Avenir Wellness Solutions (AVRW) 10-Q 15 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 11, 2020
Document And Entity Information
Entity Registrant Name	CURE PHARMACEUTICAL HOLDING CORP.
Entity Central Index Key	0001643301
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		38,032,793
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 1,582	$ 4,096
Accounts receivable, net	135	142
Inventory	187	156
Prepaid expenses and other assets	994	1,794
Total current assets	2,898	6,188
Property and equipment, net	1,658	641
Right of use asset	60	63
Investment	509	259
Goodwill	9,178	9,178
Intellectual property and patents, net	1,785	1,808
In-process research and development, net	14,288	14,288
Other assets	35	35
Total assets	30,411	32,460
Current liabilities:
Accounts payable	1,282	1,260
Accrued expenses	322	223
Finance lease payable	11	11
Loan payable	81	127
Notes payable, net	50	50
Convertible promissory notes, net	550	550
Derivative liability	27	91
Contract liabilities	327	456
Contingent share considerations	6,585	9,068
Total current liabilities	9,235	11,836
License fees	88	90
Finance lease payable	49	52
Contingent share considerations	4,726	6,975
Total liabilities	14,098	18,953
Commitments and Contingencies (see Note 17)
Stockholders' equity:
Common stock: $0.001 par value; authorized 150,000,000 shares; 38,032,793 shares and 38,001,543 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	38	38
Additional paid-in capital	63,632	63,035
Common stock issuable	1,229	1,066
Accumulated deficit	(48,586)	(50,632)
Total stockholders' equity	16,313	13,507
Total liabilities and stockholders' equity	$ 30,411	$ 32,460

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Stockholders' equity (deficit)
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	38,032,793	38,001,543
Common stock, shares outstanding	38,032,793	38,001,543

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue:
Net product sales	$ 203
Consulting research & development income	69	72
Shipping and other sales	8	3
Total revenues	280	75
Cost of goods sold:
Cost of goods sold	101	3
Gross profit	179	72
Operating expenses:
Research and development expenses	805	361
Selling, general and administrative expenses	2,126	2,365
Change in fair value of contingent stock consideration	(4,732)
Total operating expenses	(1,801)	2,726
Net operating income (loss) before other income (expense)	1,980	(2,654)
Other income (expense):
Interest income	15
Change in fair value of derivative liability	64	(153)
Other expense		(271)
Interest expense	(13)	(3,297)
Loss on conversion of convertible promissory notes		(3,660)
Total other expense	66	(7,381)
Net income (loss) before income taxes	2,046	(10,035)
Provision for income taxes
Net income (loss)	2,046	(10,035)
Net income (loss) attributable to non-controlling interest		(7)
Net income (loss) attributable to Cure Pharmaceutical Holding Corp.	$ 2,046	$ (10,028)
Net income (loss) per share
Basic	$ 0.05	$ (0.35)
Diluted	$ 0.04	$ (0.35)
Weighted average common shares outstanding
Basic	38,017,568	28,595,784
Diluted	53,085,573	28,595,784

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Common Stock Issuable	Accumulated Deficit	Noncontrolling Interest
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		86,744
Issuance of common stock for professional services, amount	521		165	356
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, shares		105,000
Issuance of common stock for extension of maturity dates relating to convertible promissory notes, amount	321		321
Issuance of common stock for conversion of convertible promissory notes, shares		2,844,156
Issuance of common stock for conversion of convertible promissory notes, amount	9,562	$ 3	8,621	938
Issuance of common stock from the equity incentive plan, shares		130,208
Issuance of common stock from the equity incentive plan, amount
Issuance of common stock for cash, shares		416,667
Issuance of common stock for cash, amount	500		500
Issuance of common stock for cancellation of accounts payable	65			65
Warrants granted for debt and services	3,035		3,035
Beneficial conversion features on convertible promissory notes	801		801
Fair value of stock options and restricted stock granted	230		230
Noncontrolling interest of Oak Therapeutics, Inc.	(7)					(7)
Net loss	(10,028)				(10,028)
Balance, shares at Mar. 31, 2019		30,366,794
Balance, amount at Mar. 31, 2019	(155)	$ 30	37,098	2,005	(39,297)	9
Balance, shares at Dec. 31, 2019		38,001,543
Balance, amount at Dec. 31, 2019	13,507	$ 38	63,035	1,066	(50,632)
Issuance of common stock for professional services, shares		31,250
Issuance of common stock for professional services, amount	231		68	163
Fair value of stock options and restricted stock granted	469		469
Net loss	2,046				2,046
Fair value of restricted stock units granted	60		60
Balance, shares at Mar. 31, 2020		38,032,793
Balance, amount at Mar. 31, 2020	$ 16,313	$ 38	$ 63,632	$ 1,229	$ (48,586)

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Unaudited Condensed Consolidated Statements of Cash Flows
Net income (loss)	$ 2,046	$ (10,035)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock based compensation - services	125	92
Stock based compensation - prepaid	148	468
Stock issued for amending convertible promissory notes		321
Change in fair value of contingent share consideration	(4,732)
Loss on conversion of convertible promissory notes		3,660
Warrant expense from convertible notes		2,173
Depreciation and amortization	80	40
Amortization of right of use asset	3
Amortization of loan discounts		488
Recovery of bad debt expense		(8)
Inventory reserve for obsolescence	2	2
Change of fair value in derivative liabilities	(64)	153
Fair value of vested stock options and restricted stock	529	230
Warrants granted for commission expense		591
Warrants granted for broker fee expense		271
Change in other assets and liabilities:
Accounts receivable	7	110
Inventory	(33)	(4)
Prepaid expenses and other assets	(83)	41
Other assets		11
Accounts payable	22	152
Accrued expenses	99	193
Finance lease liabilities	(3)
Contract liabilities	(129)	(72)
License fees	(2)	98
Cash used in operating activities	(1,985)	(1,025)
Cash flows from investing activities
Investment in company	(250)
Purchase of intangible assets	(7)	(21)
Acquisition of property and equipment, net	(226)	(23)
Cash used in investing activities	(483)	(44)
Cash flows from financing activities
Proceeds from convertible notes payable		3,425
Proceeds from common stock issuance		500
Repayment of convertible notes payable		(725)
Repayment of loans payable	(46)	(38)
Cash provided by (used in) financing activities	(46)	3,162
Net increase (decrease) in cash and cash equivalents	(2,514)	2,093
Cash and cash equivalents, beginning of year	4,096	501
Cash and cash equivalents, end of year	1,582	2,594
Cash paid for interest and income taxes:
Interest	2	81
Income taxes
Non-cash investing and financing activities:
Common stock issued for conversion of promissory notes and accrued interest		5,373
Common stock issuable for conversion of convertible note		529
Common stock issued for settlement of accounts payable		65
Beneficial conversion feature		$ 801

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2020
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	Business Operations CURE Pharmaceutical Holding Corp. (“CPHC”), its wholly-owned subsidiary, CURE Pharmaceutical Corporation (“CURE Pharmaceutical”) and Chemistry Holdings Inc. and related subsidiaries recently acquired (collectively referred to as “CHI”) (CPHC, CURE Pharmaceutical, and 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. On November 7, 2016, we changed our name from Makkanotti Group Corp to CURE Pharmaceutical Holding Corp. On September 27, 2019, the Company reincorporated from the State of Nevada to the State of Delaware. 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, by and among us and a holder of a majority of our issued and outstanding capital stock prior to the closing, on the one hand, and CURE Pharmaceutical, all of the holders of CURE Pharmaceutical’s issued and outstanding shares of capital stock (the “CURE Pharmaceutical Shareholders”) and the holders of certain convertible promissory notes of CURE Pharmaceutical (“CURE Pharmaceutical Noteholders”), on the other hand (the “Share Exchange”). As a result of the Share Exchange, CURE Pharmaceutical became a wholly owned subsidiary of CPHC, and the CURE Pharmaceutical Shareholders and CURE Pharmaceutical Noteholders became CPHC stockholders owning, at such time, approximately 65% of our issued and outstanding common stock. On November 10, 2017, we entered into an exclusive license agreement with Oak Therapeutics, Inc. (“Oak”), whereby we granted Oak an exclusive license to our patent rights in the developing world (the “Territory”) to develop products in the Territory along with a royalty-free non-exclusive license to any improvements made by Oak. In consideration for such licenses, we received 269,000 shares of Oak. 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 us or us to Oak were terminated, including all licenses or rights of any kind granted by us. On May 14, 2019, CPHC, CURE Chemistry Inc., a Delaware corporation and wholly-owned subsidiary of CPHC (“Merger Sub”) and CHI, completed the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated March 31, 2019 (the “Merger Agreement”). 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 CPHC and the stockholders of CHI received shares of CPHC’s Common Stock in exchange for all of the issued and outstanding shares of CHI. The Coronavirus Disease 2019 (COVID-19) Pandemic 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 undertook temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring a majority of our 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. Due to the speed with which the COVID-19 situation is developing, the Company is not able at this time to estimate the impact of COVID-19 on its consolidated financial statements and related disclosures, but the impact could be material for the remainder of fiscal year 2020 in all business aspects and could be material during any future period affected either directly or indirectly by this pandemic. Please see Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying condensed 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 and 2019, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal period ended December 31, 2019 filed with the SEC on March 30, 2020. Principle of Consolidation The condensed financial statements include the accounts of CPHC and its wholly-owned subsidiaries, CURE Pharmaceutical, CHI and its 63% majority owned subsidiary Oak, through April 15, 2019 when the Company entered into a Termination and Release Agreement with Oak whereby the Company surrender all of its shares of Oak and terminated any rights the Company may have had to acquire additional shares or interest in Oak. 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. Going Concern and Management’s Liquidity Plans The accompanying condensed 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 March 31, 2020, we had an accumulated deficit of approximately $48.6 million and a working capital deficit of approximately $6.3 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 $1.3 million of cash on hand, which is expected to provide operating cash needs for up to four 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. In April 2020 the Company was approved for $0.4 million under the Paycheck Protection Program. 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. 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 March 31, 2020 and December 31, 2019, the Company had no cash equivalents. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation 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 March 31, 2020 and December 31, 2019, the Company had $1.3 million and $3.8 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 a joint venture. 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 condensed 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 (the “Releaf Loan”) with Releaf Europe BV (“Releaf”) in the amount of $0.2 million. Releaf shall accrue interest on the Releaf 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 Releaf Loan is repaid or at the maturity date of October 31, 2021. In the event of a request for conversion by the Company or at the end of the maturity date, October 31, 2021, the outstanding amount of the Releaf Loan and any unpaid accrued interest shall be converted into shares of Releaf 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 (“Releaf Qualified Financing”), the outstanding amount of the Releaf Loan and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Releaf Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event that the pre-money valuation of the Reelaf 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 the Releaf Loan. On February 5, 2020 and February 13, 2020, the Company purchased two convertible loans (the “February 2020 Loans”) with Releaf for a total amount of $0.3 million. Releaf shall accrue interest on the February 2020 Loans at 6% per annum and they shall become due and payable to the Company at the earlier of the conversion date or the maturity date of October 31, 2021. In the event of a request for conversion by the Company or at the end of the maturity date, October 31, 2021, the outstanding amounts of the February 2020 Loans and any unpaid accrued interests shall be converted into shares of Releaf 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 (“Releaf February 2020 Qualified Financing”), the outstanding amount of the February 2020 Loans and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Releaf February 2020 Qualified Financing, less a discount of 20% on the subscription price. In addition, in the event that the pre-money valuation of the Releaf February 2020 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 March 31, 2020, the Company recorded an investment using the cost method of accounting in Releaf and did not record any accrued interest relating to the foregoing Releaf loans. 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 March 31, 2020 and December 31, 2019, management determined that no allowance was necessary. 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 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 acquired in-process R&D assets, 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 March 31, 2020 or December 31, 2019. 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 ASC 606, “ Revenue Recognition To achieve the core principle of Topic 606, we perform the following steps: · Identify the contract(s) with customer; · Identify the performance obligations in the contract; · Determine the transactions price; · Allocate the transactions price to the performance obligations in the contract; and · 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 our 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 formulation and product development income include services for the development of OTF products utilizing our CureFilm™ Technology. Our development contracts have up to 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 March 31, 2020 and December 31, 2019, we had contract liabilities of $0.3 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 statements of operations. The Company did not record advertising costs for the three months ended March 31, 2020 and 2019. 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 $0.8 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively. Income Taxes The Company utilizes Financial Accounting Standards Board (“FASB”) ASC 740, “I ncome Taxes 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the outbreak of a novel strain of the coronavirus, COVID-19. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). Under the CARES Act, net operating losses (“NOLs”) arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. Moreover, under the 2017 Tax Act as modified by the CARES Act, federal NOLs of our corporate subsidiaries generated in tax years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of federal NOLs, particularly for tax years beginning on or after January 1, 2021, may be limited. The accounting for the material income tax impacts will be reflected in the 2020 financial statements. It is uncertain if and to what extent various states will conform to the 2017 Tax Act or the CARES Act. The Company is currently assessing the impact the CARES Act will have on the Company’s consolidated financial statements. 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 Accounting Standards Update (“ASU”) No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting 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 Fair Value Measurements The Company follows FASB ASC 820, “ Fair Value Measurements and Disclosures 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, which management has determined approximates values using more complex methods, using Level 3 inputs (See Note 13). 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 March 31, 2020 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 11,311 $ - $ - $ 11,311 Fair value of derivative liability $ 27 $ - $ - $ 27 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 contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 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 December 31, 2019 to March 31, 2020, 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. Non-controlling Interests in Consolidated Financial Statements The Company follows ASC 810-10-65, “ Non-controlling Interests in Consolidated Financial Statements. 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): For the Three Months Ended March 31, 2020 March 31, 2019 Net income (loss) attributable to the Company $ 2,046 $ (10,028 ) Weighted average outstanding shares of common stock 38,017,568 28,595,784 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan 1,842,116 - Warrants 6,648,446 - Conversion of convertible notes 115,047 - Issuance of contingent shares relating to CHI acquisition 6,462,396 - Common stock and common stock equivalents 53,085,573 28,595,784 Income (loss) per share: Basic net income (loss) per share $ 0.05 $ (0.35 ) Diluted net income (loss) per share $ 0.04 $ (0.35 ) The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three months ended March 31, 2020 2019 Vested stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - 90,000 Shares to be issued upon conversion of convertible payable - 115,047 Total - 205,047 Emerging Growth Company We are an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (“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

PREPAID EXPENSES AND OTHER ASSE

PREPAID EXPENSES AND OTHER ASSETS	3 Months Ended
	Mar. 31, 2020
PREPAID EXPENSES AND OTHER ASSETS
NOTE 3 - PREPAID EXPENSES AND OTHER ASSETS	As of March 31, 2020 and December 31, 2019, prepaid expenses and other assets consisted of the following (in thousands): March 31, 2020 December 31, 2019 Prepaid consulting services– stock-based compensation $ 175 $ - Prepaid consulting services 59 285 Prepaid clinical study 175 175 Prepaid insurance 106 146 Other receivables 3 - Prepaid equipment 402 1,135 Prepaid inventory 12 5 Prepaid expenses 62 48 Other assets 35 35 Prepaid expenses and other assets 1,029 1,829 Current portion of prepaid expenses and other assets (994 ) (1,794 ) Prepaid expenses and other assets less current portion $ 35 $ 35

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2020
INVENTORY
NOTE 4 - INVENTORY	Inventory consists of raw materials, packaging components, work-in-process and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market. The carrying value of inventory consisted of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 97 $ 78 Packaging components 42 50 Work-in-process 41 18 Finished goods 14 15 194 161 Reserve for obsolescence (7 ) (5 ) Total inventory $ 187 $ 156

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2020
PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT	As of March 31, 2020 and December 31, 2019, property and equipment consisted of the following (in thousands): March 31, 2020 December 31, 2019 Equipment deposits $ 1,077 $ 20 Manufacturing equipment 885 882 Computer and other equipment 592 585 Leasehold improvements 77 77 Less accumulated depreciation (973 ) (923 ) Property and Equipment, net $ 1,658 $ 641 For the three months ended March 31, 2020 and 2019, depreciation expense amounted to $0.05 million and $0.03 million, respectively.

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2020
NOTES RECEIVABLE
NOTE 6 - NOTES RECEIVABLE	On November 12, 2019, the Company purchased a $0.2 million convertible promissory note (the “Coeptis Note”) issued by Coeptis Pharmaceuticals, Inc.(“Coeptis”), a privately held biopharmaceutical company engaged in the acquisition, development and commercialization of pharmaceutical products. The Coeptis Note is due June 15, 2020, pays interest at the rate of 9% per annum and gives us the right, at any time, to convert the Coeptis Note into shares of common stock of Coeptis, at a price per share equal to $2.60 or the share price set by the latest qualified financing, whichever is less. Note receivable consists of the following (in thousands): March 31, 2020 December 31, 2019 Coeptis Pharmaceuticals, Inc. $ 200 $ 200 Less: allowance for doubtful accounts (200 ) (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, June 15, 2020.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2020
INTANGIBLE ASSETS
NOTE 7 - INTANGIBLE ASSETS	The Company incurred $0.01 and $0.02 million of legal patent costs that were capitalized during the three months ended March 31, 2020 and 2019, respectively. The Company acquired from the CHI acquisition patents at a fair value of $0.7 million during the year ended December 31, 2019. The Company also acquired $14.5 million in Intellectual Property Research and Development and $9.2 million in goodwill from the acquisition of CHI during the year ended December 31, 2019. Intangible Asset Summary The following table summarizes the estimated fair values as of March 31, 2020 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 11.04 $ 10 Patents 1,286 12.23 20 In-Process research and development technology 14,460 13.58 - Total $ 16,718 $ 30 Less: accumulated amortization (645 ) Net intangibles $ 16,073 Less: Pending patents not amortized (14,582 ) Net intangible assets subject to amortization $ 1,491 Amortization expense was $0.03 million and $0.01 million for the three months ended March 31, 2020 and 2019, respectively. The estimated aggregate amortization expense over each of the next five years is as follows (in thousands): 2020 (remaining) $ 89 2021 119 2022 119 2023 119 2024 119 Thereafter 926 Total Amortization $ 1,491

LOAN PAYABLE

LOAN PAYABLE	3 Months Ended
	Mar. 31, 2020
LOAN PAYABLE
NOTE 8 - LOAN PAYABLE	Loan payable consists of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Notes to a company due September 29, 2020, including interest at 4.95% per annum; unsecured; interest due monthly $ 81 $ 127 Current portion of loan payable (81 ) (127 ) Loan payable, less current portion $ - $ - Interest expense for the three months ended March 31, 2020 and 2019 was $0.002 million and $0.002 million, respectively.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2020
NOTES PAYABLE
NOTE 9 - NOTES PAYABLE	Notes payable consist of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Note to an individual, non-interest bearing, unsecured and due on demand 50 50 Unamortized discount - - Current portion of loan payable (50 ) (50 ) Interest expense for the three months ended March 31, 2020 and 2019 was $0 and $0.02 million, respectively.

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	3 Months Ended
	Mar. 31, 2020
CONVERTIBLE PROMISSORY NOTES
NOTE 10 - CONVERTIBLE PROMISSORY NOTES	Convertible promissory notes consist of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 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. $ 550 $ 550 Unamortized discount - - Current portion of convertible promissory notes 550 550 Convertible promissory notes, less current portion $ - $ - During the three month periods ended March 31, 2020 and 2019, the Company incurred $0 and $0.5 million, respectively, amortization of discount. Interest expense for the three month periods ended March 31, 2020 and 2019 was $0.01 million and $0.07 million, respectively.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2020
DERIVATIVE LIABILITY
NOTE 11 - 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 March 31, 2020 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 $ 27 $ - $ - $ 27 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 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 2020 were as follows: Significant assumptions: Risk-free interest rate at grant date 0.37 % Expected stock price volatility 68.23 % 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, 2018 to March 31, 2020 (in thousands): Fair value of derivative liabilities Balance at December 31, 2018 $ 618 Loss on change in fair value included in earnings (527 ) Balance at December 31, 2019 91 Gain on change in fair value included in earnings (64 ) Balance at March 31, 2020 $ 27

WARRANT AGREEMENTS

WARRANT AGREEMENTS	3 Months Ended
	Mar. 31, 2020
WARRANT AGREEMENTS
NOTE 12 - WARRANT AGREEMENTS	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, 2019 14,666,518 3.70 2.99 Granted - - - Exercised - - - Forfeited/Expired - - - Outstanding, March 31, 2020 14,666,518 3.70 2.74 Exercisable at March 31, 2020 6,648,446 2.07 1.07 Warrant summary for the period ended March 31, 2020: 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, 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 2.74 $ 3.70 6,648,446 $ 1.07 14,666,518 2.74 $ 3.70 6,648,446 $ 1.07 The weighted-average fair value of warrants granted to during the three months ended March 31, 2020 and 2019, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows: March 31, 2020 March 31, 2019 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.37 % 2.23 % Expected stock price volatility 68.23 % 138.42 % Expected dividend payout - - Expected option life (in years) 3 3 Expected forfeiture rate 0 % 0 %

STOCK INCENTIVE PLANS

STOCK INCENTIVE PLANS	3 Months Ended
	Mar. 31, 2020
STOCK INCENTIVE PLANS
NOTE 13 - STOCK INCENTIVE PLANS	On December 29, 2017 (“Effective Date”), the Company adopted the CURE Pharmaceutical Holding Corp. 2017 Equity Incentive Plan (the “2017 Equity 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 did not issue any Nonstatutory Stock Options (“NSO”), Restricted Common Stock (“RCS”) or Restricted Common Stock (“RCS”) to employees, including executive officers, and non-employee members of the Board of Directors of the Company during the three months ended March 31, 2020 and 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. Stock Options The Company’s stock option activity was as follows: Options Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2019 3,467,650 1.84 8.74 Granted - - - Exercised - - - Forfeited/Expired (120,000 ) 2.01 - Outstanding, March 31, 2020 3,347,650 1.83 8.49 Exercisable at March 31, 2020 1,842,116 1.40 8.31 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 3,347,650 8.49 $ 1.83 1,842,116 $ 1.40 3,347,650 8.49 $ 1.83 1,842,116 $ 1.40 The aggregate intrinsic value of options outstanding and exercisable at March 31, 2020 was $0.1 million. The aggregate grant date fair value of options granted during the three months ended March 31, 2020 and year ended December 31, 2019 amounted to $0 and $4.3 million, respectively. Compensation expense related to stock options was $0.4 million and $0.09 million for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the total unrecognized fair value compensation cost related to unvested stock options was $3.2 million, which is to be recognized over a remaining weighted average period of approximately 8.70 years. The weighted-average fair value of options granted during the three months ended March 31, 2020 and 2019, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows: March 31, 2020 March 31, 2019 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.37 % 2.23 % Expected stock price volatility 68.23 % 138.42 % 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: Restricted Stock Shares Weighted Average Grant Date Fair Value Non-vested, December 31, 2019 82,086 2.69 Granted - - Vested (33,164 ) 2.01 Forfeited/Expired - - Non-vested, March 31, 2020 48,922 3.15 Compensation expense related to restricted shares was $0.07 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. 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, 2019 60,759 3.66 Granted - - Vested - - Forfeited/Expired - - Outstanding, March 31, 2020 60,759 3.66 Compensation expense related to restricted stock units was $0.06 million and $0 for the three months ended March 31, 2020 and 2019, respectively.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2020
Stockholders' equity:
NOTE 14 - 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 March 31, 2020 and December 31, 2019, there were 38,032,793 and 38,001,543 shares of the Company’s common stock issued and outstanding, respectively. Common Share Issuances From January 1, 2020 to March 31, 2020, the Company issued 31,250 common stock shares at prices per share ranging from $1.50 to $2.61 regarding advisory consulting services. Total value of these issuances were $0.07 million. Common Stock Issuable 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 this Current Report on Form 10-Q, the Company has not yet issued these common stock shares and has recorded a stock issuable of $0.6 million. From July 1, 2019 to September 30, 2019, the Company entered into a consulting agreement pursuant to which 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 this Quarterly Report on Form 10-Q, the Company has not yet issued these common stock shares and has recorded a stock issuable 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 this Quarterly Report on Form 10-Q, the Company has not yet issued these common stock shares and has recorded a stock issuable 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-Q for the three months ended March 31, 2020, the Company has not yet released or issued these common stock shares and has recorded a stock issuable of $0.2 million. On January 15, 2020, the Company entered into a consulting agreement pursuant to which the Company is to issue 45,000 common stock shares of the Company for providing investor relations services. As of our filing of this Quarterly Report on Form 10-Q, the company has not yet issued these common stock shares and has recorded a stock issuable of $105,750. On February 20, 2020, the Company agreed to pay an accounts payable relating to legal services performed. The Company is to issue 25,000 common stock shares of the Company at a price per share of $2.29. As of our filing of this Quarterly Report on Form 10-Q, the company has not yet issued these common stock shares and has recorded a stock issuable of $57,250.

BUSINESS COMBINATION

BUSINESS COMBINATION	3 Months Ended
	Mar. 31, 2020
BUSINESS COMBINATION
NOTE 15 - BUSINESS COMBINATION	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 of the transaction (the “Closing Date”); (ii) 7,128,913 shares to be held in escrow, subject to indemnification and clawback rights that lapse upon the achievement of certain milestones; (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; (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; and (v) up to 8,018,071 shares issuable upon exercise of warrants (“Acquisition Warrant Shares”) that become exercisable upon achieving certain revenue goals between the second and fourth anniversary of the Closing Date at an exercise price of $5.01 per share, exercisable, to the extent vested, for five years from the Closing Date. In exchange for the assets and liabilities acquired, the Company received an investment of $2 million from Chemistry Holdings pursuant to a convertible note. Such convertible note, on the Closing Date, became an intercompany payable and was cancelled. 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 Shares 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 for the three months ended March 31, 2020: (Dollars in thousands) Fair Value of the Contingent Share Consideration Fair value at December 31, 2019 $ 16,043 Net change in fair value during the three months ended March 31, 2020 (4,732 ) Fair Value at March 31, 2020 $ 11,311 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): Three months ended March 31, 2019 Net revenues $ 75 Net loss (10,062 ) Net loss attributable to Cure per common share, basic $ (0.35 ) Net loss attributable to Cure per common share, diluted $ (0.35 )

INTELLECTUAL PROPERTY AND COLLA

INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS	3 Months Ended
	Mar. 31, 2020
INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS
NOTE 16 - INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS	On September 4, 2018, Cure Pharmaceutical entered into its first multi-year licensing agreement (the “Licensing Agreement”) with Canopy Growth Corporation (“Canopy”), a company that engages in the production and sale of medical cannabis. Under the terms of the Licensing Agreement, Canopy will have an exclusive license to certain of Cure Pharmaceutical’s intellectual property rights, including Cure Pharmaceutical’s patented, multi-layer oral thin film (OTF), CUREfilm™ technology for use with cannabis extracts and biosynthetic cannabinoids and the Cure Pharmaceutical’s trademarks in markets around the world where it is legal for Canopy to sell such products, excluding Asia. Cure Pharmaceutical 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 to third parties internationally, excluding Canada, from the November 7. 2019 until December 31, 2020. However, Cure Pharmaceutical may not sell any cannabinoid CUREfilm products that are specifically developed for Canopy, as identified in the Development Agreement between the Company and Canopy, dated 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. During the three months ended March 31, 2020, the Company recognized $50,000 of revenue relating to work completed in regard to the transfer of technology fee as discussed in the License Agreement with Canopy.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2020
COMMITMENTS AND CONTINGENCIES
NOTE 17 - 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 for the three months ended March 31, 2020 and 2019 was $0.06 and $0.06 million, respectively. 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 three months ended March 31, 2020, 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, 2019 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 March 31, 2020 are as follows (in thousands): 2020 (remaining) $ 9 2021 14 2022 14 2023 14 2024 9 Thereafter - Total $ 60

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2020
SUBSEQUENT EVENTS
NOTE 18 - SUBSEQUENT EVENTS	Paycheck Protection Program In April 2020 the Company received loan proceeds of $0.4 million pursuant to the Paycheck Protection Program (the “PPP”). The PPP, established as part of the CARES Act, provides loans for small businesses to cover qualified payroll costs, rent, utilities, and interest on mortgage and other debt obligations. The loan is due in April 2022 and has an interest rate of 1% with the potential for loan forgiveness if certain parameters are met. Departure of Our Chief Operating Officer On May 8, 2020 (the “Signing Date”), the Company entered into a separation agreement (the “Separation Agreement”) with Jessica Rousset whereby the parties have agreed to a mutual separation of Mrs. Rousset’s employment as the Company’s Chief Operating Officer, effective May 8, 2020. Pursuant to the terms of the Separation Agreement, Mrs. Rousset will be entitled to the following severance benefits: (i) a gross sum of $93,461.54, paid in equal installments over a six-month period; (ii) for a period of six months, an amount equal to the cost of her COBRA health benefits if she enrolls for COBRA coverage; (iii) acceleration of vesting of each equity award held by her to the extent the award would have vested had she remained employed for six months following her resignation; and (iv) an extended exercise period for certain equity awards held by her such that she may exercise vested shares under such outstanding equity awards until May 8, 2021. The Separation Agreement contains a release and certain restrictive covenants that are binding upon Mrs. Rousset. Mrs. Rousset has seven days from the Signing Date to revoke the Separation Agreement.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying condensed 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 and 2019, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Form 10-K for the fiscal period ended December 31, 2019 filed with the SEC on March 30, 2020.
Principles of Consolidation	The condensed financial statements include the accounts of CPHC and its wholly-owned subsidiaries, CURE Pharmaceutical, CHI and its 63% majority owned subsidiary Oak, through April 15, 2019 when the Company entered into a Termination and Release Agreement with Oak whereby the Company surrender all of its shares of Oak and terminated any rights the Company may have had to acquire additional shares or interest in Oak. 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.
Going Concern and Management's Liquidity Plans	The accompanying condensed 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 March 31, 2020, we had an accumulated deficit of approximately $48.6 million and a working capital deficit of approximately $6.3 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 $1.3 million of cash on hand, which is expected to provide operating cash needs for up to four 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. In April 2020 the Company was approved for $0.4 million under the Paycheck Protection Program. 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.
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 March 31, 2020 and December 31, 2019, the Company had no cash equivalents. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation 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 March 31, 2020 and December 31, 2019, the Company had $1.3 million and $3.8 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 a joint venture. 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 condensed 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 (the “Releaf Loan”) with Releaf Europe BV (“Releaf”) in the amount of $0.2 million. Releaf shall accrue interest on the Releaf 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 Releaf Loan is repaid or at the maturity date of October 31, 2021. In the event of a request for conversion by the Company or at the end of the maturity date, October 31, 2021, the outstanding amount of the Releaf Loan and any unpaid accrued interest shall be converted into shares of Releaf 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 (“Releaf Qualified Financing”), the outstanding amount of the Releaf Loan and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Releaf Qualified Financing less a discount of 20% on the subscription price. In addition, both the Company and Releaf agree in the event that the pre-money valuation of the Reelaf 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 the Releaf Loan. On February 5, 2020 and February 13, 2020, the Company purchased two convertible loans (the “February 2020 Loans”) with Releaf for a total amount of $0.3 million. Releaf shall accrue interest on the February 2020 Loans at 6% per annum and they shall become due and payable to the Company at the earlier of the conversion date or the maturity date of October 31, 2021. In the event of a request for conversion by the Company or at the end of the maturity date, October 31, 2021, the outstanding amounts of the February 2020 Loans and any unpaid accrued interests shall be converted into shares of Releaf 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 (“Releaf February 2020 Qualified Financing”), the outstanding amount of the February 2020 Loans and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Releaf February 2020 Qualified Financing, less a discount of 20% on the subscription price. In addition, in the event that the pre-money valuation of the Releaf February 2020 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 March 31, 2020, the Company recorded an investment using the cost method of accounting in Releaf and did not record any accrued interest relating to the foregoing Releaf loans. 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 March 31, 2020 and December 31, 2019, management determined that no allowance was necessary.
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 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 acquired in-process R&D assets, 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 March 31, 2020 or December 31, 2019.
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 ASC 606, “ Revenue Recognition To achieve the core principle of Topic 606, we perform the following steps: · Identify the contract(s) with customer; · Identify the performance obligations in the contract; · Determine the transactions price; · Allocate the transactions price to the performance obligations in the contract; and · 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 our 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 formulation and product development income include services for the development of OTF products utilizing our CureFilm™ Technology. Our development contracts have up to 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 March 31, 2020 and December 31, 2019, we had contract liabilities of $0.3 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 statements of operations. The Company did not record advertising costs for the three months ended March 31, 2020 and 2019.
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 $0.8 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively.
Income Taxes	The Company utilizes Financial Accounting Standards Board (“FASB”) ASC 740, “I ncome Taxes 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the outbreak of a novel strain of the coronavirus, COVID-19. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). Under the CARES Act, net operating losses (“NOLs”) arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. Moreover, under the 2017 Tax Act as modified by the CARES Act, federal NOLs of our corporate subsidiaries generated in tax years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of federal NOLs, particularly for tax years beginning on or after January 1, 2021, may be limited. The accounting for the material income tax impacts will be reflected in the 2020 financial statements. It is uncertain if and to what extent various states will conform to the 2017 Tax Act or the CARES Act. The Company is currently assessing the impact the CARES Act will have on the Company’s consolidated financial statements.
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 Accounting Standards Update (“ASU”) No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting
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 Fair Value Measurements The Company follows FASB ASC 820, “ Fair Value Measurements and Disclosures 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, which management has determined approximates values using more complex methods, using Level 3 inputs. (See Note 13) 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 March 31, 2020 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 11,311 $ - $ - $ 11,311 Fair value of derivative liability $ 27 $ - $ - $ 27 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 contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 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 December 31, 2019 to March 31, 2020, 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.
Fair Value Measurements	The Company follows FASB ASC 820, “ Fair Value Measurements and Disclosures 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, which management has determined approximates values using more complex methods, using Level 3 inputs (See Note 13). 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 March 31, 2020 for assets and liabilities measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 11,311 $ - $ - $ 11,311 Fair value of derivative liability $ 27 $ - $ - $ 27 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 contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91 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 December 31, 2019 to March 31, 2020, 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.
Non-controlling Interests in Consolidated Financial Statements	The Company follows ASC 810-10-65, “ Non-controlling Interests in Consolidated Financial Statements.
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): For the Three Months Ended March 31, 2020 March 31, 2019 Net income (loss) attributable to the Company $ 2,046 $ (10,028 ) Weighted average outstanding shares of common stock 38,017,568 28,595,784 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan 1,842,116 - Warrants 6,648,446 - Conversion of convertible notes 115,047 - Issuance of contingent shares relating to CHI acquisition 6,462,396 - Common stock and common stock equivalents 53,085,573 28,595,784 Income (loss) per share: Basic net income (loss) per share $ 0.05 $ (0.35 ) Diluted net income (loss) per share $ 0.04 $ (0.35 ) The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three months ended March 31, 2020 2019 Vested stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - 90,000 Shares to be issued upon conversion of convertible payable - 115,047 Total - 205,047
Emerging Growth Company	We are an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (“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 2016-13 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 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other
Recent Accounting Pronouncements Not Yet Adopted	ASU 2019-12 In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within that fiscal year. Early adoption is permitted. The Company is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures. 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 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)	3 Months Ended
	Mar. 31, 2020
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	Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 11,311 $ - $ - $ 11,311 Fair value of derivative liability $ 27 $ - $ - $ 27 Total Level 1 Level 2 Level 3 Fair value of contingent stock consideration $ 16,043 $ - $ - $ 16,043 Fair value of derivative liability $ 91 $ - $ - $ 91
Schedule of basic and diluted loss per share	For the Three Months Ended March 31, 2020 March 31, 2019 Net income (loss) attributable to the Company $ 2,046 $ (10,028 ) Weighted average outstanding shares of common stock 38,017,568 28,595,784 Dilutive potential common stock shares from: Vested Stock options from the Company’s 2017 Equity Incentive Plan 1,842,116 - Warrants 6,648,446 - Conversion of convertible notes 115,047 - Issuance of contingent shares relating to CHI acquisition 6,462,396 - Common stock and common stock equivalents 53,085,573 28,595,784 Income (loss) per share: Basic net income (loss) per share $ 0.05 $ (0.35 ) Diluted net income (loss) per share $ 0.04 $ (0.35 )
Schedule of diluted net income (loss)	Three months ended March 31, 2020 2019 Vested stock options from the Company’s 2017 Equity Incentive Plan - - Warrants - 90,000 Shares to be issued upon conversion of convertible payable - 115,047 Total - 205,047

PREPAID EXPENSES AND OTHER AS_2

PREPAID EXPENSES AND OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2020
PREPAID EXPENSES AND OTHER ASSETS (Tables)
Schedule of prepaid expenses and other assets	March 31, 2020 December 31, 2019 Prepaid consulting services– stock-based compensation $ 175 $ - Prepaid consulting services 59 285 Prepaid clinical study 175 175 Prepaid insurance 106 146 Other receivables 3 - Prepaid equipment 402 1,135 Prepaid inventory 12 5 Prepaid expenses 62 48 Other assets 35 35 Prepaid expenses and other assets 1,029 1,829 Current portion of prepaid expenses and other assets (994 ) (1,794 ) Prepaid expenses and other assets less current portion $ 35 $ 35

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2020
INVENTORY (Tables)
Schedule of inventory	March 31, 2020 December 31, 2019 Raw materials $ 97 $ 78 Packaging components 42 50 Work-in-process 41 18 Finished goods 14 15 194 161 Reserve for obsolescence (7 ) (5 ) Total inventory $ 187 $ 156

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2020
PROPERTY AND EQUIPMENT (Tables)
Schedule of property and equipment, net	March 31, 2020 December 31, 2019 Equipment deposits $ 1,077 $ 20 Manufacturing equipment 885 882 Computer and other equipment 592 585 Leasehold improvements 77 77 Less accumulated depreciation (973 ) (923 ) Property and Equipment, net $ 1,658 $ 641

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2020
NOTES RECEIVABLE (Tables)
Schedule of note receivable	March 31, 2020 December 31, 2019 Coeptis Pharmaceuticals, Inc. $ 200 $ 200 Less: allowance for doubtful accounts (200 ) (200 ) Note receivable, net $ - $ -

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2020
INTANGIBLE ASSETS (Tables)
Schedule of intangible assets, net	Estimated Fair Value Remaining Estimated Useful Life (Years) Annual Amortization Expense Intellectual Property $ 972 11.04 $ 10 Patents 1,286 12.23 20 In-Process research and development technology 14,460 13.58 - Total $ 16,718 $ 30 Less: accumulated amortization (645 ) Net intangibles $ 16,073 Less: Pending patents not amortized (14,582 ) Net intangible assets subject to amortization $ 1,491
Schedule of future amortization expense	2020 (remaining) $ 89 2021 119 2022 119 2023 119 2024 119 Thereafter 926 Total Amortization $ 1,491

LOAN PAYABLE (Tables)

LOAN PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2020
LOAN PAYABLE (Tables)
Schedule of loan Payable	March 31, 2020 December 31, 2019 Notes to a company due September 29, 2020, including interest at 4.95% per annum; unsecured; interest due monthly $ 81 $ 127 Current portion of loan payable (81 ) (127 ) Loan payable, less current portion $ - $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2020
NOTES PAYABLE (Tables)
Schedule of notes payable	March 31, 2020 December 31, 2019 Note to an individual, non-interest bearing, unsecured and due on demand 50 50 Unamortized discount - - Current portion of loan payable (50 ) (50 )

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	3 Months Ended
	Mar. 31, 2020
CONVERTIBLE PROMISSORY NOTES (Tables)
Schedule of convertible promissory notes	March 31, 2020 December 31, 2019 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. $ 550 $ 550 Unamortized discount - - Current portion of convertible promissory notes 550 550 Convertible promissory notes, less current portion $ - $ -

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2020
DERIVATIVE LIABILITY (Tables)
Schedule of fair value measurements on recurring basis	Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 27 $ - $ - $ 27 Total Level 1 Level 2 Level 3 Fair value of Derivative Liability $ 91 $ - $ - $ 91
Schedule of derivative liability assumptions used	Significant assumptions: Risk-free interest rate at grant date 0.37 % Expected stock price volatility 68.23 % 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, 2018 $ 618 Loss on change in fair value included in earnings (527 ) Balance at December 31, 2019 91 Gain on change in fair value included in earnings (64 ) Balance at March 31, 2020 $ 27

WARRANT AGREEMENTS (Tables)

WARRANT AGREEMENTS (Tables)	3 Months Ended
	Mar. 31, 2020
WARRANT AGREEMENTS (Tables)
Schedule of change in warrant	Warrants Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2019 14,666,518 3.70 2.99 Granted - - - Exercised - - - Forfeited/Expired - - - Outstanding, March 31, 2020 14,666,518 3.70 2.74 Exercisable at March 31, 2020 6,648,446 2.07 1.07
Schedule of warrant summary	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, 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 2.74 $ 3.70 6,648,446 $ 1.07 14,666,518 2.74 $ 3.70 6,648,446 $ 1.07
Schedule of fair value of warrant valuation assumptions	March 31, 2020 March 31, 2019 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.37 % 2.23 % Expected stock price volatility 68.23 % 138.42 % Expected dividend payout - - Expected option life (in years) 3 3 Expected forfeiture rate 0 % 0 %

STOCK INCENTIVE PLANS (Tables)

STOCK INCENTIVE PLANS (Tables)	3 Months Ended
	Mar. 31, 2020
STOCK INCENTIVE PLANS (Tables)
Schedule of stock option activity	Options Weighted Average Exercise Price Weighted Average Contractual Remaining Life Outstanding, December 31, 2019 3,467,650 1.84 8.74 Granted - - - Exercised - - - Forfeited/Expired (120,000 ) 2.01 - Outstanding, March 31, 2020 3,347,650 1.83 8.49 Exercisable at March 31, 2020 1,842,116 1.40 8.31 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 3,347,650 8.49 $ 1.83 1,842,116 $ 1.40 3,347,650 8.49 $ 1.83 1,842,116 $ 1.40
Weighted-average fair value of options granted	March 31, 2020 March 31, 2019 Significant assumptions (weighted-average): Risk-free interest rate at grant date 0.37 % 2.23 % Expected stock price volatility 68.23 % 138.42 % 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, 2019 82,086 2.69 Granted - - Vested (33,164 ) 2.01 Forfeited/Expired - - Non-vested, March 31, 2020 48,922 3.15
Schedule of restricted stock unit	Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2019 60,759 3.66 Granted - - Vested - - Forfeited/Expired - - Outstanding, March 31, 2020 60,759 3.66

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	3 Months Ended
	Mar. 31, 2020
BUSINESS COMBINATION (Tables)
Schedule of contingent share consideration	(Dollars in thousands) Fair Value of the Contingent Share Consideration Fair value at December 31, 2019 $ 16,043 Net change in fair value during the three months ended March 31, 2020 (4,732 ) Fair Value at March 31, 2020 $ 11,311
Schedule of net income per common share	Three months ended March 31, 2019 Net revenues $ 75 Net loss (10,062 ) Net loss attributable to Cure per common share, basic $ (0.35 ) Net loss attributable to Cure per common share, diluted $ (0.35 )

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2020
COMMITMENTS AND CONTINGENCIES (Tables)
Schedule of future minimum lease payments	2020 (remaining) $ 9 2021 14 2022 14 2023 14 2024 9 Thereafter - Total $ 60

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)ft²shares	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

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2020
Minimum [Member]
Estimated useful lives	11 years
Maximum [Member]
Estimated useful lives	20 years
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	Mar. 31, 2020	Dec. 31, 2019
Fair value of contingent stock consideration	$ 11,311	$ 16,043
Fair value of derivative liability	27	91
Fair value of contingent stock consideration	4,726	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	27	91
Fair value of contingent stock consideration	$ 11,311	$ 16,043

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)
Net income (loss) attributable to the Company	$ 2,046,000	$ (10,028,000)
Weighted average outstanding shares of common stock	38,017,568	28,595,784
Dilutive potential common stock shares from:
Vested Stock options from the Company's 2017 Equity Incentive Plan	1,842,116
Warrants	$ 6,648,446
Conversion of convertible notes	115,047
Issuance of contingent shares relating to CHI acquisition	6,462,396
Common stock and common stock equivalents	53,085,573	28,595,784
Income (loss) per share:
Basic net income (loss) per share	$ 0.05	$ (0.35)
Diluted net income (loss) per share	$ 0.04	$ (0.35)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)
Vested stock options from the Company's 2017 Equity Incentive Plan
Warrants		90,000
Shares to be issued upon conversion of convertible notes		115,047
Total		205,047

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Nov. 01, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Nov. 10, 2017
Accumulated deficit		$ (48,586,000)		$ (50,632,000)
Working capital deficit		(6,300,000)
Cash		1,300,000
Federal deposit insurance corporation insured limit		250,000		250,000
Amount in excess of FDIC limit		1,300,000		3,800,000
Allowance for doubtful accounts		0		0
Research and development expenses		805,000	$ 361,000
Contract liabilities		$ 300,000		400,000
Valuation allowance percentage		100.00%
Non-controlling Interests		$ 0		$ 0
Ownership interest		65.00%
Oak Therapeutics [Member]
Ownership interest					63.00%
Borrower [Member]
Convertible debt	$ 200,000
Accrued interest rate	6.00%
Maturity date	Oct. 31, 2021
Request for conversion description	In the event of a request for conversion by the Company or at the end of the maturity date, October 31, 2021, the outstanding amounts of the February 2020 Loans and any unpaid accrued interests shall be converted into shares of Releaf 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 (“Releaf February 2020 Qualified Financing”), the outstanding amount of the February 2020 Loans and any unpaid accrued interest shall automatically convert at a price per share paid by the investors in connection with the Releaf February 2020 Qualified Financing less a discount of 20% on the subscription price. In addition, in the event that the pre-money valuation of the Releaf February 2020 Qualified Financing is higher than $15 million, the conversion shall be calculated with a cap of pre-money valuation of $14.5 million.
February 5, 2020 And February 13, 2020 [Member] | Two Convertible Loans [Member]
Convertible debt		$ 300,000
Accrued interest rate		6.00%
Maturity date		Oct. 31, 2021
Request for conversion description
April 2020 [Member] | Paycheck Protection Program [Member]
Proceeds from loan		$ 400
Minimum [Member]
Estimated useful lives		11 years
Maximum [Member]
Estimated useful lives		20 years

PREPAID EXPENSES AND OTHER AS_3

PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
PREPAID EXPENSES AND OTHER ASSETS (Details)
Prepaid consulting services - stock-based compensation	$ 175
Prepaid consulting services	59	285
Prepaid clinical study	175	175
Prepaid insurance	106	146
Other receivables	3
Prepaid equipment	402	1,135
Prepaid inventory	12	5
Prepaid expenses	62	48
Other assets	35	35
Prepaid expenses and other assets	1,029	1,829
Current portion of prepaid expenses and other assets	(994)	(1,794)
Prepaid expenses and other assets less current portion	$ 35	$ 35

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
INVENTORY (Details)
Raw Materials	$ 97	$ 78
Packaging Components	42	50
Work-In-Process	41	18
Finished Goods	14	15
Inventory, Gross	194	161
Reserve for Obsolescence	(7)	(5)
Total inventory	$ 187	$ 156

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Less accumulated depreciation	$ (973)	$ (923)
Property and Equipment, net	1,658	641
Manufacturing equipmentt [Member]
Property and Equipment	885	882
Equipment Deposits [Member]
Property and Equipment	1,077	20
Computer and other equipment [Member]
Property and Equipment	592	585
Leasehold Improvements [Member]
Property and Equipment	$ 77	$ 77

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
PROPERTY AND EQUIPMENT (Details Narrative)
Depreciation expense	$ 50	$ 30

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Note receivable, net
Allowance for doubtful accounts	(200)	(200)
Coeptis Pharmaceuticals, Inc. [Member]
Note receivable, net	$ 200	$ 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)	3 Months Ended
	Mar. 31, 2020USD ($)
Intellectual property and patents, gross	$ 16,718
Less accumulated amortization	(645,000)
Net intangibles	16,073,000
Less: pending patents not subject to amortization	(14,582,000)
Net intangible assets subject to amortization	1,491,000
Intellectual Property [Member]
Intellectual property and patents, gross	$ 972,000
Remaining Estimated Useful Life (Years)	11 years 4 months 24 days
Amortization Expense	$ 10,000
Patents [Member]
Intellectual property and patents, gross	$ 1,286,000
Remaining Estimated Useful Life (Years)	12 years 2 months 23 days
Amortization Expense	$ 20,000
In-process research and development technology [Member]
Intellectual property and patents, gross	$ 14,460,000
Remaining Estimated Useful Life (Years)	13 years 6 months 29 days
Amortization Expense

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) $ in Thousands	Mar. 31, 2020USD ($)
INTANGIBLE ASSETS (Details 1)
2020 (remaining)	$ 89
2021	119
2022	119
2023	119
2024	119
Thereafter	926
Total Amortization	$ 1,491

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Patents received from the acquisition of Chemistry Holdings, Inc			$ 700,000
In-process research and development received from the acquisition of Chemistry Holdings, Inc			14,500,000
Amortization expense	30,000	10,000
Goodwill from the acquisition of Chemistry Holdings, Inc			$ 9,200
Patents [Member]
Patent costs capitalized	$ 10,000	$ 20,000

LOAN PAYABLE (Details)

LOAN PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Loan payable	$ (81)	$ (127)
Loan payable, less current portion
Loan payable	81	127
Loans Payable [Member]
Loan payable	$ 81	$ 127

LOAN PAYABLE (Details Narrative

LOAN PAYABLE (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest expense	$ (13)	$ (3,297)
Loans Payable [Member]
Interest expense	$ 2	$ 2

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Unamortized discount
Current portion of loan payable	(50)	(50)
Individual [Member]
Notes payable	$ 50	$ 50

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest expense	$ (13)	$ (3,297)
Note Payable [Member]
Interest expense	$ 0	$ 20

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Unamortized discount
Current portion of convertible promissory notes	550	550
Convertible promissory notes, less current portion
Convertible Promissory Note [Member]
Total Convertible promissory notes	$ 550	$ 550

CONVERTIBLE PROMISSORY NOTES _2

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest expense	$ (13)	$ (3,297)
Convertible Promissory Note [Member]
Amortization of discount	0	500
Interest expense	$ 10	$ 70

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair value of Derivative Liability	$ 27	$ 91
Fair value of Derivative Liability	27	91
Fair Value, Inputs, Level 1 [Member]
Fair value of Derivative Liability
Fair value of Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Fair value of Derivative Liability
Fair value of Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Fair value of Derivative Liability	27	91
Fair value of Derivative Liability	$ 27	$ 91

DERIVATIVE LIABILITY (Details 1

DERIVATIVE LIABILITY (Details 1)	3 Months Ended
	Mar. 31, 2020
Significant assumptions:
Risk-free interest rate at grant date	0.37%
Expected stock price volatility	68.23%
Expected dividend payout	0.00%
Expected option life (in years)	1 year
Expected forfeiture rate	0.00%

DERIVATIVE LIABILITY (Details 2

DERIVATIVE LIABILITY (Details 2) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
DERIVATIVE LIABILITY (Tables)
Derivative liability measured at fair value, beginning balance	$ 91	$ 618
Loss on change in fair value included in earnings	(64)	(627)
Derivative liability measured at fair value, ending balance	$ 27	$ 91

WARRANT AGREEMENTS (Details)

WARRANT AGREEMENTS (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Weighted Average Contractual Remaining Life
Granted
Warrant [Member]
Warrants
Outstanding, December 31, 2019	14,666,518
Granted
Exercised
Forfeited/Expired
Outstanding, March 31, 2020	14,666,518
Exercisable at March 31, 2020	6,648,446
Weighted Average Exercise Price
Outstanding, December 31, 2019 | $ / shares	$ 3.70
Granted | $ / shares
Exercised | $ / shares
Forfeited/Expired
Outstanding, March 31, 2020 | $ / shares	$ 3.70
Exercisable at March 31, 2020 | $ / shares	$ 2.07
Weighted Average Contractual Remaining Life
Outstanding, December 31, 2019	2 years 11 months 27 days
Granted
Outstanding, March 31, 2020	2 years 8 months 27 days
Exercisable at March 31, 2020	1 year 26 days

WARRANT AGREEMENTS (Details 1)

WARRANT AGREEMENTS (Details 1) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Number of Warrants	14,666,518	14,666,518
Weighted Average Remaining Contractual Life (years)	2 years 11 months 27 days	2 years 8 months 27 days
Weighted Average Exercise Price	$ 3.70	$ 3.70
Number of Warrants Exercisable	6,648,446	6,648,446
Weighted Average Exercise Price	$ 1.07	$ 1.07
1.00 - $7.00 [Member]
Number of Warrants	14,666,518	14,666,518
Weighted Average Remaining Contractual Life (years)	2 years 11 months 27 days	2 years 8 months 27 days
Weighted Average Exercise Price	$ 3.70	$ 3.70
Number of Warrants Exercisable	6,648,446	6,648,446
Weighted Average Exercise Price	$ 1.07	$ 1.07
Range of Exercise Price Lower Limit	1	1
Range of Exercise Price Upper Limited	$ 7	$ 7

WARRANT AGREEMENTS (Details 2)

WARRANT AGREEMENTS (Details 2)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	0.37%
Expected stock price volatility	68.23%
Expected dividend payout	0.00%
Expected option life (in years)	1 year
Expected forfeiture rate	0.00%
Warrant [Member]
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	0.37%	2.23%
Expected stock price volatility	68.23%	138.42%
Expected dividend payout	0.00%	0.00%
Expected option life (in years)	3 years	3 years
Expected forfeiture rate	0.00%	0.00%

STOCK INCENTIVE PLANS (Details)

STOCK INCENTIVE PLANS (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Option
Outstanding Beginning Balance | shares	3,467,650
Granted | shares
Exercised | shares
Forfeited/Expired | shares	(120,000)
Outstanding Ending Balance | shares	3,347,650
Exercisable Ending Balance | shares	1,842,116
Weighted Average Exercise Price
Outstanding Beginning Balance | $ / shares	$ 1.84
Granted | $ / shares
Exercised | $ / shares
Forfeited/Expired | $ / shares	2.01
Outstanding Ending Balance | $ / shares	1.83
Exercisable Ending Balance | $ / shares	$ 1.40
Weighted Average Contractual Remaining Life
Outstanding Beginning Balance	8 years 8 months 27 days
Granted
Outstanding Ending Balance	8 years 5 months 27 days
Exercisable Ending Balance	8 years 3 months 22 days

STOCK INCENTIVE PLANS (Details

STOCK INCENTIVE PLANS (Details 1)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
0.61-$4.01 [Member]
Number of Awards | shares	3,347,650
Weighted Average Remaining Contractual Life (years)	8 years 5 months 27 days
Weighted Average Exercise Price	$ 1.83
Number of Awards Exercisable | shares	1,842,116
Weighted Average Exercise Price	$ 1.40
Range of Exercise Price Lower Limit	0.61
Range of Exercise Price Upper Limited	$ 4.01
Stock Option [Member]
Number of Awards | shares	3,347,650
Weighted Average Remaining Contractual Life (years)	8 years 5 months 27 days
Weighted Average Exercise Price	$ 1.83
Number of Awards Exercisable | shares	1,842,116
Weighted Average Exercise Price	$ 1.40

STOCK INCENTIVE PLANS (Detail_2

STOCK INCENTIVE PLANS (Details 2)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Significant assumptions (weighted-average):
Expected forfeiture rate	0.00%
Stock Option [Member]
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	0.37%	2.23%
Expected stock price volatility	68.23%	138.42%
Expected dividend payout	0.00%	0.00%
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]	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Non-vested, December 31, 2019 | shares	82,086
Granted | shares
Vested | shares	(33,164)
Forfeited/Expired | shares
Non-vested, March 31, 2020 | shares	48,922
Weighted Average Exercise Price, Non-vested, December 31, 2019 | $ / shares	$ 2.69
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Vested | $ / shares	2.01
Weighted Average Exercise Price, Forfeited/Expired | $ / shares
Weighted Average Exercise Price, Non-vested, March 31, 2020 | $ / shares	$ 3.15

STOCK INCENTIVE PLANS (Detail_4

STOCK INCENTIVE PLANS (Details 4) - Stock Option [Member]	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Restricted Stock Units
Outstanding, December 31, 2019 | shares
Granted | shares	60,759
Vested | shares
Forfeited/Expired | shares
Outstanding, March 31, 2020 | shares	60,759
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value Outstanding, December 31, 2019 | $ / 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, Outstanding, March 31, 2020 | $ / shares	$ 3.66

STOCK INCENTIVE PLANS (Detail_5

STOCK INCENTIVE PLANS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Oct. 10, 2019	Dec. 29, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Fair value of options granted			$ 0		$ 4,300
Compensation expense			$ 400	90
Weighted Average Remaining Contractual Life (years)			8 years 11 months 1 day
Vesting period description
Weighted Average Remaining Contractual Life (years)			2 years 11 months 27 days		2 years 8 months 27 days
2017 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]
Aggregate intrinsic value			$ 100
Unrecognized fair value of compensation cost			$ 3,200
Weighted Average Remaining Contractual Life (years)			8 years 8 months 12 days
Restricted Stock [Member]
Compensation expense			$ 60	0
Restricted Stock Units [Member]
Compensation expense			$ 70	$ 100
Restricted Stock Units [Member] | Non-Employee Members [Member]
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]
Awarded vesting period			4 years
Nonstatutory Stock Options [Member]
Awarded vesting period			4 years
Term of exercise period			10 years

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 09, 2019	Oct. 10, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2018	Feb. 20, 2020	Jan. 15, 2020	Dec. 31, 2019
Vesting period description
Common stock, shares authorized			150,000,000					150,000,000
Stock Issued During Period, Shares, Issued for Services			31,250
Shares Issued, Price Share			$1.50 to $2.61
Common stock, shares par value			$ 0.001					$ 0.001
Proceeds from issuance				$ 500,000
Common stock, shares outstanding			38,032,793					38,001,543
CHI [Member]
Stock payable			$ 200,000
Common stock, shares issued	80,433
Common stock shares held in escrow	7,485
Price per share	$ 2.80
Common stock issued pricper share	$ 2.80
Convertible promissory note [Member] | Accrued Interest [Member]
Stock payable			600,000
Conversion price description					Ranging from $0.89 to $2.05 per share.
Debt instrument converted into common stock					447,288
Convertible debt					$ 600,000
Promissory Note [Member] | Lender [Member]
Common stock, price per share		$ 3.65
Common stock, shares issued		25,000
Excess of gross proceeds		$ 2,000,000
Common stock issued, related party		25,000
Stock payable			$ 90,000
Consulting Agreement [Member]
Stock payable			$ 105,750
Common stock, shares issued							45,000
Share-based Payment Arrangement [Member]
Common stock, shares issued						25,000
Common stock, price per share						$ 2.29
Stock payable			$ 57,250

BUSINESS COMBINATION AND DECONS

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Fair Value of the Contingent Share Consideration
Fair value Beginning Balance	$ 16,043
Net change in fair value during the three months ended March 31, 2020	(4,732)
Fair Value Ending Balance	$ 11,311

BUSINESS COMBINATION AND DECO_2

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details 1)
Net revenues		$ 75
Net loss		$ (10,028)
Net loss attributable to Cure per common share, basic	$ 0.05	$ (0.35)
Net loss attributable to Cure per common share, diluted	$ 0.04	$ (0.35)

BUSINESS COMBINATION AND DECO_3

BUSINESS COMBINATION AND DECONSOLIDATION OF SUBSIDIARY (Details Narrative) - USD ($) $ in Thousands	May 14, 2019	Mar. 31, 2020	Dec. 31, 2019
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	$ 6,585	$ 9,068
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 of the transaction (the “Closing Date”); (ii) 7,128,913 shares to be held in escrow, subject to indemnification and clawback rights that lapse upon the achievement of certain milestones; (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; (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; and (v) up to 8,018,071 shares issuable upon exercise of warrants (“Acquisition Warrant Shares”) 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.

INTELLECTUAL PROPERTY AND COL_2

INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
INTELLECTUAL PROPERTY AND COLLABORATIVE AGREEMENTS (Details Narrative)
Revenue through transfer of technology fees	$ 50

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Mar. 31, 2020USD ($)
COMMITMENTS AND CONTINGENCIES (Details)
2020	$ 9
2021	14
2022	14
2023	14
2024	9
Thereafter
Total	$ 60

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)ft²	Mar. 31, 2019USD ($)
Operating lease rent expense	$ 60	$ 60
Monthly payments	20
Right of use asset	60
Finance capital lease liability, current portion	10
Finance capital lease liability, long-term portion	$ 50
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) - Subsequent Event [Member]	3 Months Ended
	Mar. 31, 2020USD ($)
Separation Agreement [Member] | Chief Executive Officer [Member] | May 8, 2020 [Member]
layoff of employee, description	The Company entered into a separation agreement (the “Separation Agreement”) with Jessica Rousset whereby the parties have agreed to a mutual separation of Mrs. Rousset’s employment as the Company’s Chief Operating Officer
Conditions of compensation to former employee, Description	Pursuant to the terms of the Separation Agreement, Mrs. Rousset will be entitled to the following severance benefits: (i) a gross sum of $93,461.54, paid in equal installments over a six-month period; (ii) for a period of six months, an amount equal to the cost of her COBRA health benefits if she enrolls for COBRA coverage; (iii) acceleration of vesting of each equity award held by her to the extent the award would have vested had she remained employed for six months following her resignation; and (iv) an extended exercise period for certain equity awards held by her such that she may exercise vested shares under such outstanding equity awards until May 8, 2021. The Separation Agreement contains a release and certain restrictive covenants that are binding upon Mrs. Rousset. Mrs. Rousset has seven days from the Signing Date to revoke the Separation Agreement.
Paycheck Protection Program [Member] | April 2020 [Member]
Proceeds from long term loan	$ 400,000
Loan due date	Apr. 1, 2022
Interest rate	1.00%