INSTADOSE PHARMA CORP. Item 2.01 Completion of Acquisition or Disposition of Assets
(a)-(e). On
Material relationships. There were no material relationships, other than with respect to the transaction, between Instadose Canada, its officers and directors and the Registrant and its affiliates.
(f) Instadose Canada Form 10 Disclosure
As disclosed elsewhere in this Report, we completed a Plan of Arrangement with Instadose Canada. Item 2.01(f) and 5.01(a)(8) of Form 8-K states that if the registrant was a shell company, as we were, immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act.
ITEM 1. BUSINESS Overview
Instadose Canada is a company incorporated and existing under the British
Columbia Business Corporations Act (the "BCBCA") with its principal business
office located in
Instadose Canada's Global Distribution Platform spans five (5) continents to
date, including
Instadose Canada was incorporated under the BCBCA as
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 15.
END OF FORM 10 DISCLOSURE
Item 3.02 Unregistered Sales of
Item 5.01 Changes in Control of Registrant
The disclosures set forth in Item 3.02 is incorporated by reference into this Item 5.01.
As a result of the issuances above, a change in control has occurred.
58
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Simultaneously with the closing of the Plan of Arrangement on
(1) Grant Sanders as Chairman of the Board, Chief Executive Officer and a
Director;
(2) Alex Wylie as Chief Financial Officer and a Director;
(3) Ann Barnes as a Director; and
(4) Peter Wirth as a Director
The biographies for the above officers and directors are set forth in Item 2.01(f).
Immediately upon appointment of the above individuals, the Registrant accepted
the resignation of
Item 5.03. Change in Fiscal Year
The Board of Directors of the Registrant voted to change the Registrant's fiscal
year end to
Item 5.06. Change in Shell Company Status
Prior to the closing of the Plan of Arrangement, as described in Item 2.01
above, we were a "shell company" (as such term is defined in Rule 12b-2 under
the Exchange Act). As a result of the closing of the Plan of Arrangement, we
have ceased to be a shell company. The information contained in this Report,
together with the information contained in our Current Reports on Form 8-K, as
filed with the
Item 8.01 Other Events
On
The plaintiff seeks judgment as follows:
(i)Determining that the instant action may be maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure, and certifying Plaintiff as the Class representative;
(ii) Requiring Defendants to pay damages sustained by Plaintiff and the Class by reason of the acts and transactions alleged herein;
(iii) Awarding Plaintiff and the other members of the Class prejudgment and post- judgment interest, as well as their reasonable attorneys' fees, expert fees and other costs; and
(iv) Awarding such other and further relief as the Court may deem just and proper.
The Registrant has obtained counsel to dispute the charges against itself and
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
(I) Unaudited Condensed Consolidated Balance Sheet as of August 31, 2021
and 2020;
(ii) Unaudited Condensed Consolidated Statement of Operations for the three
months ended August 31, 2021 and 2020;
(iii) Unaudited Condensed Consolidated Statement of Stockholders' Equity
(Deficit) for the three months ended August 31, 2021 and 2020;
(iv) Unaudited Condensed Consolidated Statement of Cash Flows for the three
months ended August 31, 2021 and 2020;
(v) Unaudited Footnotes to the Condensed Consolidated Financial Statements
for the three months ended August 31, 2021 and 2020;
(vi) Auditor's Report dated January 6, 2022 ;
(vii) Consolidated Balance Sheet as of May 31, 2021 and 2020;
(viii) Consolidated Statement of Operations for the years ended May 31, 2021
and 2020;
(ix) Consolidated Statement of Stockholders' Equity (Deficit) for the years
ended May 31, 2021 and 2020;
(x) Consolidated Statement of Cash Flows for the years ended May 31, 2021
and 2020; and
(xi) Footnotes to the Consolidated Financial Statements for the years ended
May 31, 2021 and 2020
59
Page(s)
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in Stockholders' Equity F-4(Deficit)
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 - F-39
F-1
Table of Contents
Instadose Pharma Corp. and Subsidiaries
Consolidated Balance Sheets
(In Canadian Dollars)
(Unaudited)
August 31, May 31,
2021 2021
(Unaudited) (Audited)
Assets
Current Assets
Cash and cash equivalents $ 4,837 $ 34,608
Prepaid and other current assets 64,866 98,753
Total Current Assets 69,703 133,361
Due from related party 1,509,312 929,463
Joint ventures 92,966 29,881
Property, plant and equipment - net 3,696,410 3,223,598
Operating lease - right-of-use asset 218,321 242,579
Intangible rights - related party 40,937,692 41,395,950
Total Assets $ 46,524,404 $ 45,954,832
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses $ 2,098,870 $ 2,297,378
Accrued compensation - related parties 3,514,433 3,137,350
Common stock payable (400,000 shares) 800,000 800,000
Loan payable - related party 41,390,919 39,693,970
Operating lease liability 103,688 101,642
Total Current Liabilities 47,907,910 46,030,340
Operating lease liability 141,795 168,499
Total Liabilities 48,049,705 46,198,839
Commitments and Contingencies (Note 7)
Stockholders' Deficit Common stock, no par value, unlimited shares authorized 323,605,265 and 319,612,856 shares issued and outstanding, respectively 143,850,531 135,865,713 Additional paid-in capital (793,879 ) (1,196,379 ) Accumulated deficit (144,581,953 ) (134,913,341 ) Total Stockholders' Deficit (1,525,301 ) (244,007 )
Total Liabilities and Stockholders' Deficit
Signed on behalf of the Board:
"Ann Barnes" and "Peter Wirth"
The accompanying notes are an integral part of these unaudited consolidated
financial statements
F-2
Table of Contents
Instadose Pharma Corp. and Subsidiaries
Consolidated Statements of Operations
(In Canadian Dollars)
(Unaudited)
For the Three Months
Ended August 31,
2021 2020
General and administrative expenses 9,197,967 3,928,390
Loss from operations (9,197,967 ) (3,928,390 )
Other income (expense)
Amortization of intangible asset - related party (458,258 ) (458,258 )
Foreign currency transaction gain (loss) (12,387 ) 39,476
Total other expense - net (470,645 ) (418,782 )
Net loss $ (9,668,612 ) $ (4,347,172 )
Loss per share - basic and diluted $ (0.03 ) $ (0.01 )
Weighted average number of shares - basic and
diluted 321,922,215 305,764,947
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