Avenir Wellness Solutions (AVRW) 8-K/A Completion of Acquisition or Disposition of Assets

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited condensed consolidated pro forma statements of operations are presented combining Cure Pharmaceutical Holding Corp’s (“CURE”) condensed audited statement of operations for the year ended December 31, 2018 and Chemistry Holdings Inc.’s (“CHI”) audited condensed statement of operations for the year ended December 31, 2018. The unaudited condensed combined pro forma balance sheet gives effect to the acquisition as if the transaction had taken place on December 31, 2018 and combines Cure’s audited condensed balance sheet as of December 31, 2018 with the CHI’s condensed balance sheet as of December 31, 2018.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Cure and CHI.

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CURE Pharmaceutical Holding Corp

Unaudited Condensed Consolidated Pro forma Balance Sheet

December 31, 2018

(in thousands, except share amounts)

	CURE For the Year Ended December 31, 2018			Chemistry Holdings For the Year Ended December 31, 2018			Consolidated			Pro forma Adjustments		Reference	Consolidated Pro Forma
Assets
Current assets:
Cash	$	501		$	20		$	521		$	8,488	(a)	$	9,009
Accounts receivable		103			-			103						103
Note receivable		-			-			-			2,000	(a)		2,000
Inventory		38			-			38						38
Prepaid expenses and other assets		946			-			946						946
Total current assets		1,588			20			1,608			10,488			12,096
Property and equipment, net		300			17			317			83	(a)		400
Goodwill		-			-			-			9,178	(a)		9,178
Intellectual property and patents, net		1,206			-			1,206			650	(a)		1,856
In-process research and development		-			-			-			14,460	(a)		14,460
Prepaid expenses and other assets		232			-			232						232
Other assets		70			-			70						70
Total assets	$	3,396		$	37		$	3,433		$	34,859		$	38,292
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	774		$	36		$	810		$	354	(a)	$	1,164
Accrued expenses		509			83			592			835	(a)		1,427
Related party payables		-			106			106						106
Deferred rent		-			18			18						18
Loan payable		105			-			105						105
Notes payable, net		920			-			920						920
Convertible promissory notes, net		5,242			-			5,242						5,242
Derivative liability		618			-			618						618
Deferred revenue		383			-			383						383
Total current liabilities		8,551			243			8,794			1,189			9,983
Contingent share considerations		-			-			-			14,632	(a)		14,632
Total liabilities		8,551			243			8,794			15,821			24,615
Stockholders’ Deficit:
Preferred stock: $0.001 par value; authorized 4,087,408 shares; 4,087,408 shares issued and outstanding as of December 31, 2018		-			-			-						-
Common stock: $0.001 par value; authorized 75,000,000 shares; 26,784,019 shares issued and outstanding as of December 31, 2018		27			1			28			6	(a)		34
Additional paid-in capital		23,425			2,495			25,920			19,032	(a)		44,952
Stock payable		646			-			646						646
Accumulated deficit		(29,269	)		(2,702	)		(31,971	)					(31,971	)
Total CURE Pharmaceutical Holding Corp stockholders’ equity (deficit)		(5,171	)		(206	)		(5,377	)		19,038			13,661
Noncontrolling interest		16			-			16						16
Total stockholders’ deficit		(5,155	)		(206	)		(5,361	)		19,038			13,677
Total liabilities and stockholders’ deficit	$	3,396		$	37		$	3,433		$	34,859		$	38,292

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CURE Pharmaceutical Holding Corp

Unaudited Condensed Consolidated Pro forma Statement of Operations

For the Year Ended December 31, 2018

(in thousands, except share amounts)

	CURE For the Year Ended December 31, 2018			Chemistry Holdings For the Year Ended December 31, 2018			Pro forma Adjustments		Reference	Consolidated Pro Forma
Revenue:
Net product sales	$	519		$	-		$			$	519
Consulting research & development income		63			-						63
Shipping and other sales		2			-						2
Total revenues		584			-			-			584
Cost of goods sold:
Cost of goods sold		280			-						280
Gross profit (loss)		304			-			-			304
Operating expenses:
Research and development expenses		1,409			6						1,415
Selling, general and administrative expenses		6,453			932						7,385
Total operating expenses		7,862			938			-			8,800
Net Operating (loss) before other income (expense)		(7,558	)		(938	)		-			(8,496	)
Other income (expense):
Other income		577			31						608
Other income - related party		-			408						408
Gain on settlement of related parties payable		-			190						190
Change in fair value of derivative liability		(229	)		-						(229	)
Other expense		(184	)		-						(184	)
Interest expense		(3,037	)		(19	)					(3,056	)
Other income (expense)		(2,873	)		610			-			(2,263	)
Net loss before income taxes		(10,431	)		(328	)		-			(10,759	)
Provision for income taxes		-			-						-
Net loss		(10,431	)		(328	)		-			(10,759	)
Net loss attributable to non-controlling interest		(30	)		-						(30	)
Net loss attributable to Cure Pharmaceutical Holding Corp.		(10,461	)		(328	)		-			(10,789	)
Net loss per share
Basic and Diluted	$	(0.42	)	$	(0.02	)				$	(0.40	)
Weighted average common shares outstanding
Basic and Diluted		24,999,824			13,656,219						26,784,019

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CURE PHARMACEUTICAL HOLDINGCORP.

NOTES TO CONSOLIDATED PRO FORMA UNAUDITED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Financial Information.

On May 14, 2019, the Company acquired all of the issued and outstanding stock of CHI for shares of the Company’s Common Stock. The maximum number of shares of Common Stock to be issued, including escrowed shares and shares issuable pursuant to a variety of earn-out provisions and warrants, is 32,072,283 shares. The shares are allocated as follows: (i) 5,700,000 shares of Common Stock as upfront consideration issued at the Closing (the “Upfront Consideration Shares”); (ii) 7,128,913 shares to be held in escrow, subject to indemnification and clawback rights that lapse upon the achievement of certain milestones (the “Clawback Shares”); (iii) up to 3,207,228 shares that may be issued pursuant to an earn-out over five years upon the achievement of certain technological implementations (“Achievement Shares”); (iv) up to 8,018,071 shares that may be issued pursuant to an earn-out over two years upon the achievement of certain revenue goals (“Earnout Shares”); and (v) up to 8,018,071 shares issuable upon exercise of warrants (“Acquisition Warrants”) that become exercisable upon achieving certain revenue goals between the second and fourth anniversary of the Closing Date at an exercise price of $5.01 per share, exercisable, to the extent vested, for five years from the Closing Date. In exchange for the assets and liabilities acquired, the Company received an investment of $2,000,000 (the “Principal Amount”) from Chemistry Holdings pursuant to a convertible note (the “Note”). Such Note, on the Closing Date, became an intercompany payable and was cancelled. For accounting purposes, Cure shall be the surviving entity. The transaction is accounted for using the purchase method of accounting. As a result of the recapitalization and change in control, Cure is the acquiring entity in accordance with ASC 805, Business Combinations. The accumulated earnings of Cure will be carried forward after the completion of the Merger. Operations prior to the Merger will be those of Cure.

The Pro forma Unaudited Condensed Consolidated Financial Statements have been prepared in order to present consolidated financial position and results of operations of Cure and the CHI as if the Merger had occurred as of December 31, 2018 for the pro forma condensed consolidated balance sheet; and to give effect as if the Merger had occurred if the transaction had taken place at January 1, 2018 for the pro forma condensed consolidated statement of operations for the year ended December 31, 2018.

The following pro forma adjustments are incorporated into the pro forma condensed consolidated balance sheet as of December 31, 2018 and the pro forma condensed consolidated statement of operations for the year ended December 31, 2018.

(a) To record the fair value of the assets and liabilities acquired from the acquisition of CHI on May 14, 2019.

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