Avenir Wellness Solutions (AVRW) 10-K 30 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 26, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	CURE PHARMACEUTICAL HOLDING CORP.
Entity Central Index Key	0001643301
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		38,011,960
Entity Public Float			$ 120,175,912
EntityFileNumber	333-204857
EntityAddressAddressLine1	1620 Beacon Place
EntityAddressPostalZipCode	93033
EntityTaxIdentificationNumber	371765151
EntityAddressCityOrTown	Oxnard
LocalPhoneNumber	824-0410
CityAreaCode	805
EntityAddressStateOrProvince	CALIFORNIA

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 4,096	$ 501
Accounts receivable, net	142	103
Inventory	156	38
Prepaid expenses and other assets	1,794	946
Total current assets	6,188	1,588
Property and equipment, net	641	300
Right of use asset	63
Investment	259
Goodwill	9,178
Intellectual property and patents, net	1,808	1,206
In-process research and development, net	14,288
Prepaid expenses and other assets		232
Other assets	35	70
Total assets	32,460	3,396
Current liabilities:
Accounts payable	1,260	774
Accrued expenses	223	509
Finance lease liabilities	11
Loan payable	127	105
Notes payable, net	50	920
Convertible promissory notes, net	550	5,242
Derivative liability	91	618
Contract liabilities	456	383
Contingent share considerations	9,068
Total current liabilities	11,836	8,551
License fees	90
Finance lease liabilities	52
Contingent share considerations	6,975
Total liabilities	18,953	8,551
Commitments and Contingencies (see Note 19)
Stockholders' equity (deficit):
Common stock: $0.001 par value; authorized 150,000,000 shares and 75,000,000, respectively; 38,001,543 shares and 26,784,019 issued and outstanding as of December 31, 2019 and 2018, respectively	38	27
Additional paid-in capital	63,035	23,425
Stock payable	1,066	646
Accumulated deficit	(50,632)	(29,269)
Total CURE Pharmaceutical Holding Corp stockholders equity (deficit)	13,507	(5,171)
Noncontrolling interest		16
Total stockholders' equity (deficit)	13,507	(5,155)
Total liabilities and stockholders' equity (deficit)	$ 32,460	$ 3,396

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 09, 2019	Oct. 10, 2019	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Stockholders' equity (deficit)
Common stock, shares par value	$ 0.001					$ 0.001
Common stock, shares authorized	150,000,000					75,000,000
Common stock, shares issued	38,001,543					26,784,019
Common stock, shares outstanding	38,001,543					26,784,019

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue
Net product sales	$ 361	$ 519
Consulting research & development income	247	63
Shipping and other sales	15	2
Total revenues	623	584
Cost of goods sold:
Cost of goods sold	231	280
Gross profit	392	304
Operating expenses:
Research and development expenses	2,308	1,409
Selling, general and administrative expenses	10,119	6,453
Change in fair value of contingent stock consideration	1,657
Total operating expenses	14,084	7,862
Net operating loss before other income (expense)	(13,692)	(7,558)
Other income (expense):
Interest income	57
Other income	15	577
Gain on deconsolidation	81
Change in fair value of derivative liability	527	(229)
Other expense	(590)	(184)
Interest expense	(4,111)	(3,037)
Loss on conversion of convertible promissory notes	(3,660)
Total other expense	(7,681)	(2,873)
Net loss before income taxes	(21,373)	(10,431)
Provision for income taxes
Net loss	(21,373)	(10,431)
Net loss attributable to non-controlling interest	(10)	(30)
Net loss attributable to Cure Pharmaceutical Holding Corp.	$ (21,363)	$ (10,401)
Net loss per share
Basic and diluted	$ (0.62)	$ (0.42)
Weighted average common shares outstanding
Basic and diluted	34,540,461	24,999,824

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Balance, shares at Dec. 31, 2017		23,901,252
Balance, amount at Dec. 31, 2017	$ (1,989)	$ 24	$ 16,484	$ 325	$ (18,868)	$ 46
Issuance of common stock for professional services, shares		1,871,657
Issuance of common stock for professional services, amount	2,293	$ 2	2,276	15
Noncontrolling interest of Oak Therapeutics, Inc.	(30)					(30)
Common stock payable for note conversion	263			263
Issuance of common stock for cancellation of accounts payable, shares		94,444
Issuance of common stock for cancellation of accounts payable, amount	100		100
Fair value of stock options and restricted stock granted	843		843
Issuance of common stock for purchase of patents, shares		170,000
Issuance of common stock for cash, amount	500	$ 1	499
Issuance of common stock for purchase of patents, amount	280		237	43
Beneficial conversion features	1,677		1,677
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, amount	646		646
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, shares		330,000
Issuance of common stock for cash, shares		416,666
Warrants granted	663		663
Net loss	$ (10,401)				$ (10,401)
Balance, shares at Dec. 31, 2018		26,784,019
Balance, amount at Dec. 31, 2018	$ (5,155)	$ 27	$ 23,425	$ 646	$ (29,269)	$ 16
Issuance of common stock for professional services, shares		495,719
Issuance of common stock for professional services, amount	1,326	$ 1	1,356	(31)
Noncontrolling interest of Oak Therapeutics, Inc.	(10)					(10)
Issuance of common stock for cancellation of accounts payable, shares		34,876
Issuance of common stock for cancellation of accounts payable, amount	70		70
Fair value of stock options and restricted stock granted	2,032		2,032
Issuance of common stock for purchase of patents, shares		30,000
Issuance of common stock for cash, amount	2,495	$ 1	2,494
Issuance of common stock for purchase of patents, amount			43	(43)
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, amount	321		321
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, shares		105,000
Issuance of common stock for cash, shares		1,153,790
Net loss	(21,363)				$ (21,363)
Deconsolidation of Oak Therapeutics, Inc.	(6)					$ (6)
Warrants granted for debt and services, Amount	3,761		3,761
Fair value of restricted stock units granted	81		81
Common stock shares to be released from escrow and issued for earnouts from acquistion of Chemistry Holdings, Inc	246			246
Common stock shares to be issued for purchase of intellectual property	157			157
Common stock shares to be issued for issuance of note payable	91			$ 91
Issuance of common stock for exercise of warrants, amount	60		60
Issuance of common stock for acquistion of Chemistry Holdings, Inc, amount	19,038	$ 6	19,032
Issuance of common stock for conversion of convertible promissory notes, shares		3,129,879
Issuance of common stock for conversion of convertible promissory notes, amount	9,562	$ 3	9,559
Issuance of common stock from the equity incentive plan, shares		475,832
Issuance of common stock for acquistion of Chemistry Holdings, Inc, shares		5,700,000
Issuance of common stock for exercise of warrants, shares		92,428
Issuance of common stock from the equity incentive plan, amount
Beneficial conversion features on convertible promissory notes	$ 801		$ 801
Balance, shares at Dec. 31, 2019		38,001,543
Balance, amount at Dec. 31, 2019	$ 13,507	$ 38	$ 63,035	$ 1,066	$ (50,632)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Consolidated Statements of Cash Flows
Net loss	$ (21,373)	$ (10,431)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock based compensation - services	769	45
Stock based compensation - prepaid	1,255	1,570
Stock issued for amending convertible promissory notes	321	502
Gain from settlement on accounts payable	(15)	(10)
Gain from license fee		(560)
Gain from deconsolidation of Oak Therapeutics, Inc	(81)
Change in fair value of contingent share consideration	1,657
Loss on conversion of convertible promissory notes	3,660
Loss on joint venture		14
Warrant expense from convertible notes	2,173
Depreciation and amortization	577	149
Amortization of right of use asset	2
Amortization of loan discounts	1,255	2,105
Recovery of bad debt expense	(8)
Bad debt expense	200	8
Inventory reserve for obsolescence	1	6
Change of fair value in derivative liabilities	(527)	229
Fair value of vested stock options and restricted stock	2,115	843
Warrants granted for commission expense	1,178	663
Warrants granted for broker fee expense	410
Change in operating assets and liabilities:
Accounts receivable	(32)	(105)
Inventory	(119)	2
Prepaid expenses and other assets	(1,314)	85
Other assets	35	34
Accounts payable	231	338
Accrued expenses	(633)	392
Finance lease liabilities	(2)
Contract liabilities	73	22
License fees	90
Cash used in operating activities	(8,102)	(4,099)
Cash flows from investing activities
Investment in company	(259)
Purchase of note receivables	(200)
Purchase of intangible assets	(50)	(75)
Cash acquired from acquisition of Chemistry Holdings, Inc.	8,487
Acquisition of property and equipment, net	(408)	(63)
Cash provided by (used in) investing activities	7,570	(138)
Cash flows from financing activities
Proceeds from convertible notes payable	3,425	4,175
Proceeds from common stock issuance	2,495	500
Proceeds from promissory notes		250
Proceeds from loans payable	127	105
Proceeds from exercise of warrants	60
Repayment of convertible notes payable	(1,225)	(250)
Repayment of notes payable	(650)	(100)
Repayment of loans payable	(105)	(50)
Cash provided by financing activities	4,127	4,630
Net increase in cash and cash equivalents	3,595	393
Cash and cash equivalents, beginning of year	501	108
Cash and cash equivalents, end of year	4,096	501
Cash paid for interest and income taxes:
Interest	90	70
Income taxes
Non-cash investing and financing activities:
Common stock related to prepaid expense		936
Warrants granted for discount on convertible promissory notes		1,677
Common stock issued for conversion of promissory notes and accrued interest	5,902
Common stock payable for conversion of convertible note		263
Common stock payable for patents		280
Common stock payable for purchase of intellectual property	157
Common stock issued for settlement of accounts payable	70	109
Accrued interest converted to convertible promissory note		10
Fixed assets received from the acquisition of Chemistry Holdings, Inc	83
Patents received from the acquistion of Chemistry Holdings, Inc	650
In-process research and development received from the acquistion of Chemistry Holdings, Inc	14,460
Goodwill resulting from the acquisiton of Chemistry Holdings, Inc	9,178
Contingent share considerations for acquistion of Chemistry Holdings	14,632
Liabilities assumed from the acquisiton of Chemistry Holdings, Inc	1,189
Convertible promissory note payable eliminated from the acquisiton of Chemistry Holdings, Inc	2,000
Liabilities released as a result of deconsolidation of Oak Therapeutics, Inc	76
Non-controlling interest released as a result of deconsolidation of Oak Therapeutics, Inc	7
Beneficial conversion features	801
Common stock to be issued for note payable	91
Common stock to be issued for Chemistry Holdings, Inc earn-out	246
Issuance of common stock for acquisition of Chemistry Holdings, Inc.	$ 19,038

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2019
ORGANIZATION AND BUSINESS OPERATIONS
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS	Business Operations CURE Pharmaceutical Holding Corp., its wholly-owned subsidiary, CURE Pharmaceutical Corporation (“CURE Pharmaceutical”) and Chemistry Holdings Inc. and related subsidiaries recently acquired (collectively referred to as “CHI”). (collectively (the “Company,” “we,” “our,” “us,” or “CURE”) is a biopharmaceutical company focusing on the development and manufacturing of drug formulation and drug delivery technologies in novel dosage forms to improve drug safety, efficacy and patient adherence. Our mission is to improve lives by redefining how medications are delivered and experienced. Our primary business model is to develop wellness and drug products using our proprietary technology, which development may include preclinical and clinical studies and regulatory approval, and grant product rights to partners responsible for marketing, sales and distribution, while retaining exclusive manufacturing rights. We operate in a 25,000 square foot cGMP manufacturing plant in Oxnard, CA. Our technology platform includes oral dissolving film (“ODF”), and encapsulation systems (“microCURE”) compatible with ODF, chews, oral solutions, topical and transdermal dose forms. We apply our technology to pharmaceutical drugs and dietary supplements for the wellness market. ODF products are about the size of a postage stamp and composed of excipients such as polymers, stabilizers, lipids and surfactants which are all generally recognized as safe. They can be designed to deliver active ingredients to the gastrointestinal, or GI, tract when placed on the tongue and swallowed, or directly to the blood stream when placed under the tongue (sublingual) or on the inner lining of the cheek and lip (buccal). Background We were incorporated in the State of Nevada on May 15, 2014. The Company was formerly named Makkanotti Group Corp. which was formed to engage in the business of manufacturing food paper bags in Nicosia, Cyprus. On September 27, 2019, the Company reincorporated from the State of Nevada to the State of Delaware. On November 7, 2016, the board of directors and the majority stockholder of the then outstanding shares of registrant’s common stock executed a written consent to change registrant’s name from Makkanotti Group Corp. to CURE Pharmaceutical Holding Corp. The Certificate of Amendment to Articles of Incorporation was filed with the State of Nevada on November 30, 2016. Further, on November 7, 2016, we, in a reverse take-over transaction, acquired a specialty pharmaceutical and bioscience company based in California that specializes in drug delivery technologies, by executing a Share Exchange Agreement and Conversion Agreement (“Exchange Agreement”) by and among us and a holder of a majority of our issued and outstanding capital stock prior to the closing (the “Majority Stockholder”), on the one hand, and CURE Pharmaceutical, all of the shareholders of CURE Pharmaceutical’s issued and outstanding share capital (the “CURE Pharm Shareholders”) and the holders of certain convertible promissory notes of CURE Pharmaceutical (“CURE Pharm Noteholders”), on the other hand. Hereinafter, this share exchange transaction is described as the “Share Exchange.” As a result of the Share Exchange, CURE Pharmaceutical became a wholly owned subsidiary of the Company, and the CURE Pharmaceutical Shareholders and CURE Pharmaceutical Noteholders became our controlling shareholders owning, at such time, approximately 65% of our issued and outstanding common stock. We licensed our technology available to a private company, Oak Therapeutics (“Oak”), to develop products for sale in the developing world (“Territory”). On November 10, 2017, we received 269,000 shares of Oak as consideration for an exclusive license to our patent rights in the Territory, along with a royalty-free non-exclusive license to any improvements made by Oak. As a result of this transaction, we owned approximately 63% of Oak’s outstanding shares and consolidated Oak’s financial statements as of the fourth quarter 2017. Due to the lack of performance by Oak under the license agreement, on April 15, 2019, we terminated all contractual relationships with Oak, including the license and surrendered our Oak shares to Oak. The parties terminated all contractual relationships between them, whether written or verbal, express or implied. All license or other rights previously granted by Oak to the Company or the Company to Oak were terminated, including all licenses or rights of any kind granted by the Company. On May 14, 2019 (the “Closing Date”), the Company, and CURE Chemistry Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated March 31, 2019 (the “Merger Agreement”), with CHI., a Delaware corporation. As agreed in the Merger Agreement, the Company acquired CHI pursuant to a merger of the Merger Sub with and into CHI (the “Merger”). Pursuant to the Merger, CHI became a wholly-owned subsidiary of the Company and the stockholders of CHI received shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for all of the issued and outstanding shares of CHI.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Principles of Consolidation The consolidated financial statements include the accounts of CURE Pharmaceutical Holding Corp (“CPHC”) and its wholly-owned subsidiaries, CURE Pharmaceutical Corporation (“CURE”) Chemistry Holdings Inc. and related subsidiaries recently acquired (collectively referred to as “CHI”) and its 63% majority owned subsidiary Oak Therapeutics, Inc. (“Oak”) through April 15, 2019 as the Company entered into a Termination and Release Agreement with Oak to surrender all of the Company’s shares of Oak and terminate any rights the Company may have to acquire additional shares or interest in OAK, collectively referred to as (“CURE”, “we”, “us”, “our” or the “Company”). All significant inter-company balances and transactions have been eliminated in consolidation. The Company’s film strip product represents the principal operations of the Company. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Going Concern and Management'’s Liquidity Plans The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2019, we had an accumulated deficit of approximately $50.6 million and a working capital deficit of approximately $5.6 million. Our operating activities consume the majority of our cash resources. We anticipate that we will continue to incur operating losses and negative cash flows from operations, at least into the near future, as we execute our commercialization and development plans and strategic and business development initiatives. As of the date of this report we had approximately $1.6 million of cash on hand, which is expected to provide operating cash needs for up to six months. We have previously funded, and intend to continue funding, our losses primarily through the issuance of common stock and/or convertible promissory notes, combined with or without warrants, and cash generated from our product sales and research and development and license agreements. We are currently discussing various financing alternatives with potential investors, but there can be no assurance that these funds will be available on terms acceptable to us or will be enough to fully sustain operations. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to extend payables, reduce expenditures, or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Reclassifications Certain reclassifications have been made to prior year’s consolidated financial statements to enhance comparability with the current year’s consolidated financial statements. These reclassifications had no effect on the previously reported net loss. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP 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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts, valuation of intangible assets, depreciative and amortization useful lives, assumptions used to calculate the fair value of the contingent share consideration, stock based compensation, beneficial conversion features, warrant values, deferred taxes and the assumptions used to calculate derivative liabilities. Actual results could differ materially from such estimates under different assumptions or circumstances. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2019, and 2018, the Company had no cash equivalents at December 31, 2019 and 2018, the Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2019 and 2018, the Company had $3.8 million and $0.2 million in excess of the federal insurance limit, respectively. Investment in Associates An associate is an entity over which the Company has significant influence through an investment. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies. The results of assets and liabilities of associates are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Company’s share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Company’s interest in that associate are not recognized. Additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment. On November 1, 2019, the Company purchased a Convertible Loan (“Loan”) with a Releaf Europe BV (“Releaf”) in the amount of $0.2 million. Releaf shall accrue interest on the Loan at 6% per annum and shall become due and payable to the Company at the earlier of the conversion date, the date when the Loan is repaid or at the maturity date of October 31, 2021 (“Maturity Date”). In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amount of the Loan and any unpaid accrued interest shall be converted into shares of Releaf (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event Releaf completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million. As of December 31, 2019, the Company recorded an investment using the cost method of accounting in Releaf and did not record any accrued interest relating to this Loan. The Company follows Accounting Standards Codification (“ASC”) 325-20, Cost Method Investments Property and Equipment The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Depreciation has been provided using the straight-line method on the following estimated useful lives: Manufacturing equipment 5-7 years Computer and other equipment 3-7 years Leasehold Improvements 3-7 years Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current operating lease liabilities, and Noncurrent operating lease liabilities in the Consolidated Balance Sheet. Finance leases are included in finance lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in the Consolidated Balance Sheet. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The lease liability is measured as the present value of the unpaid lease payments, and the right-of-use asset value is derived from the calculation of the lease liability. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments do not include (i) variable lease payments other than those that depend on an index or rate, (ii) any guarantee by the lessee of the lessor’s debt, or (iii) any amount allocated to non-lease components, if such election is made upon adoption, per the provisions of the New Lease Standard. The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments, since the Company does not know the actual implicit rates in its leases. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company's lease term includes any option to extend the lease when it is reasonably certain to be exercised based on considering all relevant economic factors. Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. At December 31, 2019 management determined that an allowance was not necessary. At December 31, 2018, management recorded an allowance of $0.008 million. Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of its inventory, which includes amounts related to materials, direct labor, and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified. Impairment of Long-Lived Assets We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, we record charges for impairments. Specifically: • For finite-lived intangible assets, such as acquired developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and • For indefinite-lived intangible assets, such as goodwill, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of December 31, 2019 or December 31, 2018. Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the value of the assets acquired and liabilities assumed is recognized as goodwill. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: Patents and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for Patents and developed technology is between eleven and twenty years. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue Recognition”. The Company adopted Topic 606 using a modified retrospective approach for the years ended December 31, 2018 and prior and has been applied prospectively in the Company’s financial statements beginning January 1, 2018. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the Company’s financial statements, at initial implementation nor will it have a material impact on an ongoing basis. To achieve the core principle of Topic 606, we perform the following steps: 1. Identify the contract(s) with customer; 2. Identify the performance obligations in the contract; 3. Determine the transactions price; 4. Allocate the transactions price to the performance obligations in the contract; and 5. Recognize revenue when (or as) we satisfy a performance obligation. We derive revenues from two primary sources: products and services. Product revenue includes the shipment of product according to the agreement with our customers. Services include research and development contracts for the development of OTF products utilizing our CureFilm™ Technology or our other proprietary technologies. Rarely, contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are sold on a standalone basis. The Company’s consulting research and development income include services for the development of OTF products utilizing our CureFilm™ Technology. Most of our development contracts have four phases. Revenue is recognized based on progress toward completion of the performance obligation in each phase. The method to measure progress toward completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the input method to measure progress for its contracts because it best depicts the transfer of assets to the customer, which occurs as the Company incurs costs for the contracts. Under the cost-to-cost measure of progress, the progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenue is recorded proportionally as costs are incurred. Costs to fulfill these obligations mainly include materials, labor, supplies and consultants. Contract liabilities is shown separately in the consolidated balance sheets. At December 31, 2019 and 2018 we had contract liabilities of $0.5 million and $0.4 million, respectively. Cost of Revenues Cost of revenues primarily consists of labor and manufacturing costs for our products. Advertising Expense The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in general and administrative expense in the accompanying consolidated statements of operations. The Company recorded advertising costs of $0.5 million and $0 for the years ended December 31, 2019 and 2018, respectively. Research and Development Costs incurred in connection with the development of new products and processes are charged to research and development expenses as incurred. The Company recorded research and development expenses of $2.3 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively. Income Taxes The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 2018-07 (Topic 718) for share-based payments to employees, consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the grant date. The Company uses the Black-Scholes option valuation model for estimating fair value at the date of grant. The Company accounts for restricted stock awards and stock options issued at fair value, based on an exercise price per share equal to the volume-weighted average of the high and low selling prices of the Company’s common stock reported on the OTC Bulletin Board for the five (5) trading days in the Company’s common stock beginning with the third (3rd) such trading following the Filing Date and ending with the seventh (7th) such trading day following the Filing Date. Compensation expense is recognized for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to the Company generally using the straight-line single option method. In the case of award modifications, the Company accounts for the modification in accordance with ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, whereby the Company recognizes the effect of the modification in the period the award is modified. As of January 1, 2019, the Company adopted ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting of share-based payment awards issued to employees and nonemployees. The adoption did not materially impact our consolidated financial statements. Fair Value of Financial Instruments The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses and notes and loans payable approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these instruments as management believes that such notes constitute substantially all of the Company’s debt and the interest payable on the notes approximates the Company’s incremental borrowing rate. We measured the liability for price adjustable warrants and embedded derivative features in the convertible notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. (See Note 12) We measured the contingent stock consideration based on the following: i) Company’s closing price at the end of each quarter; ii) the estimated fair value using the Monte-Carlo simulation of stock price correlation, and other variables over a 61 month performance period applied to the total number of contingent shares, as determined based on the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished; and iii) the fair value of the acquisition warrant shares based on using the Black-Scholes valuation. The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of derivative liability $ 618 $ - $ - $ 618 The fair value of contingent stock consideration is evaluated each reporting period using projected financial information, discount rates, and key inputs. Projected contingent payment amounts are discounted back to the current period using a discount rate. Financial information is based on the Company’s most recent internal forecasts. Changes in projected financial information, the Company’s stock price, discount rate and time for settlement of milestones and earnouts may result in higher or lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement. For the period from the date of acquisition to December 31, 2019, the Company’s stock price, volatility percentage and the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished resulted in a decrease of the fair value of the contingent stock consideration. Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. Derivative Liabilities ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At December 31, 2019 and 2018, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations. Non-controlling Interests in Consolidated Financial Statements The Company follows ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements.” This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of December 31, 2019, and 2018, the Company reflected a non-controlling interest of $0 and $0.02 million respectively, in connection with our majority-owned subsidiary, Oak Therapeutics Inc. as reflected in the accompanying consolidated balance sheets. Contingencies We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition. Net Loss per Common Share Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, excluding any unvested restricted stock awards. Diluted net loss per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net loss is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following table sets forth the computation of basic and diluted net income per share for the year ended (in thousands, except per share data): (Dollars in thousands) December 31, 2019 December 31, 2018 Net loss attributable to the Company $ (21,363 ) $ (10,401 ) Weighted average outstanding shares of common stock 34,540,461 24,999,824 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - Conversion of convertible notes - - Issuance of contingent shares relating to CHI acquisition - - Common stock and common stock equivalents 34,540,461 24,999,824 Income per share: Basic net income per share $ (0.62 ) $ (0.42 ) Diluted net income per share $ (0.62 ) $ (0.42 ) The following number of shares have been excluded from diluted net income (loss) since such in

PREPAID EXPENSES AND OTHER ASSE

PREPAID EXPENSES AND OTHER ASSETS	12 Months Ended
	Dec. 31, 2019
PREPAID EXPENSES AND OTHER ASSETS
NOTE 3 - PREPAID EXPENSES AND OTHER ASSETS	As of December 31, 2019, and 2018, prepaid expenses and other assets consisted of the following (in thousands): December 31, 2019 December 31, 2018 Prepaid consulting services – stock-based compensation $ - $ 936 Prepaid consulting services 285 82 Prepaid clinical study 175 - Prepaid insurance 146 120 Other Receivables - 3 Prepaid equipment 1,135 - Prepaid inventory 5 - Prepaid expenses 48 37 Prepaid expenses and other assets $ 1,794 $ 1,178 Current portion of prepaid expenses and other assets $ (1,794 ) $ (946 ) Prepaid expenses and other assets less current portion $ - $ 232

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2019
INVENTORY
NOTE 4 - INVENTORY	Inventory consists of raw materials, packaging components, work-in-process and finished goods. The carrying value of inventory consisted of the following (in thousands): December 31, 2019 December 31, 2018 Raw Materials $ 78 $ 25 Packaging Components 50 8 Work-In-Process 18 8 Finished Goods 15 - $ 161 $ 41 Reserve for Obsolescence (5 ) (3 ) Total inventory $ 156 $ 38

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2019
PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT	As of December 31, 2019, and 2018, property and equipment consisted of the following (in thousands): December 31, 2019 December 31, 2018 Manufacturing equipment $ 902 $ 842 Computer and other equipment 585 183 Leasehold improvements 77 48 Less accumulated depreciation (923 ) (773 ) Property and Equipment, net $ 641 $ 300 For the years ended December 31, 2019 and 2018, depreciation expense amounted to $0.2 million and $0.1 million, respectively.

NOTES RECEIVABLE

NOTES RECEIVABLE	12 Months Ended
	Dec. 31, 2019
NOTES RECEIVABLE
NOTE 6 - NOTES RECEIVABLE	On November 12, 2019, the Company purchased a $0.2 million convertible promissory note (the “Convertible Promissory Note”) issued by Coeptis Pharmaceuticals, Inc., a Delaware corporation a privately held biopharmaceutical company engaged in the acquisition, development and commercialization of pharmaceutical products (“Coeptis”). The Convertible Promissory Note is due June 15, 2020, pays interest at the rate of 9% per annum and gives the holder the right, at any time from the date thereof, to convert the Convertible Promissory Note into shares of Common Stock of Coeptis at a price per share equal to $2.60 (the “Optional Conversion Price”) or the share price set by the latest qualified financing, whichever is less. Note receivable consists of the following (in thousands): December 31, 2019 December 31, 2018 Coeptis Pharmaceuticals, Inc. $ 200 $ - Less: allowance for doubtful accounts (200 ) - Note receivable, net $ - $ - The Company has allowed in full this note receivable due to the uncertainty of repayment as of the date of this report. Even though we are allowing for the full amount of this note receivable, we will exhaust all efforts to collect on this note receivable prior to the maturity date.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2019
INTANGIBLE ASSETS
NOTE 7 - INTANGIBLE ASSETS	The Company incurred $0.05 million and $0.07 million of legal patent costs that were capitalized during the year ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, the Company acquired from the CHI acquisition patents at a fair value of $0.7 million. During the year ended December 31, 2018, the Company purchased $0.3 million of patents through the issuance of 200,000 common stock shares of the Company. uring the year ended December 31, 2019, the Company acquired $14.5 million in Intellectual Property Research & Development and $9.2 million in Goodwill from the acquisition of CHI. Intangible Asset Summary The following table summarizes the estimated fair values as of December 31, 2019 of the identifiable intangible assets acquired, their useful life, and method of amortization (in thousands): Estimated Fair Value Remaining Estimated Useful Life (Years) Annual Amortization Expense Intellectual Property $ 972 11.24 $ 198 Patents 1,279 12.50 57 In-Process research and development technology 14,460 13.58 172 Total $ 16,711 $ 427 Less: accumulated amortization (615 ) Net intangibles $ 16,096 Less: Pending patents not amortized (14,578 ) Net intangible assets subject to amortization $ 1,518 Amortization expense was $0.3 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively. The estimated aggregate amortization expense over each of the next five years is as follows (in thousands): 2020 $ 119 2021 119 2022 119 2023 119 2024 119 Thereafter 923 Total Amortization $ 1,518

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2019
RELATED PARTY TRANSACTIONS
NOTE 8 - RELATED PARTY TRANSACTIONS	Due to Related Party The Company and other related entities have had a commonality of ownership and/or management control, and as a result, the reported operating results and /or financial position of the Company could significantly differ from what would have been obtained if such entities were autonomous. On November 1, 2018, the Company entered into a financial services agreement with a related party, Eventus Consulting, P.C. (“Eventus”), of which Mr. Alex Katz, the Company’s former Chief Financial Officer, is a Director. Pursuant to the agreement Eventus will provide certain accounting, financial and strategic consulting services to the Company for a period of one year, unless otherwise terminated. The Company shall pay Eventus $22,500 per month for all work performed. This agreement with Eventus ended in the 1 st Resignation and Appointment of Officer and Directors On January 22, 2018, the Company entered into a Separation Agreement with Wayne Nasby, our Chief Operating Officer. In connection with the Separation Agreement Mr. Nasby will receive: (i) six months base salary, less standard payroll deductions and withholdings, in six monthly installments beginning January 31, 2018, and (ii) health insurance COBRA premiums for six months following, totaling approximately $35,000. As of December 31, 2019, the Company has paid off the amounts owed to Mr. Nasby.

LOAN PAYABLE

LOAN PAYABLE	12 Months Ended
	Dec. 31, 2019
LOAN PAYABLE
NOTE 9 - LOAN PAYABLE	Loan payable consists of the following at December 31, 2019 and 2018 (in thousands): (Dollars in thousands) December 31, 2019 December 31, 2018 Note to a company due August 29, 2019, including interest at 6.00% per annum, unsecured, interest due monthly $ - $ 105 Note to a company due September 29, 2020, including interest at 4.95% per annum; unsecured; interest due monthly 127 - Current portion of loan payable (127 ) (105 ) Loan payable, less current portion $ - $ - Interest expense for the years ended December 31, 2019 and 2018 was $0.003 million and $0.002 million, respectively.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2019
NOTES PAYABLE
NOTE 10 - NOTES PAYABLE	Notes payable consist of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Note to a company amended on August 27, 2017 and due on or before one month from the amended date and the maturity date shall be extended for one-month periods as long as the Company is not in default, interest shall accrue at 10% per annum, secured by the Company’s intellectual property. On February 14, 2019, the Company entered into a Debt Conversion Agreement where $250,000 of $650,000 of the outstanding balance was converted into 135,135 common stock shares of the Company and the remaining balance was repaid on May 21, 2019. $ - $ 650 Note to an individual, non-interest bearing, unsecured and has no fixed terms of repayment 50 50 Note to an individual due April 1, 2019, interest payable at 6% per annum, unsecured, principal and accrued interest due at maturity. The Company issued 50,000 shares of its common stock on October 18, 2018 at a price per share of $2.88 as an equity kicker. This note and accrued interest was repaid on April 2, 2019. - 150 Note to a company due December 15, 2018, interest payable at 5% per annum, unsecured, principal and accrued interest due at maturity. If this note is still outstanding as of the date of any bona fide sale of the Company’s preferred stock or common stock in excess of $4,000,000 in gross proceeds, in one transaction or a serious of related transactions, which offering definitively sets a price per share of common stock and results in a listing of the Company’s common stock on a national securities exchange. On January 1, 2019, we entered into an Amendment to extend the maturity date to June 30, 2019. This note was repaid on May 29, 2019. 100 Total $ 50 $ 950 Unamortized discount (30 ) Current portion of loan payable (50 ) (920 ) Loan payable, less current portion $ - $ - During the years ended December 31, 2019 and 2018, the Company incurred $0.03 million and $0.6 million respectively, amortization of discount. Interest expense for the years ended December 31, 2019 and 2018 was $0.03 million and $0.07 million, respectively.

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2019
CONVERTIBLE PROMISSORY NOTES
NOTE 11 - CONVERTIBLE PROMISSORY NOTES	Convertible promissory notes consist of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Convertible promissory notes totaling $1,400,000 due between December 31, 2018 and February 28, 2019, interest payable at 8% per annum; unsecured; principal and accrued interest convertible into common stock at the lower of $7.00 per share or the price per share of the latest closing of a debt or equity offering by the Company greater than $3,000,000; accrued interest due between December 31, 2018 and February 28, 2019. A total of $250,000 convertible promissory notes was repaid in 2018 and $450,000 convertible promissory notes were repaid in 2019. A total $400,000 of convertible promissory notes plus accrued interest of $71,342 have been converted in to 254,779 common stock shares of the Company in 2019. Remaining $550,000 of convertible promissory notes are currently in default; however, the Company has offered to either repay the convertible promissory notes or request to have them converted into common stock shares of the Company. The beneficial owners of the convertible promissory notes have not yet communicated their intent to either receive payment or convert. $ 550 $ 1,400 Convertible promissory notes totaling $1,275,000 due November 30, 2018 and $750,000 due February 28, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning September 30, 2018, which has not yet been paid. During the first quarter of 2019, the Company repaid $275,000. On February 13, 2019, $750,000 of convertible promissory notes plus accrued interest and penalties of $135,825 were converted into 479,144 common stock shares of the Company. On February 15, 2019, $1,000,000 of convertible promissory notes plus accrued interest and penalties of $94,750 were converted into 591,757 common stock shares of the Company. - 2,025 Convertible promissory note totaling $500,000 due April 30, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at a price per share (the “ Voluntary Conversion PPS “) equal to 75% of the average of the closing prices of the Company’s Common Stock on the OTC Market (or any other market on which the common stock of the Company is then listed for trading) over the thirty (30) consecutive trading days prior to the delivery of the notice of conversion by the Investor to the Company, or, if at the time of such conversion the shares of the Company’s Common Stock are not listed for trading, then the entire then outstanding Investment Amount shall be converted into that number of shares of the most senior class of shares of the Company existing at the time of such conversion, at a price per share equal to 75% of the fair market value of such Common Stock as shall be determined by the Board of Directors based on, among others, a valuation prepared by an independent third party and which shall have been submitted to the Company not more than 90 days prior to the date of such determination by the Board of Directors. In the event of the consummation by the Company, on or before the Maturity Date, of a transaction or series of related transactions in which the Company issues equity securities of the Company in consideration of at least US$4,000,000 (a “ Financing “), the then outstanding Investment Amount not previously converted hereunder shall be automatically converted, immediately prior to (but conditioned upon) the consummation of such Financing, into such number of shares (or a sub-class thereof) issued by the Company in the Financing, equal to the outstanding Investment Amount divided by a price per share equal to 75% of the lowest price per share paid to the Company in the Financing. In the event the Financing is not consummated by the Maturity Date, then the outstanding Investment Amount as of the Maturity Date not previously converted hereunder shall be automatically converted, on the Maturity Date, into such number of shares (or a sub-class thereof) issued by the Company in the Financing, equal to the outstanding Investment Amount divided by the Voluntary Conversion PPS. This convertible promissory note and accrued interest was repaid on April 29, 2019. - 500 Convertible promissory note totaling $500,000 due December 31, 2018, interest payable at 9% per annum; secured by all assets of the company; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning September 30, 2018. In 2019, the noteholder of this convertible promissory note entered into a debt conversion agreement to convert this convertible promissory note plus accrued interest into common stock shares of the Company at a $1.85 conversion price. - 500 Convertible promissory notes totaling $575,000 due June 27, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning December 31, 2018. $575,000 convertible promissory notes due June 27, 2019 plus accrued interest and penalties of $78,034 have been converted into 353,221 common stock shares of the Company in 2019. - 575 Convertible promissory notes totaling $2,000,000 due October 31, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning December 31, 2018, which has not yet been paid. In 2019, the noteholder of this convertible promissory note entered into a debt conversion agreement to convert this convertible promissory note plus accrued interest into common stock shares of the Company at a $1.85 conversion price. - 575 550 5,575 Unamortized discount - (333 ) Current portion of convertible promissory notes 550 5,242 Convertible promissory notes, less current portion $ - $ - During the years ended December 31, 2019 and 2018, the Company incurred $1.3 million and $2.1 million, respectively, amortization of discount. Interest expense for years ended December 31, 2019 and 2018 was $0.01 million and $0.4 million, respectively.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	12 Months Ended
	Dec. 31, 2019
DERIVATIVE LIABILITY
NOTE 12 - DERIVATIVE LIABILITY	The Company evaluates its convertible instruments, options, warrants or other contracts, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instruments, the instrument is marked to fair value at the conversion date then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 91 $ - $ - $ 91 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 618 $ - $ - $ 618 The Company has issued convertible promissory notes during 2018 and 2017. The convertible notes require us to record the value of the conversion feature as a liability, at fair value, pursuant to ASC 815, including provisions in the notes that protect the holders from declines in the Company’s stock price, which is considered outside the control of the Company. The derivative liabilities are marked-to-market each reporting period and changes in fair value are recorded as a non-operating gain or loss in our statement of operations, until they are completely settled. The fair value of the conversion feature is determined each reporting period using the Black-Scholes option pricing model and is affected by changes in inputs to that model including our stock price, expected stock price volatility, dividends, interest rates and expected term. The assumptions used in valuing the derivative liability during 2019 were as follows: Significant assumptions: Risk-free interest rate at grant date 1.55%-2.33% Expected stock price volatility 77.52%-138.42% Expected dividend payout - Expected option life (in years) 1 Expected forfeiture rate 0 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis from December 31, 2017 to December 31, 2019 (in thousands): Fair value of derivative liabilities Balance at December 31, 2017 $ 91 Initial fair value of derivative liability recorded as debt discount 298 Gain on change in fair value included in earnings 229 Balance at December 31, 2018 618 Loss on change in fair value included in earnings (527 ) Balance at December 31, 2019 $ 91

WARRANT AGREEMENTS

WARRANT AGREEMENTS	12 Months Ended
	Dec. 31, 2019
WARRANT AGREEMENTS
NOTE 13 ? WARRANT AGREEMENTS	On February 13, 2019, the Company issued 657,655 warrants at a fair market value of $1.8 million and with an exercise price of $2.31 per share in connection with the conversion of $1.3 million convertible promissory notes. The Company also issued 99,476 warrants at a fair market value of $0.3 million and with an exercise price of $2.31 per share in connection with the broker fees earned from the conversion of those convertible promissory notes. On February 15, 2019, the Company issued 312,500 warrants at a fair market value of $0.9 million and with an exercise price of $2.00 per share in connection with the conversion of $500,000 convertible promissory notes. On February 15, 2019, the Company issued 295,879 warrants at a fair market value of $0.8 million and with an exercise price of $2.31 per share in connection with the conversion of $1,000,000 convertible promissory notes. On May 10, 2019, the Company issued 52,879 warrants at a fair market value of $0.1 million and with an exercise price of $5.01 per share in connection with an engagement agreement with a licensed brokerage company for $1,745,000 of funds raised. On May 10, 2019, the Company issued 52,879 warrants at a fair market value of $0.1 million and with an exercise price of $6.00 per share in connection with eight stock purchase agreements with accredited investors totaling $1,745,000. On May 14, 2019, in connection with the acquisition of CHI, the Company issued warrants to purchase up to 8,018,071 shares of the Company’s common stock at an exercise price of $5.01. The total number of shares to vest is subject to certain revenue milestones earned during the 3 rd th Warrants that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. The Company’s warrant activity was as follows: Warrants Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2018 5,340,751 $ 2.20 3.80 Granted 9,489,340 $ 4.62 4.10 Exercised (163,573 ) $ 1.83 - Forfeited/Expired - $ - - Outstanding, December 31, 2019 14,666,518 $ 3.70 2.99 Exercisable at December 31, 2019 6,648,446 $ 2.07 1.31 Warrant summary for the year ended December 31, 2019: Range of Exercise Price Number of Warrants Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Exercise Price $ 1.00–$7.00 14,666,518 2.99 $ 3.70 6,648,446 $ 2.07 14,666,518 2.99 $ 3.70 6,648,446 $ 2.07 Warrant summary for the year ended December 31, 2018: Range of Exercise Price Number of Warrants Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Exercise Price $ 1.00 - $7.00 5,340,751 3.80 $ 2.20 4,316,751 $ 2.25 5,340,751 3.80 $ 2.20 4,316,751 $ 2.25 The change in warrant value for the year ended December 31, 2019 and 2018 was $3.7 million and $0.7 million respectively. The weighted-average fair value of warrants granted during the years ended December 31, 2019 and 2018, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes-Merton (“Black-Scholes”) option pricing model are as follows: December 31, 2019 December 31, 2018 Significant assumptions (weighted-average): Risk-free interest rate at grant date 1.69 % 2.51 % Expected stock price volatility 82.66 % 156.15 % Expected dividend payout - - Expected option life (in years) 3 3 Expected forfeiture rate 0 % 0 %

STOCK INCENTIVE PLANS

STOCK INCENTIVE PLANS	12 Months Ended
	Dec. 31, 2019
STOCK INCENTIVE PLANS
NOTE 14 - STOCK INCENTIVE PLANS	On December 29, 2017 (“Effective Date”), the Company adopted the CURE Pharmaceutical Holding Corp. 2017 Equity Incentive Plan (the “Plan”), pursuant to which an aggregate of 5,000,000 shares of the common stock of the Company are available for grant. The Board of Directors have determined that it is in the best interests of the Company and its stockholders to provide an additional incentive for certain employees, including executive officers, and non-employee members of the Board of Directors of the Company by granting to them awards with respect to the common stock of the Company pursuant to the Plan. The Plan seeks to achieve this purpose by providing for awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards (“Awards”). The Plan will continue in effect until its termination by the Committee; provided, however, that all Awards must be granted, if at all, within ten (10) years from the Effective Date. The Company issued 1,390,000 Nonstatutory Stock Options (“NSO”) to employees, including executive officers, and non-employee members of the Board of Directors of the Company during the year ended December 31, 2019. The Company issued 84,177 Restricted Common Stock (“RCS”) to employees, including executive officers, non-employee members of the Board of Directors of the Company, members of the Advisory Board Committee and consultants during the year ended December 31, 2019. The Company issued 60,759 Restricted Stock Units (“RSU”) non-employee members of the Board of Directors of the Company during the year ended December 31, 2019. Vesting periods for awarded RCS and NSO’s range from immediate to quarterly over a 4 year period. Vesting period for RSU’s is the earlier of (i) the day prior to the next Annual Meeting of Shareholders following the date of grant, and (ii) one (1) year from the Date of Grant. For NSO’s awarded, the term to exercise their NSO is 10 years. On April 6, 2018, the Company awarded 371,250 Restricted Common Stock (“RCS”), 1,251,700 Non-statutory Stock Options (“NSO”) and 932,750 Incentive Stock Options (“ISO”) to employees, including executive officers, non-employee members of the Board of Directors of the Company, members of the Advisory Board Committee and consultants at a $0.74 price per share. Vesting period for the awarded RCS, NSO and ISO’s range from immediate to quarterly over a 4-year period. For NSO’s and ISO awarded, the term to exercise their NSO or ISO is 10 years. On November 27, 2018, the Company awarded 250,000 RCS and 128,600 NSO to employees and consultants at a $1.81 price per share. Vesting period for the awarded RCS and NSO’s range from immediate to quarterly over a 4-year period. For NSO’s awarded, the term to exercise is 10 years. Stock Options The Company’s stock option activity was as follows: Options Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2018 2,313,050 $ 0.79 9.27 Granted 1,390,000 $ 3.54 7.36 Exercised - - - Forfeited/Expired (235,400 ) $ 1.59 - Outstanding, December 31, 2019 3,467,650 $ 1.84 8.74 Exercisable at December 31, 2019 1,712,731 $ 1.38 8.55 Range of Exercise Price Number of Awards Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Awards Exercisable Weighted Average Exercise Price $ 0.61-$4.01 3,467,650 8.74 $ 1.84 1,712,731 $ 1.38 3,467,650 8.74 $ 1.84 1,712,731 $ 1.38 The aggregate intrinsic value of options outstanding and exercisable at December 31, 2019 was $0.01 million. The aggregate grant date fair value of options granted during the year ended December 31, 2019 and 2018 amounted to $4.3 million and $1.5 million, respectively. Compensation expense related to stock options for the year ended December 31, 2019 and 2018 was $1.5 million and $0.6 million, respectively. As of December 31, 2019, the total unrecognized fair value compensation cost related to unvested stock options was $3.6 million, which is to be recognized over a remaining weighted average period of approximately 8.92 years. The weighted-average fair value of options granted during the years ended December 31, 2019 and 2018, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes-Merton (“Black-Scholes”) option pricing model are as follows: December 31, 2019 December 31, 2018 Significant assumptions (weighted-average): Risk-free interest rate at grant date 1.69 % 2.51 % Expected stock price volatility 82.66 % 156.15 % Expected dividend payout - - Expected option life (in years) 10 10 Expected forfeiture rate 0 % 0 % Restricted Stock The Company’s restricted stock activity was as follows: Compensation expense related to restricted shares for the years ended December 31, 2019 and 2018 was $0.5 million and $0.4 million, respectively. Information relating to non-vested restricted award shares is as follows: Restricted Stock Shares Weighted Average Grant Date Fair Value Non-vested, December 31, 2018 317,708 $ 1.44 Granted 84,177 3.17 Vested (319,799 ) 1.57 Forfeited/Expired - - Non-vested, December 31, 2019 82,086 $ 2.69 Restricted Stock Units The Company’s restricted stock unit activity was as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2018 - $ - Granted 60,759 3.66 Vested - - Forfeited/Expired - - Outstanding, December 31, 2019 60,759 $ 3.66 Compensation expense related to restricted stock units for the years ended December 31, 2019 and 2018 was $0.08 million and $0, respectively.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2019
STOCKHOLDERS' EQUITY
NOTE 15 - STOCKHOLDERS' EQUITY	Authorized Stock The Company has authorized to issue is 150,000,000 common shares with a par value of $0.001 per share. As of December 31, 2019 and December 31, 2018, there were 38,001,543 and 26,784,019 shares of the Company’s common stock issued and outstanding, respectively. Common Share Issuances On December 14, 2018, the Company entered into an Advisory Consulting Agreement (“Agreement”). Per the terms of the Agreement, the Company is to issue 50,000 common stock shares of the Company that vest 30 days from December 14, 2018 and an additional 250,000 common stock shares of the Company that vest monthly over 24 months. On January 14, 2019, the Company issued 50,000 common stock shares of the Company at $1.52 per share per the terms of this Agreement. From February 14, 2019 through December 31, 2019, the Company issued a total of 164,583 common stock shares of the Company at prices per share ranging from $1.52 to $5.05 per the terms of this Agreement. On December 14, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor for the purchase of 833,333 shares of common stock of the Company (the “Shares” or “Securities”) at $1.20 per share (the “Share Price”) for a total purchase price of One Million Dollars ($1,000,000) (the “Purchase Price”). Per the terms of the SPA, the Company and the investor agreed to multiple Closings and Closing Dates (as hereinafter defined): (1) a Closing of $250,000 five business days after the Closing Date; (2) a Closing of $250,000 ten (10) business days after the Closing Date; (3) a Closing of $250,000 thirty (30) business days after the Closing Date; and (4) a Closing $250,000 ninety (60) business days after the Closing Date. Each of the aforementioned being a Closing and the dates of each Closing being a Closing Date. The investor funded $250,000 on December 26, 2018 and the Company issued 208,333 common stock shares. The investor funded another $250,000 on December 31, 2018 and the Company issued another 208,333 common stock shares. The investor funded $250,000 on January 22, 2019 and another $250,000 on February 25, 2019 and the Company issued 208,333 common stock shares and 208,334 common stock shares, respectively. In addition, per the SPA, the investor had an option to purchase an additional 833,333 common stock shares of the Company at the Share Price of $1.20 for a period of 90 days subsequent to the last funds received from the multiple closings (“Option”). On May 21, 2019, the investor funded $250,000 and the Company issued 208,333 common stock shares at the Share Price relating to the investor’s Option. On November 7, 2018, the Company is to issue 13,827 common stock shares at $2.26 per share for investor relations consulting services to be performed over a six-month period. On January 1, 2019, the Company issued these 13,827 common stock shares at $2.26 per share. The total value of this issuance was $31,249. On February 1, 2019, the Company amended two convertible promissory notes totaling $600,000 to extend the maturity dates to February 28, 2019. For extending the maturity date, the Company will issue a total of 30,000 common stock shares of the Company at $2.32 price per share. The total value of this issuance was $69,600. The Company considered if the amendment of the convertible promissory note was a debt modification or extinguishment based on the guidelines of ASC 470-50, and concluded that the amendments of the convertible promissory notes were debt modifications. The Company recorded the fair market value of the 30,000 common stock shares issued as a debt discount that has been fully amortized as of March 31, 2019. On February 13, 2019, the Company entered into Debt Conversion Agreements (“Agreements”) with thirty convertible promissory note holders totaling $1,325,000 plus accrued interest and penalties of $213,859 that were converted into 832,365 common stock shares of the Company with a conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days. As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $812,241. In connection with the conversion of the convertible promissory notes, the Company will issue 657,655 warrants that were priced at $2.31 price per share. On February 14, 2019, the Company entered into a Debt Conversion Agreement (“Agreement”), where $250,000 (Two Hundred Fifty Thousand Dollars) of $650,000 (Six Hundred Fifty Thousand Dollars) of the Outstanding Balance under the Senior Secured Promissory Note effective April 27, 2017 which was replaced with an Amended and Restated Senior Secured Promissory Note dated August 27, 2017 (the “Note”) shall be converted into 135,135 (One Hundred Thirty-Five Thousand, One Hundred Thirty-Five) shares of Common Stock of the Company (the “Conversion Shares”) at a conversion price of $1.85 per share (a discounted rate calculated as an approximation based on 20% discount on 5 days volume weighted average price of the market rate). As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $201,351. On February 14, 2019, the Company entered into a First Amendment to Amended and Restated Senior Secured Promissory Note, that amends the Senior Secured Promissory Note effective April 27, 2017 which was replaced with an Amended and Restated Senior Secured Promissory Note effective August 27, 2017 (“Amended Agreement”) with the Note Holder (“Holder”). The Company and the Holder have agreed that the Maturity Date shall be extended to February 27, 2019 in exchange for 75,000 common stock shares of the Company at a price per share of $3.35. The total value of this issuance was $251,250. The Company considered if the amendment of the convertible promissory note was a debt modification or extinguishment based on the guidelines of ASC 470-50, and concluded that the amendments of the convertible promissory notes were debt modifications. The Company recorded the fair market value of the 75,000 common stock shares issued as a debt discount that has been fully amortized as of March 31, 2019. On February 15, 2019, the Company entered into a Debt Conversion Agreement (“Agreement”) to convert $400,000 of convertible promissory notes plus accrued interest of $71,342 into 254,779 common stock shares of the Company with a conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days. As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $630,238. On February 15, 2019, the Company entered into a Debt Conversion Agreement (“Agreement”) with a convertible promissory note holder totaling $1,000,000 plus accrued interest of $94,750 that were converted into 591,757 common stock shares of the Company with a conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days. As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $860,087. In connection with the conversion of the convertible promissory notes, the Company will issue 295,879 warrants that were priced at $2.31 price per share. On February 15, 2019, the Company entered into a Debt Conversion Agreement (“Agreement”) with a convertible promissory note holder totaling $1,575,000 plus accrued interest of $18,406 that were converted into 861,301 common stock shares of the Company with a conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days. As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $745,929. On February 19, 2019, the Company entered into a Debt Conversion Agreement (“Agreement”) with a convertible promissory note holder totaling $425,000 plus accrued interest of $425 that were converted into 168,819 common stock shares of the Company with a conversion price per share $2.52 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days. On February 19, 2019, the Company entered into a Consulting Agreement (“Agreement”) with a company. Per the terms of the Agreement, the Company is to issue 25,000 common stock shares of the Company for providing investor relations services, where 12,500 common stock shares of the Company are due immediately and the remaining 12,500 common stock shares of the Company is due June 19, 2019. On February 19, 2019, the Company issued 12,500 common stock shares of the Company at $3.39 per share. On July 1, 2019, the Company issued 12,500 common stock shares of the Company at $4.19 per share On February 25, 2019, the Company issued 46,875 and 83,333 common stock shares of the Company at $0.74 and $1.81 per share, respectively, relating to restricted stock issued from the Company’s 2017 Equity Incentive Plan. On April 16, 2019, the Company issued a total of 25,675 common stock shares at $2.31 per share from the cashless exercise of 88,769 warrants held by 5 warrant holders. The share price on the date of exercise was $3.25 per share. On April 29, 2019, the Company issued 45,000 common stock shares at $1.52 per share in regard to a Consulting Agreement (“Agreement”), dated January 4, 2019, with an individual for providing financial and investor relations services. On April 29, 2019 the Company issued 50,000 common stock shares at $1.84 per share in regard to an Advisory Consulting Agreement (“Agreement”), dated January 15, 2019, with an individual for providing financial advisory and business development services. On April 29, 2019 the Company issued 60,000 common stock shares at $3.78 per share in regard to a Media Advertising Agreement (“Agreement”), dated February 26, 2019, with a company for providing investor relations and media coverage services. On May 14, 2019, in connection with the Company’s acquisition of CHI (See Note 13), the Company issued 5,700,000 common stock shares as upfront consideration and estimated as of the Closing Date that approximately 8,410,875 common stock shares, of which 7,128,913 common stock shares are held in escrow, may be issued and released over a period of 5 months to 5 years related potential post-closing claims relating to, among other things, breaches of representations, warranties and covenants contained in the Merger Agreement and the future earn-out and achievement of a variety of milestones as defined in the Merger Agreement. From July 1, 2019 to September 30, 2019, the Company issued 137,309 common stock shares at price per shares ranging from $2.25 to $3.60 regarding various consulting and advisory services. From July 1, 2019 to September 30, 2019, the Company issued 285,723 common stock shares of the Company at a conversion prices per share of $1.85 in regard to a Debt Conversion Agreement (“Agreement”) with a convertible promissory note holder totaling $500,000 plus accrued interest of $28,588. As a result of the lower conversion price compared to the fair market value of the common stock on the date of issuance, the Company recorded a loss on conversion of $409,672. In connection with the conversion of the convertible promissory notes, the Company issued 312,500 warrants that were priced at $2.00 price per share. During the three months period ending September 30, 2019, the Company issued 34,876 common stock shares at a price per share of $1.85 in regard to a Stock Purchase Agreement (“SPA”) with an individual (“Landlord”) for the cancellation of two months rent and overages for property tax and general liability insurance. During the three months period ending September 30, 2019, the Company issued 528,780 common stock shares at a price per share of $3.30 in regard to a Securities Purchase Agreement (the “SPA”) with several accredited investors for a total purchase price of $1,745,000. During the three months period ending September 30, 2019, the Company issued 324,791 common stock shares of the Company at prices per share ranging from $0.74 and $1.81 in regard to restricted stock issued from the Company’s 2017 Equity Incentive Plan. During the three months period ending September 30, 2019, the Company issued a total of 66,753 common stock shares at $1.00 per share from the cashless exercise of 14,324 warrants and cash exercise of 60,480 warrants. The share price on the date of exercise was $4.11 per share. During the three months period ending September 30, 2019, the Company issued 30,000 common stock shares at a price per share of $1.42 in regard to a Patent Purchase Agreement (“Patent Agreement”) with an individual (“Assignor”) who is the owner of all rights, title and interest in and to certain Assigned Patents to purchase the rights to the Assigned Patents. On October 1, 2019 (“Effective Date”), the Company entered into a Consulting Agreement (“Agreement”) with an individual (“Consultant”). Per the terms of the Agreement, the Company will issue up to 75,000 restricted common stock shares (“Shares”), where two thousand (2,000) Shares will vest monthly over a fifteen-month period following the Effective Date, subject to Consultant’s continuous service as a consultant to the Company under this Agreement and the remaining Shares will vest based on the achievement of certain milestones as set forth in Exhibit A of the Agreement. The Company will issue 8,539 vested Shares at $3.15 per share for providing intellectual property management services over a fifteen-month period. The total value of the vested issuances was $26,898. From October 1, 2019 to December 31, 2019, the Company issued 20,833 common stock shares at a price per share of $1.81 regarding consulting services. Stock Payable During 2018, convertible promissory notes and accrued interests totaling $0.6 million was converted into 447,288 shares of common stock of the Company at prices ranging from $0.89 to $2.05 per share. As of our filing of our Form 10-K for the year ended December 31, 2019, the Company has not yet issued these common stock shares and has recorded a stock payable of $0.6 million. From July 1, 2019 to September 30, 2019, the Company entered into a Consulting Agreement (“Agreement”) with an individual. Per the terms of the Agreement, the Company is to issue 40,000 common stock shares of the Company at $3.93 per share for completing phase I and II of the Agreement. As of our filing of our Form 10-K for the year ended December 31, 2019, the Company has not yet issued these common stock shares and has recorded a stock payable of $0.2 million. On October 10, 2019, the Company is to issue 25,000 common stock shares at a price per share of $3.65 in regard to a Promissory Note (“Note”) with a company (“Lender”). Per the terms of the Note, the Company’s next bona fide sale or issuance of its preferred or common stock shares equal to or in excess of $2,000,000 in gross proceeds, in one transaction or a series of related transactions shall issue to the Lender 25,000 common stock shares of the Company. As of our filing of our Form 10-K for the year ended December 31, 2019, the Company has not yet issued these common stock shares and has recorded a stock payable of $0.09 million. On December 9, 2019, the Company is to release from escrow 7,485 common stock shares at a price per share of $2.80 for CHI achieving certain milestones as described in the Merger Agreement with CHI. In addition, the Company is to issue 80,433 common stock shares at a price per share of $2.80 for CHI achieving certain milestones as described in the Merger Agreement with CHI. As of our filing of our Form 10-K for the year ended December 31, 2019, the Company has not yet released or issued these common stock shares and has recorded a stock payable of $0.2 million.

BUSINESS COMBINATION AND DECONS

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY	12 Months Ended
	Dec. 31, 2019
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY
NOTE 16 - BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY	CHI Acquisition 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 Principal Amount Note CHI has developed a novel chewable delivery system, nanoemulsions, microemulsions, microcapsules and taste masking solutions. These technologies complement and expand the CUREfilm™ platform to enable the delivery of a wider range of active ingredients at higher doses. The combined technologies create a versatile platform for both immediate and controlled-release drug delivery. The acquisition was accounted for in accordance with ASC 805, Business Combinations. The equity consideration to be provided is subject to a variety of earn-out and milestone provisions thus of the 32,072,283 total potential shares to be issued, 26,372,283 shares are considered contingent shares to be released or issued over a period from 5 months to 5 years based on the various contingency as described in the Merger Agreement. (“Contingent Shares”). Under ASC 480-10-25, based on the variable number of shares to be issued as part of the acquisition, the fair value of the Contingent and Acquisition Warrant Shares of $14.6 million will be recorded as a liability as contingent share consideration as of May 14, 2019. Below is the change of contingent share consideration during the year ended December 31, 2019: (Dollars in thousands) Fair Value of the Contingent Share Consideration Fair value at December 31, 2018 $ - Fair value at May 14, 2019 14,632 Net change in fair value during the year ended December 31, 2019 1,657 Fair value of common stock shares to be released form escrow and to be issued (246 ) Fair Value at December 31, 2019 $ 16,043 The Company estimated the fair value of the preliminary purchase price for the acquisition of CHI is approximately $34.1 million. The Company acquired CHI through the issuance of shares of Common Stock of the Company with no cash consideration provided. The preliminary total purchase price was determined based on the following: i) Company’s closing price ($3.34) on May 14, 2019 for the Upfront Consideration Share; ii) the estimated fair value using the Monte-Carlo simulation of stock price correlation, and other variables over a 66 month performance period applied to the total number of contingent shares, which consists of the Clawback Shares, Achievement Shares and Earnout Shares, as determined based on the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished (“Adjusted Contingent Shares”); iii) the fair value of the Acquisition Warrant Shares based on using the Black-Scholes valuation using the a risk free rate of 2.4%, stock price volatility of 134.7%, no dividend payout, 1 year expected life, exercise price of $5.01 and an estimated stock price of $0.39 based on the end of the earn-out period, year 4 (as determine by using a Monte-Carlo simulation model); and iv) the Company estimated acquisition costs of $0.4 million, of which $0.3 million were included in general and administrative expenses for the period ended December 31, 2019. (Dollars in thousands) Shares Amount Upfront Consideration Shares 5,700,000 $ 19,038 Adjusted Contingent Shares 8,410,875 14,627 Acquisition Warrant Shares 8,018,071 5 Acquisition costs - 400 Total purchase price 22,128,946 $ 34,070 The Company estimated the fair value of acquired in-process research and development technology using the relief from royalty method. The fair values of acquired patents and developed technology were estimated using the multi-period excess earnings method. Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. The Company allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The excess of the purchase price over the estimated fair values is assigned to goodwill. The following table summarizes the preliminary estimated fair values of the assets and liabilities assumed in the CHI acquisition, which is subject to change during measurement period: (Dollars in thousands) Net assets acquired: Cash $ 8,487 Note receivable from CURE 2,000 Property, plant and equipment 83 Patents and development technology 650 In-process research and development 14,460 Goodwill 9,178 Accounts payable (354 ) Payroll tax liabilities (834 ) Net assets acquired 33,670 Acquisition costs 400 Net assets acquired and acquisition costs incurred $ 34,070 Information regarding identifiable intangible assets acquired in the CHI acquisition is presented below: (Dollars in thousands) Weighted-average Estimated useful life Preliminary Estimated Asset Fair Value Finite-lived intangible assets: Patent and developed technology 11.0 years $ 650 Total finite-lived intangible assets acquired 11.0 years $ 650 Supplemental Pro Forma Information The following unaudited supplemental pro forma financial information is based on our historical consolidated financial statements and CHI’s historical consolidated financial statements as adjusted to give effect to the May 14, 2019 acquisition of CHI’s. The unaudited supplemental pro forma financial information for the periods presented gives effect to the acquisition as if it had occurred on January 1, 2018. This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the periods presented. In addition, the unaudited pro forma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. The following table presents pro forma sales, net income attributable to Cure Pharmaceuticals Holding, Inc., and net income attributable to CURE per common share data assuming CHI was acquired at the beginning of the 2018 fiscal year (in thousands, except per share data): For the Years Ended December, 2019 2018 Net revenues $ 623 $ 584 Net loss (21,483 ) (11,859 ) Net loss attributable to Cure per common share, basic $ (0.62 ) $ (0.46 ) Net loss attributable to Cure per common share, diluted $ (0.62 ) $ (0.46 ) Deconsolidation of Oak Therapeutics, Inc. On April 15, 2019, the Company entered into a Termination and Release Agreement (“Agreement”) with Oak Therapeutics (“Oak”) to surrender all of its Oak shares to Oak and terminating any rights the Company might have to acquire additional shares or interest in Oak. The parties terminated all contractual relationships between them, whether written or verbal, express or implied. All license or other rights previously granted by Oak to the Company or the Company to Oak were terminated, including all licenses or rights of any kind granted by the Company. As of the date of deconsolidation, Oak has a negative net assets, which resulted in a gain of $0.08 million. In the Company’s consolidated financial statements for the year ended December 31, 2019, the Company’s investment in Oak has been written off and was reflected at a value of zero. The following information summarizes the results of operations of Oak for the period January 1, 2019 through April 15, 2019, the date of deconsolidation: (Dollars in thousands) January 1, 2019 through April 15, 2019 Revenue $ - Net loss $ 16

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2019
INCOME TAXES
NOTE 17 - INCOME TAXES	The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company generated a deferred tax asset through net operating loss carry-forwards. Management of the Company’s analysis indicates the net operating losses would be subject to significant limitations pursuant to Internal Revenue Code Section 382/383. The Company has not completed its IRC Section 382 Valuation, as required and the NOL’s because of potential Change of Ownerships might limit the usage or render the NOL’s completely worthless. Therefore, Management of the Company based upon Management’s evaluation has recorded a Full Valuation Reserve (100%), since it is more likely than not that no benefit will be realized for the Deferred Tax Assets. Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions. The total deferred tax asset is calculated by multiplying a domestic (US) 21 percent marginal tax rate by the cumulative Net Operating Loss Carryforwards (“NOL”). The Company currently has net operating loss carryforwards of approximately $36.6 million, which expire through 2039, in general. The deferred tax asset related to the NOL carryforwards Management has determined based on all the available information that a 100% Valuation reserve is required. The provision for incomes taxes for the years ending December 31 is as follows (in thousands): 2019 2018 Current expense Federal $ - $ - State - - Deferred expense Federal $ - $ - State - - Total income tax expense $ - $ - Deferred income tax (liabilities) assets at December 31 are as follows (in thousands): 2019 2018 Deferred income tax assets Net operating loss carryforward $ 12,007 $ 7,423 Deferred revenue 135 114 Allowance for doubtful accounts 66 9 Accrued expenses 31 21 Total deferred tax assets 12,239 7,567 Deferred income tax liabilities State income taxes (922 ) (469 ) Depreciation and amortization (16 ) (16 ) Valuation allowance (11,301 ) (7,082 ) Total deferred tax liabilities (12,239 ) (7,567 ) Deferred income tax, net $ - $ - Open income tax years for audit purposes (Federal and State) are from 2016 through 2019. The Company has not been serviced with any audit notices, as of the year ended December 31, 2019.

INTELLECTUAL PROPERTY AND COLLA

INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS	12 Months Ended
	Dec. 31, 2019
INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS
NOTE 18 - INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS	On September 4, 2018, Cure Pharmaceutical Holding Corp., through its subsidiary, Cure Pharmaceutical Corp. (together, the “Company”) entered into its first multi-year licensing agreement (the “Licensing Agreement”) with Canopy Growth Corporation, a company that engages in the production and sale of medical cannabis (“Canopy”). Under the terms of the Licensing Agreement, Canopy will have an exclusive license to certain of the Company’s intellectual property rights, including the Company’s patented, multi-layer oral thin film (OTF), CUREfilm™ technology for use with cannabis extracts and biosynthetic cannabinoids (“Products”) and the Company’s trademarks in markets around the world where it is legal for Canopy to sell the Products, excluding Asia. The Company will retain the right to manufacture synthetic cannabinoids for pharmaceutical applications. On November 7, 2019, the Company and Canopy entered into an Amendment Agreement (“Amendment”) to allow the Company to sell cannabinoid CUREfilm products (“Product”) to third parties internationally, excluding Canada, from the Effective Date until December 31, 2020. However, the Company shall not be allowed to sell any Product that are being specifically developed for Canopy, as identified per the Development Agreement between the Company and Canopy, which is dated on June 17, 2019. Canopy will manufacture CUREfilms that deliver cannabis extracts, expanding the commercialization and monetization of the CUREfilm technology. The parties will collaborate on new products and uses for the products. Canopy shall pay the Company approximately $0.3 million for costs associated with a feasibility study and technology transfer as well as certain milestone payments and royalties on product sales by Canopy with minimum royalties starting in 2020.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2019
COMMITMENTS AND CONTINGENCIES
NOTE 19 - COMMITMENTS AND CONTINGENCIES	Litigation From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Operating leases The Company maintains its corporate offices and manufacturing facility at 1620 Beacon Place, Oxnard, CA 93033, which contains approximately 25,000 square feet. The Company is currently on a month-to-month lease. Total rent expense was $0.3 million for the years ended December 31, 2019 and 2018. Finance leases During 2019 the Company entered into a 5-year equipment lease rental which requires the company to pay monthly payments of $0.02 million. The Company determined the payments represented substantially all of the fair value of the asset and recorded a right of use asset for $0.06 million and a finance lease liability for $0.06 million as of December 31, 2019 within other assets and liabilities. The company will make payment of $0.02 annually until October 2024. Interest associated with the lease is $0.01 million or less annually based on a discount rate of 9.0%. For the year ended December 31, 2019, the current portion and long-term portion of finance capital lease liability is $0.01 million and $0.05 million, respectively. For the year ended December 31, 2018 the Company did not have any current or long-term portion of finance capital lease liability. Future minimum lease payments under non-cancellable capital leases as of December 31, 2019 are as follows (in thousands): 2020 $ 16 2021 16 2022 16 2023 16 2024 13 Thereafter - Total $ 77

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2019
SUBSEQUENT EVENTS
NOTE 20 - SUBSEQUENT EVENTS	Except for the event(s) discussed below, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the consolidated financial statements were issued and filed with the Securities and Exchange Commission. On January 10, 2020, the Company updated its website to include an update to information previously filed on November 14, 2019 with the Securities and Exchange Commission on a Current Report on Form 8-K (the “Original Form 8-K”). In the Original Form 8-K, the Company announced that the Company and Coeptis Pharmaceuticals, Inc. (“Coeptis”) entered into a non-binding term sheet contemplating that the Company and Coeptis will enter into a Merger Agreement pursuant to which a wholly-owned subsidiary of the Company will merge into Coeptis so that Coeptis will become a wholly-owned subsidiary of the Company with the final terms and valuation to be determined based on certain contingent events. The Company announced that despite the strategic merits of the proposed transaction, the parties were unable to arrive at mutually agreeable terms to complete the acquisition and negotiations related to the acquisition have terminated. On January 14, 2020, the Company issued 10,417 common stock shares at a price per share of $2.61 for advisory services. On February 3, 2020, the Company entered into an exclusive license agreement with Releaf Europe b.v. ("Releaf"), a medical cannabis company based in the Netherlands, under which it will license its microCURE technology for use in topicals and oral solutions and expires on February 2, 2025. The royalty-bearing license is exclusive to the Netherlands where Releaf will pay a 6% to 8% royalty on net revenues of products sold by Releaf. On February 5, 2020 and February 13, 2020, the Company purchased two Convertible Loans (“Loans”) with a company (“Borrower”) for a total amount of $0.3 million. The Borrower shall accrue interest on the Loan at 6% per annum and shall become due and payable to the Company at the earlier of the conversion date, the date when the Loans are repaid or at the maturity date of October 31, 2021 (“Maturity Date”). In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amounts of the Loans and any unpaid accrued interests shall be converted into shares of the Borrower (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event the Borrower completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Borrower agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million. On February 11, 2020, the Company entered into a non-exclusive license agreement ("Agreement") with Vanguard Scientific Systems ("VSS"), a botanical extraction equipment manufacturer, under which rights were granted to the Company's super-critical fluid cannabis extraction patents which cover methods enabled by the licensee's extraction equipment. The Agreement expires on February 10, 2025. VSS shall pay a royalty fee of 1.5% of net revenue sales of up to $10 million and 2% of net revenue sales equal to and greater than $10 million. The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in which the Company operates could disrupt the operation of the Company’s business. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company’s business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company’s business. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity.
Principles of Consolidation	The consolidated financial statements include the accounts of CURE Pharmaceutical Holding Corp (“CPHC”) and its wholly-owned subsidiaries, CURE Pharmaceutical Corporation (“CURE”) Chemistry Holdings Inc. and related subsidiaries recently acquired (collectively referred to as “CHI”) and its 63% majority owned subsidiary Oak Therapeutics, Inc. (“Oak”) through April 15, 2019 as the Company entered into a Termination and Release Agreement with Oak to surrender all of the Company’s shares of Oak and terminate any rights the Company may have to acquire additional shares or interest in OAK, collectively referred to as (“CURE”, “we”, “us”, “our” or the “Company”). All significant inter-company balances and transactions have been eliminated in consolidation. The Company’s film strip product represents the principal operations of the Company. Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company’s purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Going Concern and Management's Liquidity Plans	The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2019, we had an accumulated deficit of approximately $50.6 million and a working capital deficit of approximately $5.6 million. Our operating activities consume the majority of our cash resources. We anticipate that we will continue to incur operating losses and negative cash flows from operations, at least into the near future, as we execute our commercialization and development plans and strategic and business development initiatives. As of the date of this report we had approximately $1.6 million of cash on hand, which is expected to provide operating cash needs for up to six months. We have previously funded, and intend to continue funding, our losses primarily through the issuance of common stock and/or convertible promissory notes, combined with or without warrants, and cash generated from our product sales and research and development and license agreements. We are currently discussing various financing alternatives with potential investors, but there can be no assurance that these funds will be available on terms acceptable to us or will be enough to fully sustain operations. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to extend payables, reduce expenditures, or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.
Reclassifications	Certain reclassifications have been made to prior year’s consolidated financial statements to enhance comparability with the current year’s consolidated financial statements. These reclassifications had no effect on the previously reported net loss.
Use of Estimates	The preparation of the accompanying consolidated financial statements in conformity with GAAP 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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts, valuation of intangible assets, depreciative and amortization useful lives, assumptions used to calculate the fair value of the contingent share consideration, stock based compensation, beneficial conversion features, warrant values, deferred taxes and the assumptions used to calculate derivative liabilities. Actual results could differ materially from such estimates under different assumptions or circumstances.
Cash and Cash Equivalents	The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2019, and 2018, the Company had no cash equivalents at December 31, 2019 and 2018, the Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2019 and 2018, the Company had $3.8 million and $0.2 million in excess of the federal insurance limit, respectively.
Investment in Associates	An associate is an entity over which the Company has significant influence through an investment. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies. The results of assets and liabilities of associates are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Company’s share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Company’s interest in that associate are not recognized. Additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment. On November 1, 2019, the Company purchased a Convertible Loan (“Loan”) with a Releaf Europe BV (“Releaf”) in the amount of $0.2 million. Releaf shall accrue interest on the Loan at 6% per annum and shall become due and payable to the Company at the earlier of the conversion date, the date when the Loan is repaid or at the maturity date of October 31, 2021 (“Maturity Date”). In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amount of the Loan and any unpaid accrued interest shall be converted into shares of Releaf (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event Releaf completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million. As of December 31, 2019, the Company recorded an investment using the cost method of accounting in Releaf and did not record any accrued interest relating to this Loan The Company follows Accounting Standards Codification (“ASC”) 325-20, Cost Method Investments
Property and Equipment	The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Depreciation has been provided using the straight-line method on the following estimated useful lives: Manufacturing equipment 5-7 years Computer and other equipment 3-7 years Leasehold Improvements 3-7 years
Leases	The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current operating lease liabilities, and Noncurrent operating lease liabilities in the Consolidated Balance Sheet. Finance leases are included in finance lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in the Consolidated Balance Sheet. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The lease liability is measured as the present value of the unpaid lease payments, and the right-of-use asset value is derived from the calculation of the lease liability. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments do not include (i) variable lease payments other than those that depend on an index or rate, (ii) any guarantee by the lessee of the lessor’s debt, or (iii) any amount allocated to non-lease components, if such election is made upon adoption, per the provisions of the New Lease Standard. The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments, since the Company does not know the actual implicit rates in its leases. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company's lease term includes any option to extend the lease when it is reasonably certain to be exercised based on considering all relevant economic factors.
Accounts receivable	Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. At December 31, 2019 management determined that an allowance was not necessary. At December 31, 2018, management recorded an allowance of $0.008 million.
Inventory	Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of its inventory, which includes amounts related to materials, direct labor, and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified.
Impairment of Long-Lived Assets	We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, we record charges for impairments. Specifically: • For finite-lived intangible assets, such as acquired developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and • For indefinite-lived intangible assets, such as goodwill, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of December 31, 2019 or December 31, 2018.
Business Combinations	The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the value of the assets acquired and liabilities assumed is recognized as goodwill. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include: Patents and developed technology. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for Patents and developed technology is between eleven and twenty years.
Revenue Recognition	We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue Recognition”. The Company adopted Topic 606 using a modified retrospective approach for the years ended December 31, 2018 and prior and has been applied prospectively in the Company’s financial statements beginning January 1, 2018. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the Company’s financial statements, at initial implementation nor will it have a material impact on an ongoing basis. To achieve the core principle of Topic 606, we perform the following steps: 1. Identify the contract(s) with customer; 2. Identify the performance obligations in the contract; 3. Determine the transactions price; 4. Allocate the transactions price to the performance obligations in the contract; and 5. Recognize revenue when (or as) we satisfy a performance obligation. We derive revenues from two primary sources: products and services. Product revenue includes the shipment of product according to the agreement with our customers. Services include research and development contracts for the development of OTF products utilizing our CureFilm™ Technology or our other proprietary technologies. Rarely, contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are sold on a standalone basis. The Company’s consulting research and development income include services for the development of OTF products utilizing our CureFilm™ Technology. Most of our development contracts have four phases. Revenue is recognized based on progress toward completion of the performance obligation in each phase. The method to measure progress toward completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the input method to measure progress for its contracts because it best depicts the transfer of assets to the customer, which occurs as the Company incurs costs for the contracts. Under the cost-to-cost measure of progress, the progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenue is recorded proportionally as costs are incurred. Costs to fulfill these obligations mainly include materials, labor, supplies and consultants. Contract liabilities is shown separately in the consolidated balance sheets. At December 31, 2019 and 2018 we had contract liabilities of $0.5 million and $0.4 million, respectively.
Cost of Revenues	Cost of revenues primarily consists of labor and manufacturing costs for our products.
Advertising Expense	The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in general and administrative expense in the accompanying consolidated statements of operations. The Company recorded advertising costs of $0.5 million and $0 for the years ended December 31, 2019 and 2018, respectively.
Research and Development	Costs incurred in connection with the development of new products and processes are charged to research and development expenses as incurred. The Company recorded research and development expenses of $2.3 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively.
Income Taxes	The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.
Stock-Based Compensation	Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 2018-07 (Topic 718) for share-based payments to employees, consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the grant date. The Company uses the Black-Scholes option valuation model for estimating fair value at the date of grant. The Company accounts for restricted stock awards and stock options issued at fair value, based on an exercise price per share equal to the volume-weighted average of the high and low selling prices of the Company’s common stock reported on the OTC Bulletin Board for the five (5) trading days in the Company’s common stock beginning with the third (3rd) such trading following the Filing Date and ending with the seventh (7th) such trading day following the Filing Date. Compensation expense is recognized for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to the Company generally using the straight-line single option method. In the case of award modifications, the Company accounts for the modification in accordance with ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, whereby the Company recognizes the effect of the modification in the period the award is modified. As of January 1, 2019, the Company adopted ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting of share-based payment awards issued to employees and nonemployees. The adoption did not materially impact our consolidated financial statements.
Fair Value of Financial Instruments	The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses and notes and loans payable approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these instruments as management believes that such notes constitute substantially all of the Company’s debt and the interest payable on the notes approximates the Company’s incremental borrowing rate. We measured the liability for price adjustable warrants and embedded derivative features in the convertible notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. (See Note 12) We measured the contingent stock consideration based on the following: i) Company’s closing price at the end of each quarter; ii) the estimated fair value using the Monte-Carlo simulation of stock price correlation, and other variables over a 61 month performance period applied to the total number of contingent shares, as determined based on the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished; and iii) the fair value of the acquisition warrant shares based on using the Black-Scholes valuation The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of derivative liability $ 618 $ - $ - $ 618 The fair value of contingent stock consideration is evaluated each reporting period using projected financial information, discount rates, and key inputs. Projected contingent payment amounts are discounted back to the current period using a discount rate. Financial information is based on the Company’s most recent internal forecasts. Changes in projected financial information, the Company’s stock price, discount rate and time for settlement of milestones and earnouts may result in higher or lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement. For the period from the date of acquisition to December 31, 2019, the Company’s stock price, volatility percentage and the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished resulted in a decrease of the fair value of the contingent stock consideration.
Beneficial Conversion Feature	If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.
Derivative Liabilities	ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At December 31, 2019 and 2018, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations.
Non-controlling Interests in Consolidated Financial Statements	The Company follows ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements.” This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of December 31, 2019, and 2018, the Company reflected a non-controlling interest of $0 and $0.02 million respectively, in connection with our majority-owned subsidiary, Oak Therapeutics Inc. as reflected in the accompanying consolidated balance sheets.
Contingencies	We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition.
Net Loss per Common Share	Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, excluding any unvested restricted stock awards. Diluted net loss per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net loss is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following table sets forth the computation of basic and diluted net income per share for the year ended (in thousands, except per share data): (Dollars in thousands) December 31, 2019 December 31, 2018 Net loss attributable to the Company $ (21,363 ) $ (10,401 ) Weighted average outstanding shares of common stock 34,540,461 24,999,824 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - Conversion of convertible notes - - Issuance of contingent shares relating to CHI acquisition - - Common stock and common stock equivalents 34,540,461 24,999,824 Income per share: Basic net income per share $ (0.62 ) $ (0.42 ) Diluted net income per share $ (0.62 ) $ (0.42 ) The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive (in thousands, except per share data): December 31, 2019 December 31, 2018 Vested stock options from the Company’s 2017 Equity Incentive Plan 1,481,391 97,742 Warrants 6,648,446 2,879,695 Shares to be issued upon conversion of convertible notes 115,047 236,475 Total 8,244,884 3,213,912 In connection with CHI acquisition, the Company estimated as of the Closing Date that approximately 8,410,875 common stock shares, of which 7,128,913 common stock shares are held in escrow, may be issued and released over a period of 5 months to 5 years. These potential post-closing claims relate to, among other things, breaches of representations, warranties and covenants contained in the Merger Agreement and the future earn-out and achievement of a variety of milestones as defined in the Merger Agreement. Additionally, a warrant was issued to purchase up to 8,018,071 common stock shares which vest based on various revenue achievement during year 3 and year 4 post the CHI acquisition Closing Date. Due to the uncertainty of the number of shares to be issued and vested under the warrant, these shares were not included in the table above.
Emerging Growth Company	We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i), and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
Recent Accounting Pronouncements Adopted	ASU 2016-02 In February 2016, the FASB issued ASU 2016-02, “ Leases The new standard provides optional practical expedients in transition. We will only elect the package of practical expedients where, under the new standard, prior conclusions about lease identification, lease classification and initial direct costs do not need to be reassessed. The new standard also provides practical expedients for ongoing accounting where we elected the practical expedients on adoption and did not record any ROU asset with terms of less than 12 months. ASU 2018-07 In June 2018, the FASB issued ASU No. 2018-7, Compensation – Stock Compensation (Topic 718) — Improvements to Nonemployee Share-Based Payment Accounting. This guidance supersedes ASC 505-50 and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The guidance permits early adoption and was adopted by the Company in the first quarter of fiscal year 2019. The adoption of this ASU did not have any impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted	ASU 2016-13 In June 2016, the FASB issued ASU 2016-13 (as amended through November 2019), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2018-13 In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ASU 2017 - 04 2017 In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04 Intangibles - Goodwill and other, which simplifies the test for goodwill impairment. This Update eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of the assets acquired and liabilities assumed in a business combination. Instead an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, however the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is in the process of evaluating the impact of this standard update on its consolidated financial statements and related disclosures. ASU 2018-15 In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company early-adopted this standard on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. ASU 2020-01 In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 Investments – Equity Securities Other accounting standard updates effective for interim and annual periods beginning after December 31, 2019 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. There are various other updates recently issued, however, they are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
Schedule of property and equipment	Manufacturing equipment 5-7 years Computer and other equipment 3-7 years Leasehold Improvements 3-7 years
Schedule of assets and liabilities measured at fair value	The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis (in thousands): (Dollars in thousands) Total Level 1 Level 2 Level 3 Fair value of derivative liability $ 618 $ - $ - $ 618
Schedule of basic and diluted loss per share	(Dollars in thousands) December 31, 2019 December 31, 2018 Net loss attributable to the Company $ (21,363 ) $ (10,401 ) Weighted average outstanding shares of common stock 34,540,461 24,999,824 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - Conversion of convertible notes - - Issuance of contingent shares relating to CHI acquisition - - Common stock and common stock equivalents 34,540,461 24,999,824 Income per share: Basic net income per share $ (0.62 ) $ (0.42 ) Diluted net income per share $ (0.62 ) $ (0.42 )
Schedule of diluted net income (loss)	December 31, 2019 December 31, 2018 Vested stock options from the Company’s 2017 Equity Incentive Plan 1,481,391 97,742 Warrants 6,648,446 2,879,695 Shares to be issued upon conversion of convertible notes 115,047 236,475 Total 8,244,884 3,213,912

PREPAID EXPENSES AND OTHER AS_2

PREPAID EXPENSES AND OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2019
PREPAID EXPENSES AND OTHER ASSETS (Tables)
Schedule of prepaid expenses and other assets	December 31, 2019 December 31, 2018 Prepaid consulting services – stock-based compensation $ - $ 936 Prepaid consulting services 285 82 Prepaid clinical study 175 - Prepaid insurance 146 120 Other Receivables - 3 Prepaid equipment 1,135 - Prepaid inventory 5 - Prepaid expenses 48 37 Prepaid expenses and other assets $ 1,794 $ 1,178 Current portion of prepaid expenses and other assets $ (1,794 ) $ (946 ) Prepaid expenses and other assets less current portion $ - $ 232

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2019
INVENTORY (Tables)
Schedule of inventory	December 31, 2019 December 31, 2018 Raw Materials $ 78 $ 25 Packaging Components 50 8 Work-In-Process 18 8 Finished Goods 15 - $ 161 $ 41 Reserve for Obsolescence (5 ) (3 ) Total inventory $ 156 $ 38

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2019
PROPERTY AND EQUIPMENT (Tables)
Schedule of property and equipment, net	December 31, 2019 December 31, 2018 Manufacturing equipment $ 902 $ 842 Computer and other equipment 585 183 Leasehold improvements 77 48 Less accumulated depreciation (923 ) (773 ) Property and Equipment, net $ 641 $ 300

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2019
NOTES RECEIVABLE (Tables)
Schedule of note receivable	December 31, 2019 December 31, 2018 Coeptis Pharmaceuticals, Inc. $ 200 $ - Less: allowance for doubtful accounts (200 ) - Note receivable, net $ - $ -

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2019
INTANGIBLE ASSETS (Tables)
Schedule of intangible assets, net	Estimated Fair Value Remaining Estimated Useful Life (Years) Annual Amortization Expense Intellectual Property $ 972 11.24 $ 198 Patents 1,279 12.50 57 In-Process research and development technology 14,460 13.58 172 Total $ 16,711 $ 427 Less: accumulated amortization (615 ) Net intangibles $ 16,096 Less: Pending patents not amortized (14,578 ) Net intangible assets subject to amortization $ 1,518
Schedule of future amortization expense	2020 $ 119 2021 119 2022 119 2023 119 2024 119 Thereafter 923 Total Amortization $ 1,518

LOAN PAYABLE (Tables)

LOAN PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2019
LOAN PAYABLE (Tables)
Schedule of loan Payable	(Dollars in thousands) December 31, 2019 December 31, 2018 Note to a company due August 29, 2019, including interest at 6.00% per annum, unsecured, interest due monthly $ - $ 105 Note to a company due September 29, 2020, including interest at 4.95% per annum; unsecured; interest due monthly 127 - Current portion of loan payable (127 ) (105 ) Loan payable, less current portion $ - $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2019
NOTES PAYABLE (Tables)
Schedule of notes payable	December 31, 2019 December 31, 2018 Note to a company amended on August 27, 2017 and due on or before one month from the amended date and the maturity date shall be extended for one-month periods as long as the Company is not in default, interest shall accrue at 10% per annum, secured by the Company’s intellectual property. On February 14, 2019, the Company entered into a Debt Conversion Agreement where $250,000 of $650,000 of the outstanding balance was converted into 135,135 common stock shares of the Company and the remaining balance was repaid on May 21, 2019. $ - $ 650 Note to an individual, non-interest bearing, unsecured and has no fixed terms of repayment 50 50 Note to an individual due April 1, 2019, interest payable at 6% per annum, unsecured, principal and accrued interest due at maturity. The Company issued 50,000 shares of its common stock on October 18, 2018 at a price per share of $2.88 as an equity kicker. This note and accrued interest was repaid on April 2, 2019. - 150 Note to a company due December 15, 2018, interest payable at 5% per annum, unsecured, principal and accrued interest due at maturity. If this note is still outstanding as of the date of any bona fide sale of the Company’s preferred stock or common stock in excess of $4,000,000 in gross proceeds, in one transaction or a serious of related transactions, which offering definitively sets a price per share of common stock and results in a listing of the Company’s common stock on a national securities exchange. On January 1, 2019, we entered into an Amendment to extend the maturity date to June 30, 2019. This note was repaid on May 29, 2019. 100 Total $ 50 $ 950 Unamortized discount (30 ) Current portion of loan payable (50 ) (920 ) Loan payable, less current portion $ - $ -

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	12 Months Ended
	Dec. 31, 2019
CONVERTIBLE PROMISSORY NOTES (Tables)
Schedule of convertible promissory notes	December 31, 2019 December 31, 2018 Convertible promissory notes totaling $1,400,000 due between December 31, 2018 and February 28, 2019, interest payable at 8% per annum; unsecured; principal and accrued interest convertible into common stock at the lower of $7.00 per share or the price per share of the latest closing of a debt or equity offering by the Company greater than $3,000,000; accrued interest due between December 31, 2018 and February 28, 2019. A total of $250,000 convertible promissory notes was repaid in 2018 and $450,000 convertible promissory notes were repaid in 2019. A total $400,000 of convertible promissory notes plus accrued interest of $71,342 have been converted in to 254,779 common stock shares of the Company in 2019. Remaining $550,000 of convertible promissory notes are currently in default; however, the Company has offered to either repay the convertible promissory notes or request to have them converted into common stock shares of the Company. The beneficial owners of the convertible promissory notes have not yet communicated their intent to either receive payment or convert. $ 550 $ 1,400 Convertible promissory notes totaling $1,275,000 due November 30, 2018 and $750,000 due February 28, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning September 30, 2018, which has not yet been paid. During the first quarter of 2019, the Company repaid $275,000. On February 13, 2019, $750,000 of convertible promissory notes plus accrued interest and penalties of $135,825 were converted into 479,144 common stock shares of the Company. On February 15, 2019, $1,000,000 of convertible promissory notes plus accrued interest and penalties of $94,750 were converted into 591,757 common stock shares of the Company. - 2,025 Convertible promissory note totaling $500,000 due April 30, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at a price per share (the “ Voluntary Conversion PPS “) equal to 75% of the average of the closing prices of the Company’s Common Stock on the OTC Market (or any other market on which the common stock of the Company is then listed for trading) over the thirty (30) consecutive trading days prior to the delivery of the notice of conversion by the Investor to the Company, or, if at the time of such conversion the shares of the Company’s Common Stock are not listed for trading, then the entire then outstanding Investment Amount shall be converted into that number of shares of the most senior class of shares of the Company existing at the time of such conversion, at a price per share equal to 75% of the fair market value of such Common Stock as shall be determined by the Board of Directors based on, among others, a valuation prepared by an independent third party and which shall have been submitted to the Company not more than 90 days prior to the date of such determination by the Board of Directors. In the event of the consummation by the Company, on or before the Maturity Date, of a transaction or series of related transactions in which the Company issues equity securities of the Company in consideration of at least US$4,000,000 (a “ Financing “), the then outstanding Investment Amount not previously converted hereunder shall be automatically converted, immediately prior to (but conditioned upon) the consummation of such Financing, into such number of shares (or a sub-class thereof) issued by the Company in the Financing, equal to the outstanding Investment Amount divided by a price per share equal to 75% of the lowest price per share paid to the Company in the Financing. In the event the Financing is not consummated by the Maturity Date, then the outstanding Investment Amount as of the Maturity Date not previously converted hereunder shall be automatically converted, on the Maturity Date, into such number of shares (or a sub-class thereof) issued by the Company in the Financing, equal to the outstanding Investment Amount divided by the Voluntary Conversion PPS. This convertible promissory note and accrued interest was repaid on April 29, 2019. - 500 Convertible promissory note totaling $500,000 due December 31, 2018, interest payable at 9% per annum; secured by all assets of the company; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning September 30, 2018. In 2019, the noteholder of this convertible promissory note entered into a debt conversion agreement to convert this convertible promissory note plus accrued interest into common stock shares of the Company at a $1.85 conversion price. - 500 Convertible promissory notes totaling $575,000 due June 27, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning December 31, 2018. $575,000 convertible promissory notes due June 27, 2019 plus accrued interest and penalties of $78,034 have been converted into 353,221 common stock shares of the Company in 2019. - 575 Convertible promissory notes totaling $2,000,000 due October 31, 2019, interest payable at 9% per annum; unsecured; principal and accrued interest convertible into common stock at either the price per share equal to the average closing price of the Company’s Common Stock on the OTC Markets for the five consecutive trading days prior to the delivery of a Notice of Conversion (“Optional Conversion”) or price per share equal to 75% of the price of the Company’s next bona fide sale of its preferred stock or Common Stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of related transactions, which offering definitively sets a price per share of the Company’s Common Stock or preferred stock and enables the Company to list its common stock on a national securities exchange; accrued interest to be paid quarterly beginning December 31, 2018, which has not yet been paid. In 2019, the noteholder of this convertible promissory note entered into a debt conversion agreement to convert this convertible promissory note plus accrued interest into common stock shares of the Company at a $1.85 conversion price. - 575 550 5,575 Unamortized discount - (333 ) Current portion of convertible promissory notes 550 5,242 Convertible promissory notes, less current portion $ - $ -

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	12 Months Ended
	Dec. 31, 2019
DERIVATIVE LIABILITY (Tables)
Schedule of fair value measurements on recurring basis	The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 91 $ - $ - $ 91 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 618 $ - $ - $ 618
Schedule of derivative liability assumptions used	Significant assumptions: Risk-free interest rate at grant date 1.55%-2.33% Expected stock price volatility 77.52%-138.42% Expected dividend payout - Expected option life (in years) 1 Expected forfeiture rate 0
Reconciliation of derivative liabilities	Fair value of derivative liabilities Balance at December 31, 2017 $ 91 Initial fair value of derivative liability recorded as debt discount 298 Gain on change in fair value included in earnings 229 Balance at December 31, 2018 618 Loss on change in fair value included in earnings (527 ) Balance at December 31, 2019 $ 91

WARRANT AGREEMENTS (Tables)

WARRANT AGREEMENTS (Tables)	12 Months Ended
	Dec. 31, 2019
WARRANT AGREEMENTS (Tables)
Schedule of change in warrant	Warrants Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2018 5,340,751 $ 2.20 3.80 Granted 9,489,340 $ 4.62 4.10 Exercised (163,573 ) $ 1.83 - Forfeited/Expired - $ - - Outstanding, December 31, 2019 14,666,518 $ 3.70 2.99 Exercisable at December 31, 2019 6,648,446 $ 2.07 1.31
Schedule of warrant summary	Warrant summary for the year ended December 31, 2019: Range of Exercise Price Number of Warrants Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Exercise Price $ 1.00–$7.00 14,666,518 2.99 $ 3.70 6,648,446 $ 2.07 14,666,518 2.99 $ 3.70 6,648,446 $ 2.07 Warrant summary for the year ended December 31, 2018: Range of Exercise Price Number of Warrants Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Exercise Price $ 1.00 - $7.00 5,340,751 3.80 $ 2.20 4,316,751 $ 2.25 5,340,751 3.80 $ 2.20 4,316,751 $ 2.25
Schedule of fair value of warrant valuation assumptions	December 31, 2019 December 31, 2018 Significant assumptions (weighted-average): Risk-free interest rate at grant date 1.69 % 2.51 % Expected stock price volatility 82.66 % 156.15 % Expected dividend payout - - Expected option life (in years) 3 3 Expected forfeiture rate 0 % 0 %

STOCK INCENTIVE PLANS (Tables)

STOCK INCENTIVE PLANS (Tables)	12 Months Ended
	Dec. 31, 2019
STOCK INCENTIVE PLANS (Tables)
Schedule of stock option activity	Options Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2018 2,313,050 $ 0.79 9.27 Granted 1,390,000 $ 3.54 7.36 Exercised - - - Forfeited/Expired (235,400 ) $ 1.59 - Outstanding, December 31, 2019 3,467,650 $ 1.84 8.74 Exercisable at December 31, 2019 1,712,731 $ 1.38 8.55 Range of Exercise Price Number of Awards Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Awards Exercisable Weighted Average Exercise Price $ 0.61-$4.01 3,467,650 8.74 $ 1.84 1,712,731 $ 1.38 3,467,650 8.74 $ 1.84 1,712,731 $ 1.38
Weighted-average fair value of options granted	December 31, 2019 December 31, 2018 Significant assumptions (weighted-average): Risk-free interest rate at grant date 1.69 % 2.51 % Expected stock price volatility 82.66 % 156.15 % Expected dividend payout - - Expected option life (in years) 10 10 Expected forfeiture rate 0 % 0 %
Schedule of non-vested restricted award shares	Restricted Stock Shares Weighted Average Grant Date Fair Value Non-vested, December 31, 2018 317,708 $ 1.44 Granted 84,177 3.17 Vested (319,799 ) 1.57 Forfeited/Expired - - Non-vested, December 31, 2019 82,086 $ 2.69
Schedule of restricted stock unit	Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2018 - $ - Granted 60,759 3.66 Vested - - Forfeited/Expired - - Outstanding, December 31, 2019 60,759 $ 3.66

BUSINESS COMBINATION AND DECO_2

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Tables)	12 Months Ended
	Dec. 31, 2019
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Tables)
Schedule of contingent share consideration	(Dollars in thousands) Fair Value of the Contingent Share Consideration Fair value at December 31, 2018 $ - Fair value at May 14, 2019 14,632 Net change in fair value during the year ended December 31, 2019 1,657 Fair value of common stock shares to be released form escrow and to be issued (246 ) Fair Value at December 31, 2019 $ 16,043
Schedule of estimated acquisition costs	(Dollars in thousands) Shares Amount Upfront Consideration Shares 5,700,000 $ 19,038 Adjusted Contingent Shares 8,410,875 14,627 Acquisition Warrant Shares 8,018,071 5 Acquisition costs - 400 Total purchase price 22,128,946 $ 34,070
Schedule of estimated fair values of the assets and liabilities assumed	(Dollars in thousands) Net assets acquired: Cash $ 8,487 Note receivable from CURE 2,000 Property, plant and equipment 83 Patents and development technology 650 In-process research and development 14,460 Goodwill 9,178 Accounts payable (354 ) Payroll tax liabilities (834 ) Net assets acquired 33,670 Acquisition costs 400 Net assets acquired and acquisition costs incurred $ 34,070
Schedule of intangible assets acquired	(Dollars in thousands) Weighted-average Estimated useful life Preliminary Estimated Asset Fair Value Finite-lived intangible assets: Patent and developed technology 11.0 years $ 650 Total finite-lived intangible assets acquired 11.0 years $ 650
Schedule of net income per common share	For the Years Ended December, 2019 2018 Net revenues $ 623 $ 584 Net loss (21,483 ) (11,859 ) Net loss attributable to Cure per common share, basic $ (0.62 ) $ (0.46 ) Net loss attributable to Cure per common share, diluted $ (0.62 ) $ (0.46 )
Schedule of deconsolidation	(Dollars in thousands) January 1, 2019 through April 15, 2019 Revenue $ - Net loss $ 16

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2019
INCOME TAXES (Tables)
Schedule of income tax expense benefit	2019 2018 Current expense Federal $ - $ - State - - Deferred expense Federal $ - $ - State - - Total income tax expense $ - $ -
Schedule of deferred income tax, net	2019 2018 Deferred income tax assets Net operating loss carryforward $ 12,007 $ 7,423 Deferred revenue 135 114 Allowance for doubtful accounts 66 9 Accrued expenses 31 21 Total deferred tax assets 12,239 7,567 Deferred income tax liabilities State income taxes (922 ) (469 ) Depreciation and amortization (16 ) (16 ) Valuation allowance (11,301 ) (7,082 ) Total deferred tax liabilities (12,239 ) (7,567 ) Deferred income tax, net $ - $ -

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2019
COMMITMENTS AND CONTINGENCIES (Tables)
Schedule of future minimum lease payments	2020 $ 16 2021 16 2022 16 2023 16 2024 13 Thereafter - Total $ 77

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)ft²shares	May 14, 2019$ / shares	Nov. 10, 2017shares
State of Incorporation | $
Date of Incorporation	May 15, 2014
Ownership percentage	65.00%
Oxnard, CA [Member]
Area of cGMP manufacturing plant | ft²	25,000
Oak Therapeutics [Member]
Ownership percentage			63.00%
Shares received | shares			269,000
Merger Agreement [Member]
Common stock, par value | $ / shares		$ 0.001

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2019
Manufacturing Equipment [Member] | Minimum [Member]
Estimated useful lives	5 years
Manufacturing Equipment [Member] | Maximum [Member]
Estimated useful lives	7 years
Computer and other equipment [Member] | Minimum [Member]
Estimated useful lives	3 years
Computer and other equipment [Member] | Maximum [Member]
Estimated useful lives	7 years
Leasehold Improvements [Member] | Minimum [Member]
Estimated useful lives	3 years
Leasehold Improvements [Member] | Maximum [Member]
Estimated useful lives	7 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair value of contingent stock consideration	$ 16,043
Fair value of derivative liability	91	$ 618
Fair value of contingent stock consideration	6,975
Fair Value, Inputs, Level 1 [Member]
Fair value of derivative liability
Fair value of contingent stock consideration
Fair Value, Inputs, Level 2 [Member]
Fair value of derivative liability
Fair value of contingent stock consideration
Fair Value, Inputs, Level 3 [Member]
Fair value of derivative liability	91	$ 618
Fair value of contingent stock consideration	$ 16,043

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)
Net loss attributable to the Company	$ (21,363)	$ (10,401)
Weighted average outstanding shares of common stock	34,540,461	24,999,824
Dilutive potential common stock shares from:
Vested Stock options from the Company's 2017 Equity Incentive Plan
Warrants
Conversion of convertible notes
Issuance of contingent shares relating to CHI acquisition
Common stock and common stock equivalents	34,540,461	24,999,824
Income per share:
Basic net income per share	$ (0.62)	$ (0.42)
Diluted net income per share	$ (0.62)	$ (0.42)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)
Vested stock options from the company's 2017 Equity Incentive plan	1,481,391	97,742
Warrants	6,648,446	2,879,695
Shares to be issued upon conversion of convertible notes	115,047	236,475
Total	8,244,884	3,213,912

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	Nov. 01, 2019	Dec. 31, 2019	Dec. 31, 2018	Nov. 10, 2017
Accumulated deficit		$ (50,632)	$ (29,269)
Working capital deficit		(5,600)
Cash		1,600
Federal deposit insurance corporation insured limit		250,000	250,000
Amount in excess of FDIC limit		3,800	200
Allowance for doubtful accounts		0	8
Contract liabilities		500	400
Advertising costs		500	0
Research and development expense		$ 2,308	1,409
Valuation allowance percentage		100.00%
Adjusted Contingent Shares		8,410,875
Common stock shares held in escrow		7,128,913
Acquisition Warrant Shares		8,018,071
Non-controlling Interests		$ 0	20
Convertible debt		$ 550	$ 5,575
Ownership interest		65.00%
Oak Therapeutics [Member]
Ownership interest				63.00%
Borrower [Member]
Maturity date	Oct. 31, 2021
Convertible debt	$ 200
Accrued interest rate	6.00%
Request for conversion description	In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amount of the Loan and any unpaid accrued interest shall be converted into shares of Releaf (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event Releaf completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million.

PREPAID EXPENSES AND OTHER AS_3

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
PREPAID EXPENSES AND OTHER ASSETS (Details)
Prepaid consulting services - stock-based compensation		$ 936
Prepaid consulting services	285	82
Prepaid clinical study	175
Prepaid insurance	146	120
Other Receivables		3
Prepaid equipment	1,135
Prepaid inventory	5
Prepaid expenses	48	37
Prepaid expenses and other assets	1,794	1,178
Current portion of prepaid expenses and other assets	(1,794)	(946)
Prepaid expenses and other assets less current portion		$ 232

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
INVENTORY (Details)
Raw Materials	$ 78	$ 25
Packaging Components	50	8
Work-In-Process	18	8
Finished Goods	15
Inventory, Gross	161	41
Reserve for Obsolescence	(5)	(3)
Total inventory	$ 156	$ 38

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Less accumulated depreciation	$ (923)	$ (773)
Property and Equipment, net	641	300
Manufacturing equipmentt [Member]
Property and Equipment	902	842
Computer and other equipment [Member]
Property and Equipment	585	183
Leasehold Improvements [Member]
Property and Equipment	$ 77	$ 48

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
PROPERTY AND EQUIPMENT (Details Narrative)
Depreciation expense	$ 200	$ 100

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Note receivable, net
Allowance for doubtful accounts	(200)
Coeptis Pharmaceuticals, Inc. [Member]
Note receivable, net	$ 200

NOTES RECEIVABLE (Details Narra

NOTES RECEIVABLE (Details Narrative) - Coeptis Pharmaceuticals, Inc. [Member] $ / shares in Units, $ in Thousands	1 Months Ended
	Nov. 12, 2019USD ($)$ / shares
Maturity date	Jun. 15, 2020
Convertible promissory note | $	$ 200
Interest rate	9.00%
Conversion price | $ / shares	$ 2.60

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Intellectual property and patents, gross	$ 16,711
Amortization Expense	427
Less accumulated amortization	(615)
Net intangibles	16,096
Less: pending patents not subject to amortization	(14,578)
Net intangible assets subject to amortization	1,518
Intellectual Property [Member]
Intellectual property and patents, gross	972
Amortization Expense	$ 198
Remaining Estimated Useful Life (Years)	11 years 2 months 26 days
Patents [Member]
Intellectual property and patents, gross	$ 1,279
Amortization Expense	$ 57
Remaining Estimated Useful Life (Years)	12 years 6 months
In-process research and development technology [Member]
Intellectual property and patents, gross	$ 14,460
Amortization Expense	$ 172
Remaining Estimated Useful Life (Years)	13 years 6 months 29 days

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) $ in Thousands	Dec. 31, 2019USD ($)
INTANGIBLE ASSETS (Details 1)
2020	$ 119
2021	119
2022	119
2023	119
2024	119
Thereafter	923
Total Amortization	$ 1,518

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Patents received from the acquisition of Chemistry Holdings, Inc	$ 700
In-process research and development received from the acquisition of Chemistry Holdings, Inc	14,500
Amortization expense	300	$ 100
Goodwill from the acquisition of Chemistry Holdings, Inc	9,200
Patents [Member]
Patent costs capitalized	$ 50	70
Purchase of patent		$ 300
Issuance of common stock shares		200,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Related party transactions description	the Company entered into a Separation Agreement with Wayne Nasby, our Chief Operating Officer. In connection with the Separation Agreement Mr. Nasby will receive: (i) six months base salary, less standard payroll deductions and withholdings, in six monthly installments beginning January 31, 2018, and (ii) health insurance COBRA premiums for six months following, totaling approximately $35,000. As of December 31, 2019, the Company has paid off the amounts owed to Mr. Nasby.
COBRA [Member]
Total premium amount	$ 35,000
On November 1, 2018 [Member] | Eventus Consulting [Member]
Due to related party (monthly)	22,500
Gain loss on settlement of debt	$ 200

LOAN PAYABLE (Details)

LOAN PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Loan payable	$ (127)	$ (105)
Loan payable, less current portion
Loan payable	127	105
Loans Payable [Member]
Loan payable		105
Loans Payable Two [Member]
Loan payable	$ 127

LOAN PAYABLE (Details Narrative

LOAN PAYABLE (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest expense	$ (4,111)	$ (3,037)
Loans Payable [Member]
Interest expense	$ 3	$ 2

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Notes payable	$ 50	$ 950
Unamortized discount		(30)
Current portion of loan payable	(50)	(920)
Loan payable, less current portion
Individual [Member]
Notes payable	50	50
Individual One [Member]
Notes payable		150
Company [Member]
Notes payable		650
Company One [Member]
Notes payable		$ 100

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest expense	$ (4,111)	$ (3,037)
Note Payable [Member]
Amortization of debt discount	30	600
Interest expense	$ 30	$ 70

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Total Convertible promissory notes	$ 550	$ 5,575
Unamortized discount		(333)
Current portion of convertible promissory notes	550	5,242
Convertible promissory notes, less current portion
Convertible Promissory Note [Member]
Total Convertible promissory notes	550	1,400
Convertible Promissory Notes One [Member]
Total Convertible promissory notes		2,025
Convertible Promissory Notes Two [Member]
Total Convertible promissory notes		500
Convertible Promissory Notes Three [Member]
Total Convertible promissory notes		500
Convertible Promissory Notes Four [Member]
Total Convertible promissory notes		575
Convertible Promissory Notes Five [Member]
Total Convertible promissory notes		$ 575

CONVERTIBLE PROMISSORY NOTES _2

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest expense	$ (4,111)	$ (3,037)
Convertible Promissory Note [Member]
Amortization of discount	1,300	2,100
Interest expense	$ 10	$ 400

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair value of Derivative Liability	$ 91	$ 618
Fair Value, Inputs, Level 1 [Member]
Fair value of Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Fair value of Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Fair value of Derivative Liability	$ 91	$ 618

DERIVATIVE LIABILITY (Details 1

DERIVATIVE LIABILITY (Details 1)	12 Months Ended
	Dec. 31, 2019
Significant assumptions:
Expected dividend payout	0.00%
Expected option life (in years)	1 year
Expected forfeiture rate	0.00%
Minimum [Member]
Significant assumptions:
Risk-free interest rate at grant date	1.55%
Expected stock price volatility	77.52%
Maximum [Member]
Significant assumptions:
Risk-free interest rate at grant date	2.33%
Expected stock price volatility	138.42%

DERIVATIVE LIABILITY (Details 2

DERIVATIVE LIABILITY (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
DERIVATIVE LIABILITY (Tables)
Derivative liability measured at fair value, beginning balance	$ 618	$ 91
Initial fair value of derivative liability recorded as debt discount		298
Gain/loss on change in fair value included in earnings	(527)	229
Derivative liability measured at fair value, ending balance	$ 91	$ 618

WARRANT AGREEMENTS (Details)

WARRANT AGREEMENTS (Details)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Weighted Average Contractual Remaining Life
Granted	7 years 4 months 10 days
Warrant [Member]
Warrants
Outstanding, December 31, 2018	5,340,751
Granted	9,489,340
Exercised	(163,573)
Forfeited/Expired
Outstanding, December 31, 2019	14,666,518
Exercisable at December 31, 2019	6,648,446
Weighted Average Exercise Price
Outstanding, December 31, 2018 | $ / shares	$ 2.20
Granted | $ / shares	4.62
Exercised | $ / shares	$ 1.83
Forfeited/Expired
Outstanding, December 31, 2019 | $ / shares	$ 3.70
Exercisable at December 31, 2019 | $ / shares	$ 2.07
Weighted Average Contractual Remaining Life
Outstanding, December 31, 2018	3 years 9 months 18 days
Granted	4 years 1 month 6 days
Outstanding, December 31, 2019	2 years 11 months 26 days
Exercisable at December 31, 2019	1 year 3 months 21 days

WARRANT AGREEMENTS (Details 1)

WARRANT AGREEMENTS (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Warrants	14,666,518	5,340,751
Weighted Average Remaining Contractual Life (years)	2 years 11 months 26 days	3 years 9 months 18 days
Weighted Average Exercise Price	$ 3.70	$ 2.20
Number of Warrants Exercisable	6,648,446	4,316,751
Weighted Average Exercise Price	$ 2.07	$ 2.25
1.00 - $7.00 [Member]
Number of Warrants	14,666,518	5,340,751
Weighted Average Remaining Contractual Life (years)	2 years 11 months 26 days	3 years 9 months 18 days
Weighted Average Exercise Price	$ 3.70	$ 2.20
Number of Warrants Exercisable	6,648,446	4,316,751
Weighted Average Exercise Price	$ 2.07	$ 2.25
Range of Exercise Price Lower Limit	1	1
Range of Exercise Price Upper Limited	$ 7	$ 7

WARRANT AGREEMENTS (Details 2)

WARRANT AGREEMENTS (Details 2)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Expected dividend payout	0.00%
Expected option life (in years)	1 year
Expected forfeiture rate	0.00%
Warrant [Member]
Risk-free interest rate at grant date	1.69%	2.51%
Expected stock price volatility	82.66%	156.15%
Expected dividend payout	0.00%	0.00%
Expected option life (in years)	3 years	3 years
Expected forfeiture rate	0.00%	0.00%

WARRANT AGREEMENTS (Details Nar

WARRANT AGREEMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 14, 2019	May 10, 2019	Feb. 15, 2019	Feb. 13, 2019	Dec. 31, 2019	Dec. 31, 2018	Jun. 20, 2019	Apr. 16, 2019
Change in warrant value					$ 3,700	$ 700
Warrant exercise price					$ 2			$ 2.31
Acquisition Warrant Shares, Shares					8,018,071
Warrant [Member]
Warrants issued	8,018,071	52,879	312,500	657,655
Fair market value		$ 10	$ 900	$ 1,800
Warrant exercise price	$ 5.01	$ 5.01	$ 2	$ 2.31			$ 1
Acquisition Warrant Shares, Shares
Warrant [Member] | Convertible promissory note [Member]
Debt conversion amount converted		$ 1,745	$ 500	$ 1,300
Warrant 1 [Member]
Warrants issued		52,879	295,879	99,476
Fair market value		$ 10	$ 800
Warrant exercise price		$ 6	$ 2.31	$ 2.31
Warrant 1 [Member] | Convertible promissory note [Member]
Debt conversion amount converted		$ 1,745	$ 1,000	$ 300

STOCK INCENTIVE PLANS (Details)

STOCK INCENTIVE PLANS (Details)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Option
Outstanding Beginning Balance | shares	2,313,050
Granted | shares	1,390,000
Exercised | shares
Forfeited/Expired | shares	(235,400)
Outstanding Ending Balance | shares	3,467,650
Exercisable Ending Balance | shares	1,712,731
Weighted Average Exercise Price
Outstanding Beginning Balance | $ / shares	$ 0.79
Granted | $ / shares	3.54
Exercised | $ / shares
Forfeited/Expired | $ / shares	1.59
Outstanding Ending Balance | $ / shares	1.84
Exercisable Ending Balance | $ / shares	$ 1.38
Weighted Average Contractual Remaining Life
Outstanding Beginning Balance	9 years 3 months 7 days
Granted	7 years 4 months 10 days
Outstanding Ending Balance	8 years 8 months 27 days
Exercisable Ending Balance	8 years 6 months 18 days

STOCK INCENTIVE PLANS (Details

STOCK INCENTIVE PLANS (Details 1)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
0.61-$4.01 [Member]
Number of Awards | shares	3,467,650
Weighted Average Remaining Contractual Life (years)	8 years 8 months 27 days
Weighted Average Exercise Price	$ 1.84
Number of Awards Exercisable | shares	1,712,731
Weighted Average Exercise Price	$ 1.38
Range of Exercise Price Lower Limit	0.61
Range of Exercise Price Upper Limited	$ 4.01
Stock Option [Member]
Number of Awards | shares	3,467,650
Weighted Average Remaining Contractual Life (years)	8 years 8 months 27 days
Weighted Average Exercise Price	$ 1.84
Number of Awards Exercisable | shares	1,712,731
Weighted Average Exercise Price	$ 1.38

STOCK INCENTIVE PLANS (Detail_2

STOCK INCENTIVE PLANS (Details 2)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Significant assumptions (weighted-average):
Expected forfeiture rate	0.00%
Stock Option [Member]
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	1.69%	2.51%
Expected stock price volatility	82.66%	156.15%
Expected option life (in years)	10 years	10 years
Expected forfeiture rate	0.00%	0.00%

STOCK INCENTIVE PLANS (Detail_3

STOCK INCENTIVE PLANS (Details 3) - Stock Option [Member]	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Non-vested, December 31, 2018 | shares	317,708
Granted | shares	84,177
Vested | shares	(319,799)
Forfeited/Expired | shares
Non-vested, December 31, 2019 | shares	82,086
Weighted Average Exercise Price, Non-vested, December 31, 2018 | $ / shares	$ 1.44
Weighted Average Exercise Price, Granted | $ / shares	3.17
Weighted Average Exercise Price, Vested | $ / shares	1.57
Weighted Average Exercise Price, Forfeited/Expired | $ / shares
Weighted Average Exercise Price, Non-vested, December 31, 2019 | $ / shares	$ 2.69

STOCK INCENTIVE PLANS (Detail_4

STOCK INCENTIVE PLANS (Details 4) - Stock Option [Member]	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Restricted Stock Units
Outstanding, December 31, 2018 | shares
Granted | shares	60,759
Vested | shares
Forfeited/Expired | shares
Outstanding, December 31, 2019 | shares	60,759
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value Outstanding, December 31, 2018 | $ / shares
Weighted Average Grant Date Fair Value Granted | $ / shares	3.66
Weighted Average Grant Date Fair Value Vested | $ / shares
Weighted Average Grant Date Fair Value Forfeited/Expired | $ / shares
Weighted Average Grant Date Fair Value Outstanding, December 31, 2019 | $ / shares	$ 3.66

STOCK INCENTIVE PLANS (Detail_5

STOCK INCENTIVE PLANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Dec. 14, 2018	Apr. 06, 2018	Oct. 10, 2019	Nov. 27, 2018	Dec. 29, 2017	Dec. 31, 2019	Dec. 31, 2018
Fair value of options granted						$ 4,300	$ 1,500
Compensation expense						$ 1,500	$ 600
Weighted Average Remaining Contractual Life (years)						8 years 11 months 1 day
Vesting period description	vest monthly over 24 months.
Weighted Average Remaining Contractual Life (years)						2 years 11 months 26 days	3 years 9 months 18 days
Equity Incentive Plan [Member]
Common stock available for grant					5,000,000
Equity incentive plan, description					The Plan will continue in effect until its termination by the Committee; provided, however, that all Awards must be granted, if at all, within ten (10) years from the Effective Date.
Stock Option [Member]
Restricted stock units granted						60,759
Aggregate intrinsic value						$ 10
Unrecognized fair value of compensation cost						$ 3,600
Weighted Average Remaining Contractual Life (years)						8 years 11 months 1 day
Restricted Stock [Member]
Compensation expense						$ 500	$ 400
Restricted Stock Units [Member]
Compensation expense						$ 80	$ 0
Restricted Stock Units [Member] | Non-Employee Members [Member]
Restricted stock units granted						60,759
Vesting period description						Vesting period for RSU’s is the earlier of (i) the day prior to the next Annual Meeting of Shareholders following the date of grant, and (ii) one (1) year from the Date of Grant.
Restricted Common Stock [Member]
Restricted shares of common stock		371,250
Awarded vesting period		4 years		4 years
Stock options awarded shares				128,600
Shares/options issued, price per share		$ 0.74		$ 1.81
Restricted Common Stock [Member] | Employees [Member]
Restricted shares of common stock						84,177
Awarded vesting period						4 years
Nonstatutory Stock Options [Member]
Restricted shares of common stock				250,000
Awarded vesting period		4 years		4 years		4 years
Stock options awarded shares		1,251,700				1,390,000
Shares/options issued, price per share		$ 0.74		$ 1.81
Term of exercise period		10 years		10 years		10 years
Incentive Stock Options [Member]
Awarded vesting period		4 years
Stock options awarded shares		932,750
Shares/options issued, price per share		$ 0.74
Term of exercise period		10 years

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) $ / shares in Units, $ in Thousands	May 14, 2019$ / sharesshares	Dec. 14, 2018USD ($)$ / sharesshares	Dec. 09, 2019$ / sharesshares	Oct. 10, 2019USD ($)$ / sharesshares	Apr. 16, 2019integer$ / sharesshares	Feb. 19, 2019USD ($)$ / sharesshares	Feb. 15, 2019USD ($)$ / sharesshares	Feb. 14, 2019USD ($)$ / sharesshares	Feb. 13, 2019USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares	Sep. 30, 2019USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares	Dec. 31, 2018USD ($)$ / sharesshares	Oct. 14, 2019$ / sharesshares	Jun. 20, 2019$ / shares	May 21, 2019USD ($)shares	May 15, 2019USD ($)$ / sharesshares	May 10, 2019$ / shares	Apr. 30, 2019USD ($)	Apr. 29, 2019$ / sharesshares	Apr. 28, 2019$ / sharesshares	Feb. 26, 2019$ / sharesshares	Feb. 25, 2019USD ($)$ / sharesshares	Jan. 22, 2019USD ($)	Jan. 14, 2019$ / shares	Jan. 01, 2019USD ($)$ / sharesshares	Dec. 26, 2018USD ($)	Nov. 07, 2018USD ($)$ / sharesshares
Common stock, shares authorized										150,000,000		150,000,000	75,000,000
Vesting period description		vest monthly over 24 months.
Common stock, shares par value | $ / shares										$ 0.001		$ 0.001	$ 0.001
Common stock, shares outstanding										38,001,543		38,001,543	26,784,019
Investor funded amount | $													$ 250										$ 250	$ 250			$ 250
Debt conversion, converted instrument, warrants issued												312,500
Warrants exercised price | $ / shares					$ 2.31					$ 2		$ 2
Common stock shares issued upon exercise of warrants					25,675
Number of warrants exercised					88,769
Number of holders | integer					5
Business acquisition consideration transferred, shares issued												22,128,946
Common stock shares held in escrow												7,128,913
Cashless exercise of warrants | $
Common stock, shares issued										38,001,543		38,001,543	26,784,019
Stock payable | $										$ 1,066		$ 1,066	$ 646
Common Stock [Member]
Price per share | $ / shares																										$ 2.26		$ 2.26
Common stock, shares issued																										13,827		13,827
Common stock issuances, value | $																										$ 31,249		$ 31,249
Warrant [Member]
Warrants exercised price | $ / shares	$ 5.01						$ 2		$ 2.31						$ 1			$ 5.01
CHI [Member]
Business acquisition consideration transferred, shares issued	8,410,875
Common stock shares held in escrow	7,128,913		7,485
Price per share | $ / shares			$ 2.80
Common stock, shares issued			80,433
Stock payable | $										$ 200		$ 200
Business acquisition consideration transferred, shares issued as upfront consideration	5,700,000
Common stock issued pricper share | $ / shares			$ 2.80
Term of escrow account	escrow, may be issued and released over a period of 5 months to 5 years related potential post-closing claims
Patent Purchase Agreement [Member]
Common stock, shares issued											30,000
Common stock, price per share | $ / shares											$ 1.42
Stock Purchase Agreement Five [Member] | Warrant [Member]
Cashless exercise of warrants | $											$ 14,324
Common stock, shares issued											66,753
Common stock, price per share | $ / shares											$ 1
Excercise price per share | $ / shares											$ 4.11
Cash exercise of warrants | $											$ 60,480
Stock Purchase Agreement Two [Member]
Common stock, shares issued										528,780		528,780
Common stock, price per share | $ / shares										$ 3.30		$ 3.30
Stock Purchase Agreement Three [Member]
Common stock, shares issued											528,780
Common stock, price per share | $ / shares											$ 3.30
Common stock issuances, value | $											$ 1,745
Stock Purchase Agreement One [Member]
Common stock, shares issued											34,876
Common stock, price per share | $ / shares											$ 1.85
Advisory Consulting Agreement [Member]
Vesting period description		vest 30 days from December 14, 2018
Price per share | $ / shares																				$ 1.84	$ 1.52
Common stock, shares issued	164,583	50,000																		50,000	50,000
Advisory Consulting Agreement [Member] | Minimum [Member]
Price per share | $ / shares	$ 1.52
Advisory Consulting Agreement [Member] | Maximum [Member]
Price per share | $ / shares	$ 5.05
Advisory Consulting Agreement [Member] | Subsequent Event [Member]
Common stock, shares issued														10,417
Common stock, price per share | $ / shares														$ 3.73
Convertible promissory note [Member] | Accrued Interest [Member]
Conversion price description													Ranging from $0.89 to $2.05 per share.
Debt instrument converted into common stock													447,288
Convertible debt | $													$ 600
Stock payable | $										$ 600		$ 600
Promissory Note [Member] | Lender [Member]
Common stock, shares issued				25,000
Common stock, price per share | $ / shares				$ 3.65
Excess of gross proceeds | $				$ 2,000
Common stock issued, related party				25,000
Stock payable | $										$ 90		$ 90
On February 1, 2019 [Member]
Price per share | $ / shares										$ 2.32		$ 2.32
Common stock, shares issued										30,000		30,000
Common stock issuances, value | $										$ 69,600		$ 69,600
Amended maturity date												Feb. 28, 2019
Amended promissory note | $										600		$ 600
From July 1, 2019 to September 30, 2019 [Member] | Stock Purchase Agreement [Member] | Landlord [Member]
Conversion price description												Shares ranging from $2.25 to $3.60
Stock payable | $										$ 285,723		$ 285,723
Restricted shares to be granted under agreement										137,309		137,309
Consulting Agreement [Member]
Price per share | $ / shares						$ 3.39					$ 3.93									$ 1.52
Common stock, shares issued						12,500														45,000
Stock payable | $										$ 200		$ 200
Term of agreement description						Per the terms of the Agreement, the Company is to issue 25,000 common stock shares of the Company for providing investor relations services, where 12,500 common stock shares of the Company are due immediately and the remaining 12,500 common stock shares of the Company is due June 19, 2019.
Stock issuable											40,000
Consulting Agreement [Member] | October 1, 2019 [Member]
Common stock issued price per share | $ / shares										$ 1.81
Common stock shares issued for service										20,883
Terms of agreement descrition												The Company will issue up to 75,000 restricted common stock shares (“Shares”), where two thousand (2,000) Shares will vest monthly over a fifteen-month period following the Effective Date
Intellectual Property Management Services [Member]
Vesting period description												Over a fifteen-month period
Vested shares issued												8,539
Vesting price per share | $ / shares										$ 3.15		$ 3.15
Total value of vested issuance | $												$ 26,898
Debt Conversion Agreements [Member]
Debt conversion, converted instrument, warrants issued									657,655
Warrants exercised price | $ / shares									$ 2.31
Debt instrument converted into common stock								135,135	832,365
Debt instrument, convertible, conversion price description								Conversion price of $1.85 per share (a discounted rate calculated as an approximation based on 20% discount on 5 days volume weighted average price of the market rate).	Conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days.
Loss on conversion | $								$ 201,351	$ 812,241
Debt instrument converted amount, principal | $								$ 250	1,325
Debt instrument converted amount, interest | $									$ 213,859
Conversion price | $ / shares								$ 1.85
Debt Conversion Agreements [Member] | Senior Secured Promissory Note [Member]
Outstanding Balance | $								$ 650
Debt Conversion Agreements [Member] | Convertible Promissory Note Holder [Member]
Debt conversion, converted instrument, warrants issued							295,879
Warrants exercised price | $ / shares							$ 2.31
Debt instrument converted into common stock						168,819	591,757
Stock payable | $						$ 52,375,000
Debt instrument, convertible, conversion price description						conversion price per share $2.52 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days.	Conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days.
Loss on conversion | $							$ 860,087
Debt instrument converted amount, principal | $						$ 425	1,000
Debt instrument converted amount, interest | $						$ 425	$ 94,750
Conversion price | $ / shares						$ 2.52	$ 1.85
Debt Conversion Agreements [Member] | Convertible Promissory Note Holder One [Member]
Debt instrument converted into common stock							861,301
Debt instrument, convertible, conversion price description							Conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days.
Loss on conversion | $							$ 745,929					409,672,000
Debt instrument converted amount, principal | $							1,575
Debt instrument converted amount, interest | $							$ 18,406
Conversion price | $ / shares						$ 2.52	$ 1.85
Debt Conversion Agreements [Member] | Convertible Promissory Note [Member]
Common stock, shares issued							254,779
Debt instrument, convertible, conversion price description							Conversion price per share $1.85 which was based on a 20% discount to the average closing price of the Company’s common stock on the OTC Markets for five consecutive trading days.
Loss on conversion | $							$ 630,238
Debt instrument converted amount, principal | $							400
Debt instrument converted amount, interest | $							$ 71,342
Conversion price | $ / shares							$ 1.85
Debt Conversion Agreements [Member] | April 27, 2017 [Member] | Senior Secured Promissory Note [Member]
Price per share | $ / shares								$ 3.35
Common stock, shares issued								75,000
Common stock issuances, value | $								$ 251,250
Stock issuable								75,000
Amended maturity date								Feb. 27, 2019
Debt Conversion Agreements [Member] | From July 1, 2019 to September 30, 2019 [Member] | Convertible Promissory Note Holder Two [Member]
Debt instrument converted amount, principal | $												500
Debt instrument converted amount, interest | $												$ 28,588
Conversion price | $ / shares										$ 1.85		$ 1.85
Loss on conversion | $												$ 409,672
Media Advertising Agreement [Member]
Price per share | $ / shares																				$ 3.78		$ 3.78
Common stock, shares issued																				60,000		60,000
Accredited Investor [Member] | Securities Purchase Agreement [Member]
Investor funded amount | $																$ 250
Price per share | $ / shares		$ 1.20
Common stock, shares issued																208,333
Common stock shares purchase		833,333
Total purchase price | $		$ 1,000
Hereinafter description		(1) a Closing of $250,000 five (5) business days after the Closing Date; (2) a Closing of $250,000 ten (10) business days after the Closing Date; (3) a Closing of $250,000 thirty (30) business days after the Closing Date; and (4) a Closing $250,000 ninety (60) business days after the Closing Date. Each of the aforementioned being a Closing and the dates of each Closing being a Closing Date.
2017 Equity Incentive Plan [Member]
Price per share | $ / shares					$ 3.25																		$ 1.81		$ 1.84
Common stock, shares issued																							83,333
2017 Equity Incentive Plan [Member]
Price per share | $ / shares					$ 3.25			$ 3.35															$ 0.74
Common stock, shares issued										38,001,543		38,001,543	26,784,019										46,875
2017 Equity Incentive Plan [Member] | Stock Purchase Agreement Four [Member]
Common stock, shares issued											324,791
Conversion price description											Ranging from $0.74 and $1.81

BUSINESS COMBINATION AND DECO_3

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair Value of the Contingent Share Consideration
Fair value Beginning Balance
Fair value at May 14, 2019	14,632
Net change in fair value during the year ended December 31, 2019	1,657
Fair value of common stock shares to be released form escrow and to be issued	(246)
Fair Value Ending Balance	$ 16,043

BUSINESS COMBINATION AND DECO_4

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 1) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)shares
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 1)
Upfront Consideration Shares, shares | shares	5,700,000
Upfront Consideration Shares, value	$ 19,038
Adjusted Contingent Shares, shares | shares	8,410,875
Adjusted Contingent Shares, value	$ 14,627
Acquisition Warrant Shares, shares | shares	8,018,071
Acquisition Warrant Shares, value	$ 5
Acquisition costs	$ 400
Total purchase price, shares | shares	22,128,946
Total purchase price, value	$ 34,070

BUSINESS COMBINATION AND DECO_5

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 2) $ in Thousands	Dec. 31, 2019USD ($)
Net assets acquired:
Cash	$ 8,487
Note receivable from CURE	2,000
Property, plant and equipment	83
Patents and development technology	650
In-process research and development	14,460
Goodwill	9,178
Accounts payable	(354)
Payroll tax liabilities	(834)
Net assets acquired	33,670
Acquisition costs	400
Net assets acquired and acquisition costs incurred	$ 34,070

BUSINESS COMBINATION AND DECO_6

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 3) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Patent And Developed Technology [Member]
Finite-lived intangible assets:
Weighted-average Estimated useful life	11 years
Preliminary Estimated Asset Fair Value	$ 650
Total Finite-Lived Intangible Assets Acquired [Member]
Finite-lived intangible assets:
Weighted-average Estimated useful life	11 years
Preliminary Estimated Asset Fair Value	$ 650

BUSINESS COMBINATION AND DECO_7

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 4) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 4)
Net revenues	$ 623	$ 584
Net loss	$ (21,483)	$ (11,859)
Net loss attributable to Cure per common share, basic	$ (0.62)	$ (0.42)
Net loss attributable to Cure per common share, diluted	$ (0.62)	$ (0.42)

BUSINESS COMBINATION AND DECO_8

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 5) $ in Thousands	4 Months Ended
	Apr. 15, 2019USD ($)
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 5)
Revenue
Net loss	$ 16

BUSINESS COMBINATION AND DECO_9

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details Narrative) - USD ($) $ in Thousands	May 14, 2019	Apr. 15, 2019	Dec. 31, 2019	Dec. 31, 2018
Preliminary purchase price			$ 34,100
Acquisition costs			400
General and administrative expenses			$ 300
Total potential shares to be issued			32,072,283
Gain on deconsolidation			$ 81
Contingent consideration liability	$ 14,600		$ 9,068
Termination And Release Agreement [Member] | Oak Therapeutics [Member]
Gain on deconsolidation		$ 80
Merger Agreement [Member]
Contingent shares			26,372,283
Convertible Note [Member]
Debt instrument converted amount, principal	$ 2,000
Chemistry Holdings [Member]
Common stock including escrowed shares description	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.
Monte-Carlo simulation Model [Member]
Preliminary purchase price description			The preliminary total purchase price was determined based on the following: i) Company’s closing price ($3.34) on May 14, 2019 for the Upfront Consideration Share; ii) the estimated fair value using the Monte-Carlo simulation of stock price correlation, and other variables over a 66 month performance period applied to the total number of contingent shares, which consists of the Clawback Shares, Achievement Shares and Earnout Shares, as determined based on the weighted average present value probability of each the various estimates of milestones, earn-out amounts and achievements being accomplished (“Adjusted Contingent Shares”); iii) the fair value of the Acquisition Warrant Shares based on using the Black-Scholes valuation using the a risk free rate of 2.4%, stock price volatility of 134.7%, no dividend payout, 1 year expected life, exercise price of $5.01 and an estimated stock price of $0.39 based on the end of the earn-out period, year 4 (as determine by using a Monte-Carlo simulation model);

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current expense
Federal
State
Deferred expense
DescriptionOf finance leases
Federal
State
Total income tax expense

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax assets
Net operating loss carryforward	$ 12,007	$ 7,423
Deferred revenue	135	114
Allowance for doubtful accounts	66	9
Accrued expenses	31	21
Total deferred tax assets	12,239	7,567
Deferred income tax liabilities
State income taxes	(922)	(469)
Depreciation and amortization	(16)	(16)
Valuation allowance	(11,301)	(7,082)
Total deferred tax liabilities	(12,239)	(7,567)
Deferred income tax, net

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
INCOME TAXES (Details Narrative)
Net operating loss carryforwards	$ 36,600
Net operating loss carryforwards expiration date	Dec. 31, 2039
Valuation reserve allowance percentage	100.00%

INTELLECTUAL PROPERTY AND COL_2

INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS (Details Narrative) $ in Thousands	Nov. 07, 2018USD ($)
ORGANIZATION AND BUSINESS OPERATIONS
Feasibility study and technology cost	$ 300

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 31, 2019USD ($)
COMMITMENTS AND CONTINGENCIES (Details)
2020	$ 16
2021	16
2022	16
2023	16
2024	13
Thereafter
Total	$ 77

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)ft²	Dec. 31, 2018USD ($)
Operating lease rent expense	$ 300	$ 300
Monthly payments	20
Right of use asset	60
Finance capital lease liability, current portion	10
Finance capital lease liability, long-term portion	50
Finance lease liability	$ 60
Description of finance lease	The company will make payment of $0.02 annually until October 2024. Interest associated with the lease is $0.01 million or less annually based on a discount rate of 9.0%.
Offices And Manufacturing Facility [Member]
Offices and manufacturing facility area | ft²	25,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Nov. 01, 2019	Feb. 11, 2020	Dec. 31, 2019	Jan. 14, 2020	Dec. 31, 2018
Common stock shares issued			38,001,543		26,784,019
Convertible debt			$ 550		$ 5,575
Borrower [Member]
Maturity date	Oct. 31, 2021
Convertible debt	$ 200
Accrued interest rate	6.00%
Request for conversion description	In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amount of the Loan and any unpaid accrued interest shall be converted into shares of Releaf (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event Releaf completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million.
Subsequent Event [Member] | Borrower [Member] | On February 5, 2020 and February 13, 2020 [Member]
Maturity date			Oct. 31, 2021
Convertible debt			$ 300
Accrued interest rate			6.00%
Request for conversion description			In the event of a request for conversion by the Company (“Request for Conversion”) or at the end of the Maturity Date, the outstanding amounts of the Loans and any unpaid accrued interests shall be converted into shares of the Borrower (“Shares”) based on a price per share on a post money valuation of $10.9 million. In the event the Borrower completes a financing round totaling at least $2 million of debt and/or equity (“Qualified Financing”), the outstanding amount of the Loan Agreement and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Borrower agree in the event the pre-money valuation of the Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million.
Subsequent Event [Member] | Advisory Services [Member]
Common stock shares issued				10,417
common stock price per share				$ 2.61
Subsequent Event [Member] | Non-Exclusive License Agreement [Member] | Vanguard Scientific Systems [Member]
Agreement description		The Agreement expires on February 10, 2025. VSS shall pay a royalty fee of 1.5% of net revenue sales of up to $10 million and 2% of net revenue sales equal to and greater than $10 million.