Subsequent Events | 6. Subsequent Events Amendment 2 to License with Cytocom Inc. (which is now Statera Biopharma Inc.) In December 2013, the Company formed Cytocom Inc., which changed its name to Statera Biopharma Inc. (“Statera”) or STAB, on September 1, 2021, as a subsidiary of the Company, and transferred rights, titles and interests to the Company as follows: (i) Patents, patent applications, and all divisional, continuations and continuations-in-part thereof, together with all reissues, reexaminations, renewals, and extensions thereof and all rights to obtain such divisional, continuations and continuations-in-part, reissues, reexaminations, renewals and extensions, and all utility models and statutory invention registrations and any other such analogous rights. (ii) Trademarks, service marks, internet domain names, trade dress, trade styles, logos, trade names, services names, brand names, corporate names, assumed business names and general intangibles and other source identifiers of a like nature, together with the goodwill associated with any of the foregoing, and all registrations and applications for registrations thereof, together with all renewals and extensions thereof and all rights to obtain such renewals and extensions. (iii) Copyrights, mask work rights, database and design rights, moral rights and rights in internet websites, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions. (iv) Confidential and proprietary information, including, trade secrets and know-how. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with STAB. The Restated Agreement restates the licensing arrangement between the Company and STAB and grants the Company distribution and marketing rights for Lodonal™ and meta enkephalin (MENK) for humans in certain emerging markets. In addition, the Company was granted the rights to distribute and market Lodonal™ and MENK for animal use in the United States. The royalty due to STAB was reduced from 5 1 On April 8, 2019, the Company signed a second amendment to its licensing agreement (the “Second Amendment”) with STAB. The Second Amendment confirmed that, (as of its effective date December 31, 2018) the Company owned 15.57 On May 13, 2020, the Company and STAB entered into an Amendment to the Second Amendment (“Third Amendment”) that was effective December 31, 2018. The Third Amendment provides STAB with the Company’s previously licensed rights for LDN and MENK in emerging markets. The original terms for consideration for the sublicense were not finalized until August 12, 2020, at which time STAB and the Company signed a letter agreement in which STAB agreed to assume a combination of defaulted notes plus certain other liabilities. Such terms were amended, and the Company agreed to transfer all the rights, title, and interests to STAB in technology licensed from Penn State Research Foundation (“ PSU On July 20, 2021, STAB and the Company agreed to modify the terms of the original sublicense. The renegotiated terms are presented below. The assignment of the notes and associated accrued interest and penalties in default was fully executed in the third quarter of 2020 with the transfer of the notes upon the creditors’ signoff. The Company recognized a gain upon the assignment of these notes in the third quarter of 2020. Consideration for License to STAB as of December 31, 2022: Schedule of Consideration Consideration / Assumption of: Notes and associated accrued interest in default $ 3,302,209 Accounts payable and accruals 230,000 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 4,642,776 Recognized through December 31, 2020 (3,302,209 ) To Be Recognized upon Execution $ 1,340,567 As of December 31, 2022, the Notes transaction has not been fully executed. The notes in default have been assigned and the transfer signed off by the creditors, but STAB still has not completed the assumption of the agreed upon obligations. On March 24, 2023, the Company and STAB entered into an amendment to the licensing agreement (“Third License Amendment”). This agreement is subject to approval of the United States Bankruptcy Court for the District of Colorado, which is the process of reviewing the involuntary petition commenced against STAB on August 16, 2022. The Third License Amendment: ● Restates the licensing arrangement between the Company and STAB and grants the Company manufacturing, distribution and marketing rights for LDN and MENK in humans for all indications except Crohn’s Disease (worldwide), and in animals (US only). ● Grants the Company the right grant sublicenses to third parties for the manufacturing, distribution and marketing of these products. ● Updates the royalty rates as follows: Schedule of Royalty Rate Annual Sales of Royalty Qualifying Licensed Products Royalty Rate <$500,000,000 2 % 500,000,000 to < $1,000,000,000 4 % > $1,000,000,000) 6 % The Company anticipates the Third License Amendment to be approved by the United States Bankruptcy Court. Second Extension to License Agreement with TaiwanJ Pharmaceuticals On September 30, 2022, the Company entered into an Intellectual Property License Agreement (the “Agreement”) with TaiwanJ Pharmaceuticals Co. Ltd., a Taiwanese corporation (“TaiwanJ”), pursuant to which TaiwanJ granted the Company an exclusive, royalty-bearing license, including the right to grant sublicenses, to commercialize and sell TaiwanJ’s pharmaceutical products including naltrexone, or any other small molecule composition that either alone or in combination can be formulated and used in humans to show anti-fibrotic, immune-modulating, and/or anti-inflammatory effects for the treatments of various diseases, (the “Products”). Pursuant to the terms of the Agreement, the Company was to provide a non-refundable, up-front payment of $ 500,000 On January 5, 2023, the Company entered into an agreement to extend the up-front payment due date under the Intellectual Property Licensing Agreement (the “Extension”) with TaiwanJ Pharmaceuticals Co. Ltd. Pursuant to the Extension, the Company issued 250,000 On March 27, 2023, the Company paid $ 150,000 500,000 On April 13, 2023, The Company entered into a second extension to the Intellectual Property License Agreement (the “Second Extension”) with TaiwanJ Pharmaceuticals Co. Ltd. Pursuant to the Second Extension, the Company has agreed to make a $ 100,000 250,000 250,000 May 31, 2023 1.5 Other Subsequent Events On April 11, 2023, The Company entered into a second amendment to the promissory note agreement with investor Ira Gaines. Pursuant to the Second Amendment, the Company has agreed to make an additional $ 10,000 50,000 On July 14 th 7,500 On July 20, 2023, the board of directors of the Company appointed Ms. Noreen Griffin, age 70, as the Chief Executive Officer of the Company. Ms. Griffin is the mother of Robert Wilson, a Director of the Company. Ms. Griffin replaces Kelly Wilson who was serving as the interim Chief Executive Officer. Ms. Wilson resigned as the interim Chief Executive Officer effective as of the same date. Ms. Wilson’s resignation as interim Chief Executive Officer was not due to any disagreement with the Company on any matter. Ms. Wilson remains the Company’s Chief Operating Officer. On August 2, 2023, the Company entered into a consulting agreement with Noreen Griffin, following her appointment as Chief Executive Officer. Pursuant to the terms of the consulting agreement, we agreed to pay Ms. Griffin a monthly fee of $ 20,834 1,200 1,000,000 8.5 |