,075,000 | $ | 0.10 | $ | 1.00 | ||||
25,000 | $ | 0.27 | $ | 0.27 | |||||
200,000 | $ | 0.28 | $ | 0.27 | |||||
1,500,000 | $ | 0.40 | $ | 0.40 | |||||
2,800,000 |
Shares | Weighted Average Exercise Price | ||||||
Balance at March 31, 2013 | 1,080,000 | $ | 0.50 | ||||
Granted | 11,323,601 | 0.50 | |||||
Exercised | - | ||||||
Cancelled | - | $ | - | ||||
Balance outstanding at June 30, 2013 | 12,403,601 | $ | 0.50 | ||||
Balance exercisable at June 30, 2013 | 12,403,601 |
Exhibit Number | Description of Exhibit | |
4.1 | Form of Series A/B/C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2013) | |
10.1 | Amendment No. 1 to the Stevia First Corp, 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Stevia First Corp.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 20, 2013) | |
10.2 | Placement Agent Agreement, dated April 30, 2013, by and between Stevia First Corp. and H.C. Wainwright & Co. (incorporated by reference to Exhibit 1.1 to Stevia First Corp.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on June 4, 2013) | |
10.3 | Securities Purchase Agreement, dated June 25, 2013, by and among Stevia First Corp. and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2013) | |
31.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
32.1*† | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance Document *† | |
101.SCH | XBRL Taxonomy Extension Schema Document *† | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase *† | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document *† | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document *† | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document *† |
By: | /s/ Robert Brooke |
Robert Brooke | |
Chief Executive Officer | |
(Principal Executive Officer and Principal Financial and Accounting Officer) | |
Date: August 13, 2013 |
Exhibit Number | Description of Exhibit | |
4.1 | Form of Series A/B/C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2013) | |
10.1 | Amendment No. 1 to the Stevia First Corp, 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Stevia First Corp.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 20, 2013) | |
10.2 | Placement Agent Agreement, dated April 30, 2013, by and between Stevia First Corp. and H.C. Wainwright & Co. (incorporated by reference to Exhibit 1.1 to Stevia First Corp.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on June 4, 2013) | |
10.3 | Securities Purchase Agreement, dated June 25, 2013, by and among Stevia First Corp. and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2013) | |
31.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
32.1*† | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance Document *† | |
101.SCH | XBRL Taxonomy Extension Schema Document *† | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase *† | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document *† | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document *† | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document *† |