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. 2 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 November 5, 2013 |
The attached information amends and supplements certain information contained in the Prospectus. This Prospectus Supplement No. 2 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 November 5, 2013 the closing price of our common stock was $0.46 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. 2 is November 7, 2013
INDEX TO FILINGS
Annex | |
Quarterly Report on Form 10-Q dated November 5, 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 ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
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 | 17 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 23 |
Item 4. Controls and Procedures | 23 |
PART II - OTHER INFORMATION | 25 |
Item 1. Legal Proceedings | 25 |
Item 1A. Risk Factors | 25 |
Item 6. Exhibits | 25 |
2 | ||
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 |
3 | ||
September 30, | March 31, | ||||||
2013 | 2013 | ||||||
(unaudited) | |||||||
Assets | |||||||
Current Assets | |||||||
Cash | $ | 551,318 | $ | 392,483 | |||
Security deposit | 2,500 | 2,500 | |||||
Prepaid expenses | 10,473 | 9,073 | |||||
Current portion of advance payment on related party lease | 72,917 | 125,000 | |||||
Total Current Assets | 637,208 | 529,056 | |||||
Advance payment on related party lease, net of current portion | - | 10,417 | |||||
Total Assets | $ | 637,208 | $ | 539,473 | |||
Liabilities and Stockholders' Deficit | |||||||
Current Liabilities | |||||||
Accounts payable and accrued liabilities | $ | 111,173 | $ | 112,263 | |||
Accounts payable - Related Party | 2,611 | 6,930 | |||||
Accrued interest | 9,375 | 9,375 | |||||
Derivative liability | 1,369,517 | 398,603 | |||||
Total Current Liabilities | 1,492,676 | 527,171 | |||||
Convertible Notes Payable | 762,500 | 955,000 | |||||
Less discount | (158,254) | (374,592) | |||||
Convertible notes payable, net of discount | 604,246 | 580,408 | |||||
Total liabilities | 2,096,922 | 1,107,579 | |||||
Stockholders' Deficit | |||||||
Common stock, par value $0.001 per share; | |||||||
525,000,000 shares authorized; 59,884,168 and 55,659,102 shares issued and outstanding | 59,884 | 55,659 | |||||
Unvested, issued common stock | (165,471) | (157,500) | |||||
Additional paid-in-capital | 4,500,895 | 3,707,772 | |||||
Deficit accumulated during the development stage | (5,855,022) | (4,174,037) | |||||
Total stockholders' deficit | (1,459,714) | (568,106) | |||||
Total liabilities and stockholders' deficit | $ | 637,208 | $ | 539,473 |
4 | ||
From July 1, | ||||||||||||||||
2007 | ||||||||||||||||
Three Months Ended | Six Months Ended | (Inception) to | ||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||
Operating expenses: | ||||||||||||||||
General and administrative | 701,318 | 797,939 | 1,427,514 | 1,083,586 | 4,958,430 | |||||||||||
Rent and other related party costs | 31,950 | 39,517 | 73,100 | 66,450 | 241,350 | |||||||||||
Research and development | 100,156 | - | 223,395 | 89,090 | 478,117 | |||||||||||
Total operating expenses | 833,424 | 837,456 | 1,724,009 | 1,239,126 | 5,677,897 | |||||||||||
Loss from operations | (833,424) | (837,456) | (1,724,009) | (1,239,126) | (5,677,897) | |||||||||||
Other income (expenses) | ||||||||||||||||
Interest expense | (41,346) | (28,016) | (235,087) | (52,953) | (606,072) | |||||||||||
Change in fair value of derivative liability | 93,090 | - | 278,111 | - | 402,966 | |||||||||||
Cost of Offering | - | - | - | - | (78,458) | |||||||||||
Gain on settlement of debt | - | - | 107,004 | 107,004 | ||||||||||||
Foreign currency translation | - | (301) | - | (202) | (2,565) | |||||||||||
Net loss | $ | (781,680) | $ | (865,773) | $ | (1,680,985) | $ | (1,185,277) | $ | (5,855,022) | ||||||
Loss per share - basic and diluted | $ | (0.01) | $ | (0.02) | $ | (0.03) | $ | (0.02 | ||||||||
Weighted average number of common shares outstanding- basic and diluted | 59,784,168 | 52,625,421 | 57,898,055 | 52,291,978 |
5 | ||
Deficit | ||||||||||||||||||||
Unvested, | Accumulated | |||||||||||||||||||
Additional | Issued | During the | ||||||||||||||||||
Common Stock | Paid-in- | Common | Development | |||||||||||||||||
Description | Shares | Amount | Capital | Stock | Stage | Total | ||||||||||||||
Balance- March 31, 2013 | 55,659,102 | $ | 55,659 | $ | 3,707,772 | $ | (157,500) | $ | (4,174,037) | $ | (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 | 100,000 | 100 | 35,900 | (7,971) | - | 28,029 | ||||||||||||||
Common stock issued as payment of accrued interest | 20,816 | 21 | 18,729 | - | - | 18,750 | ||||||||||||||
Stock based compensation | - | - | 665,873 | - | - | 665,873 | ||||||||||||||
Net loss | - | - | - | - | (1,680,985) | (1,680,985) | ||||||||||||||
Balance- September 30, 2013 (unaudited) | 59,884,168 | $ | 59,884 | $ | 4,500,895 | $ | (165,471) | $ | (5,855,022) | $ | (1,459,714) |
6 | ||
From July 1, 2007 | ||||||||||
Six Months Ended | (Inception) to | |||||||||
September 30, | September 30, | |||||||||
2013 | 2012 | 2013 | ||||||||
Operating activities | ||||||||||
Net loss | $ | (1,680,985) | $ | (1,185,277) | $ | (5,855,022) | ||||
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 | 693,902 | 581,923 | 2,506,925 | |||||||
Gain on settlement of debt | - | (107,004) | (107,004) | |||||||
Financing cost | - | - | 78,458 | |||||||
Change in fair value of derivative liability | (278,111) | - | (402,966) | |||||||
Amortization of debt discount | 216,338 | 29,567 | 519,150 | |||||||
Cancellation of fees applied to option exercise price | - | - | 196,000 | |||||||
Prepaid expenses | (1,400) | (95,386) | (10,473) | |||||||
Advance payment on related party lease | 62,500 | (197,917) | (72,917) | |||||||
Accrued interest | 18,750 | 11,311 | 74,833 | |||||||
Accounts payable - related party | (4,319) | (8,493) | 2,611 | |||||||
Accounts payable and accrued liabilities | (1,090) | 88,560 | 106,173 | |||||||
Net cash used in operating activities | (974,415) | (882,716) | (2,959,232) | |||||||
Financing activities | ||||||||||
Proceeds from issuance of promissory notes | - | 425,000 | 196,800 | |||||||
Proceeds from issuance of convertible notes, net | - | - | 1,320,000 | |||||||
Proceeds from exercise of options | - | 35,000 | 213,000 | |||||||
Proceeds from sale of common stock, net | 1,133,250 | 425,000 | 1,783,250 | |||||||
Net cash provided by financing activities | 1,133,250 | 885,000 | 3,513,050 | |||||||
Investing activities | ||||||||||
Security deposit | - | - | (2,500) | |||||||
Net cash used in investing activities | - | - | (2,500) | |||||||
Net increase in cash | 158,835 | 1,284 | 551,318 | |||||||
Cash and cash equivalent - beginning of period | 392,483 | 532,206 | - | |||||||
Cash and cash equivalent - end of period | $ | 551,318 | $ | 533,490 | $ | 551,318 | ||||
Supplemental disclosure of cash flow information: | $ | - | ||||||||
Cash paid during the period for: | ||||||||||
Interest | $ | 12,075 | $ | - | $ | 12,075 | ||||
Income taxes | $ | - | $ | - | $ | - | ||||
Non-cash activities: | ||||||||||
Fair value of warrants issued with common stock recorded as derivative liability | $ | 1,249,025 | $ | - | $ | 1,249,025 | ||||
Cancellation of accounts payable applied to option exercise price | $ | - | $ | 140,000 | $ | 140,000 | ||||
Issuance of common stock upon conversion of convertible and promissory notes payable and accrued interest | $ | 211,250 | $ | 107,004 | $ | 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 | ||||
Loan (expenses paid on behalf of Company by third party) | $ | - | $ | - | $ | (5,000) |
7 | ||
8 | ||
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 | $ | - | $ | 1,369,517 | $ | - | $ | 1,369,517 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Fair value of Derivative Liability | $ | - | $ | 398,603 | $ | - | $ | 398,603 |
9 | ||
September 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 | (158,254) | (374,592) | |||||
Convertible notes payable, net of note discount | $ | 604,246 | $ | 580,408 |
10 | ||
11 | ||
September 30, 2013 | At Date of Issuance | March 31, 2013 | |||||||||||
Exercise Price | $ | 0.34-0.60 | $ | 0.40 - $0.60 | $ | 0.50 | |||||||
Stock Price | $ | 0.35 | $ | 0.35 | $ | 0.45 | |||||||
Risk-free interest rate | .02-1.295 | % | 2.52 | % | 0.25 | % | |||||||
Expected volatility | 78.7 | % | 78.7 | % | 123.68 | % | |||||||
Expected life (in years) | 0.25-4.75 years | 0.50 - 5.0 years | 4.5 years | ||||||||||
Expected dividend yield | 0 | 0 | 0 | ||||||||||
Fair Value: | $ | 1,369,517 | $ | 1,249,025 | $ | 398,603 |
12 | ||
Shares | Weighted Average Exercise Price | ||||||
Balance at March 31, 2013 | 2,275,000 | $ | 0.16 | ||||
Granted | 3,300,000 | 0.39 | |||||
Exercised | - | ||||||
Cancelled | (100,000) | 0.42 | |||||
Balance outstanding at September 30, 2013 | 5,475,000 | $ | 0.26 | ||||
Balance exercisable at September 30, 2013 | 3,850,000 | $ | 0.28 |
Number of options | Weighted Average Exercise Price | Weighted Average Grant-date Stock Price | ||||||||
Options Outstanding, September 30, 2013 | 1,650,000 | $ | 0.10 | $ | 1.00 | |||||
100,000 | $ | 0.27 | $ | 0.27 | ||||||
300,000 | $ | 0.28 | $ | 0.27 | ||||||
1,500,000 | $ | 0.32 | $ | 0.32 | ||||||
300,000 | $ | 0.35 | $ | 0.35 | ||||||
1,500,000 | $ | 0.40 | $ | 0.40 | ||||||
125,000 | $ | 0.42 | $ | 0.42 | ||||||
5,475,000 | ||||||||||
Exercisable, September 30, 2013 | 1,075,000 | $ | 0.10 | $ | 1.00 | |||||
25,000 | $ | 0.27 | $ | 0.27 | ||||||
200,000 | $ | 0.28 | $ | 0.27 | ||||||
1,000,000 | $ | 0.32 | $ | 0.32 | ||||||
50,000 | $ | 0.35 | $ | 0.35 | ||||||
1,500,000 | $ | 0.40 | $ | 0.40 | ||||||
3,850,000 |
13 | ||
14 | ||
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 September 30, 2013 | 12,403,601 | $ | 0.50 | ||||
Balance exercisable at September 30, 2013 | 12,403,601 |
15 | ||
16 | ||
17 | ||
18 | ||
19 | ||
20 | ||
21 | ||
22 | ||
23 | ||
24 | ||
Exhibit Number | Description of Exhibit | |
10.1 | Amendment to License Agreement, dated October 10, 2013 by and between Stevia First Corp. and Vineland Research and Innovation Centre, Inc. (incorporated by reference to Exhibit 10.1 to Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 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 |
25 | ||
By: | /s/ Robert Brooke | |
Robert Brooke | ||
Chief Executive Officer | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) | ||
Date: November 5, 2013 |
26 | ||
Exhibit Number | Description of Exhibit | |
10.1 | Amendment to License Agreement, dated October 10, 2013 by and between Stevia First Corp. and Vineland Research and Innovation Centre, Inc. (incorporated by reference to Exhibit 10.1 to Stevia First Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 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 |
27 | ||
1. | I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2013 of Stevia First Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Robert Brooke | |||
By: | Robert Brooke | ||
Title: | Chief Executive Officer | ||
(Principal Executive and Financial and Accounting Officer) |
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
/s/ Robert Brooke | |||
Robert Brooke | |||
Chief Executive Officer | |||
(Principal Executive Officer and | |||
Principal Financial and Accounting Officer) | |||
Date: November 5, 2013 | |||