Kinder Holding Corp. (OTCMKTS:KDRH) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On October 13, 2017, Kinder Holding Corp., a Delaware corporation (the “Registrant”), entered into an Amended and Restated Share Exchange Agreement (the “Agreement”) with Intiva BioPharma Inc., a private Colorado corporation (“BioPharma”), to which the Registrant acquired BioPharma as a wholly-owned subsidiary (the “Closing”) in consideration for agreeing to issue to the shareholders of BioPharma (the “BioPharma Shareholders”)a total of 255,856,272 shares of the Registrant’s common stock, par value $0.0001 (“Common Stock”) to the shareholders of BioPharma (the “BioPharma Shareholders”). As a result of the fact that at October 13, 2017 the Registrant did not have a sufficient number of shares of Common Stock available for issuance, the Registrant instructed its transfer agent, Standard Registrar and Transfer Co., to issue the 94,889,808 shares of Common Stock that were authorized but unissued (the “Closing”) and the remaining 160,966,464 shares will be issued after the Corporate Actions (defined below) are implemented. Also at the Closing of the Agreement, the 20,000,000 shares of Common Stock of the Registrant previously purchased by Intiva USA, Inc. from the former control shareholders of the Registrant effective on June 26, 2017 in a change in control transaction were canceled. Reference is made to the Registrant’s Form 8-K filed with the SEC on June 26, 2017.
On October 13, 2017, the Closing of the Agreement between the Registrant and BioPharma became effective and BioPharma became a wholly-owned subsidiary of the Registrant. BioPharma is sometimes referred to as the “Company,” “we,” “us,” “our” or similar words.
The following disclosure information constitutes the Registrant’s Form 10 Disclosure regarding its new, wholly-owned operating subsidiary, Intiva BioPharma Inc., a Colorado corporation, effective as of the Closing of the Share Exchange Agreement. Following the Closing, the Registrant intends to file an Information Statement on Schedule 14C and file a Certificate of Amendment to the Registrant’s Certificate of Incorporation to implement the following corporate actions: (i) the Registrant’s name will be changed from Kinder Holding Corp. to Intiva BioPharma Inc. (the “Name Change”); (ii) the outstanding shares of the Registrant’s Common Stock will be subject to a reverse split on a one-for-six (1:6) basis (the “Reverse Split”) resulting in approximately 16,666,667 outstanding shares of Common Stock; and (iii) an increase in the authorized capital stock of the Registrant from 110,000,000 shares of capital stock consisting of 100,000,000 shares of Common Stock, par value $0.0001 and 10,000,000 shares of preferred stock, par value $0.0001 (“Preferred Stock”) to 210,000,000 shares of capital stock consisting of 200,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock (the “Authorized Share Increase”). The foregoing are referred to collectively, as the “Corporate Actions” and are subject to the approval of FINRA following the filing of the above-referenced Information Statement on Schedule 14C. to the terms of the Share Exchange Agreement, the Registrant and the Intiva BioPharma shareholders agreed that following the Closing, the Registrant’s Board of Directors shall consist of four persons, all of whom will be designated by the present BioPharma shareholders.
Upon completion of the share issuance to the BioPharma Shareholders, there will be 43,494,411 post-reverse split shares outstanding, of which 98.0% will be owned by the BioPharma Shareholders. In addition, the Registrant will have outstanding 1,116,400 Class A Warrants, 1,116,400 Class B Warrants and 1,116,400 Class C Warrants (collectively, the “Warrants”), after the Reverse Split, that were issued to the BioPharma Shareholders in connection with BioPharma’s unit private placement offering during the period from May2017 through August 2017, which Warrants were assumed by and became Warrants to purchase post-Reverse Split shares of the Registrant’s Common Stock upon the Closing (the “BioPharma Shareholders’ Warrants”). See the disclosure under the subheading “Outstanding Warrants After Closing and the Reverse-Split” below.
Description of Business.
BioPharma was formed under the laws of the State of Colorado in March 2017 as a wholly-owned subsidiary of Intiva USA Inc. and is a start-up development stage company engaged in the business of developing drugs containing cannabinoids and/or terpenes, for the treatment of various diseases, disorders and medical conditions, discussed more fully below. Intiva USA Inc. is a wholly-owned subsidiary of Intiva Inc., an Ontario, Canada corporation. BioPharma’s business objective is to pursue the formulation and development of cannabinoid-based drugs for diseases, disorders and medical conditions. At present, BioPharma owns an exclusive license covering certain intellectual property, including certain patent applications. BioPharma has also filed five provisional patent applications with the U.S. Patent Office covering formulations that include cannabinoids and/or other substances, including terpenes formulated for the purpose of treating various medical conditions and disorders.
Terpenes are a large and diverse class of organic compounds, produced by a variety of plants. The name “terpene” is derived from the word “turpentine”. In addition to their roles as end-products in many organisms, terpenes are major biosynthetic building blocks within nearly every living creature. Terpenes are the primary constituents of the essential oils of many types of medical plants and flowers. Essential oils are used widely in, among other things, medicine and alternative medicines. Terpenes are also constituents of Cannabis plants, which contain an estimated 111 cannabinoids, compounds unique to the cannabis plant.
Our Objectives and Business Strategy
Our corporate strategy is to develop drugs containing cannabinoids and/or terpenes, for use in the treatment of various diseases, disorders and medical conditions. Cannabinoids may be derived from the cannabis plant, or synthesized. Both plant-derived and synthetic cannabinoids are considered controlled substances and therefore subject to United States’ Federal Controlled Substances Act of 1970 (the “CSA”) and regulations promulgated thereunder. See “Government Laws and Regulations” below. At present, our plan is to focus on drug development using cannabinoids, such as dronabinol, which is synthetic Tetrahydrocannabinol (“THC”).Dronabinol has been approved by the Food and Drug Administration (“FDA”) for use in the treatment of certain diseases, disorders and medical conditions and in capsule form is a Schedule 3 substance under the CSA, whereas plant-derived cannabinoids are Schedule 1 substances. Synthetic Dronabinol, or THC, as a Schedule 3 substance which, while still deemed a Controlled Substance, permits its use in and facilitates research status. It can therefore be used in clinical trials in the United States. However, if the Company decides to proceed with clinical trials using plant-derived cannabinoids, because of the difficulty in proceeding with those trials in the United States, the Company may commence its drug development activities in jurisdictions, including Israel, with more favorable laws and regulations regarding research utilizing plant-derived cannabinoids. In addition to initially focusing our drug development activities in the U.S. utilizing synthetic cannabinoids, we may also proceed with pre-clinical studies and clinical trials, for pharmaceutical drug development that include plant-based cannabinoids.
We plan to invest significant capital and professional efforts in the development of both synthetic and plant-derived cannabinoid-derived pharmaceuticals with the objective of obtaining approval by the FDA and from regulatory authorities in other countries and regions
Our drug development strategy incorporates the following general steps:
We cannot assure you that the interests of our management and affiliated persons will coincide with the interests of other shareholders. As long as our management and affiliated persons collectively control a significant portion of our Common Stock, these individuals and/or entities controlled by them, including INTIVA USA Inc., will continue to collectively be able to strongly influence or effectively control our decisions.
Anti-takeover provisions of the Delaware General Corporation Law may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could reduce our stock price.
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations with shareholders owning 15% or more of our outstanding voting stock. These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including a merger, tender offer or proxy contest involving our Company. Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our Common Stock to decline.
State Blue Sky registration and potential limitations on resale of our common stock.
The holders of our shares of common stock and those persons who desire to purchase our common stock in any trading market, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider the secondary market our securities to be a limited one.
It is the present intention of management after the active commencement of operations in to seek coverage and publication of information regarding the Company in an accepted publication manual, which permits a manual exemption. The manual exemption permits a security to be distributed in a specific state without being registered, if the Registrant issuing the security has a listing for that security in a securities manual recognized by the state.
However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuer’s officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.
Our common stock is considered a Penny Stock, which may be subject to restrictions on marketability, so you may not be able to sell your shares.
We may be subject now and in the future to the Penny Stock rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any Offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.
The control deficiencies in our internal control over financial reporting may until remedied cause errors in our financial statements or cause our filings with the SEC to not be timely.
If our internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement, or our filings may not be timely made with the SEC. Based on the work undertaken and performed by us, however, we believe the financial statements contained in our reports filed with the SEC are fairly stated in all material respects in accordance with GAAP for each of the periods presented. We intend to implement additional corporate governance and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives. We may identify material weaknesses and control deficiencies in our internal control over financial reporting in the future that may require remediation and could lead investors losing confidence in our reported financial information, which could lead to a decline in our stock price.
Our shares of common stock are thinly traded, so stockholders may be unable to sell at or near ask prices, or at all, if they need to sell shares to raise money or otherwise desire to liquidate their shares.
Our common stock is “thinly-traded,” meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.
Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.
The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional service providers. The engagement of such services is costly and continuing. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. We expect these costs to be approximately $35,000 per year or perhaps more as our operations increase in scope and magnitude. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports and/or discover and report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Our legal and financial compliance costs related to these rules and regulations may increase, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual and quarterly, and, from time-to-time, current reports with respect to our business and operating results.
We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should or could be made to improve our financial and management control systems to manage our growth and our legal obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, if and when any perceived deficiencies are discovered. However, we anticipate that the expenses associated with being a reporting public company are expected to be both material and continuing. We estimate that the aggregate cost of legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; and consultants to design and implement internal controls could be material. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance (“D&O Insurance”), the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the costs for which we cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be expected to be material.
In addition, being a public company could make it more difficult, or more costly for us to obtain certain types of insurance, including D&O Insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
The increased costs associated with operating as a public company may decrease our net income or increase our net losses, and may cause us to reduce costs in other areas of our business or increase the prices of our drug to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
Our by-laws provide for indemnification of our directors and the purchase of D&O insurance at our expense and limit their potential or actual liability which may result in a significant cost to us and damage the interests of our shareholders.
The Company’s By-Laws include provisions that eliminate the personal liability of the directors of the Company for monetary damages to the fullest extent possible under the laws of the State of Delaware as well as other applicable laws. These provisions eliminate the liability of directors to the Company and its shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for: (i) breach of the director’s duty of loyalty; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; (iii) payment of dividends or repurchases of stock other than from lawfully available funds; or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.
Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.
Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.
We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.
Rules adopted by the SEC to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. If our Chief Executive Officer or Chief Financial Officer determine that our internal controls over financial reporting is not effective as defined under Section 404, we cannot predict how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.
Our share price could be volatile and our trading volume may fluctuate substantially.
The price of our common shares has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.00 to a high of $0.75 during the previous twelve-month period. Many factors could have a significant impact on the future price of our common shares, including:
b) the historical accumulated deficit of BioPharma before the Transaction
c) the historical issued equity interest of BioPharma, restated to reflect the equity structure of the Company, including the equity interests in the Company issued to effect the Transaction.
(b) Issuance of Kinder Shares for Services
Issuance of 2,400,000 pre-reverse split Kinder shares, valued at $432,000, at closing of the Transaction to the terms of a Securities Services Agreement dated September 5, 2017. This cost is not expected to occur after the combination and will not have a continuing effect on the operating results of the combined company
(c) Recapitalization of Kinder
Cancelation of 20,000,000 pre-reverse split shares of Kinder common stock previously purchased by Intiva USA Inc., effect a 1:6 reverse stock split of Kinder shares and elimination of Kinder accumulated deficit.
(d) Issuance of Additional BioPharma Shares
Issuance of 1,253,450 BioPharma shares for cash ($447,500), consulting services (valued at $18,450) and to Stock Incentive Plan ($800,000) subsequent to June 30, 2017.
(e) Share Exchange with BioPharma
Issuance of 42,642,712 post-reverse common shares of Kinder for 50% of outstanding common stock of BioPharma.
(f) Non-recurring Expense
Elimination of interest expense on related party accounts payable and accrued expenses as this cost is not expected to occur after the combination and will not have a continuing effect on the operating results of the combined company.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Note 2 – Pro forma Adjustments (continued)
(g) Acquisition Deposit
Elimination of deposit for acquisition of Kinder paid by BioPharma as of June 30, 2017 to Debt Purchase Agreement.
(h) Weighted Average Shares Outstanding
Pro Forma weighted average shares outstanding has been adjusted to reflect the impact of the reverse 1:6 stock split of Kinder and issuance of 42,642,712 post-reverse split shares of Kinder common stock to the shareholders of BioPharma in exchange for 5,330,339 shares of BioPharma common stock outstanding as of the closing date of the Transaction.
(i)Transaction Costs
Transaction costs incurred because of the Transaction, estimated at $20,000, have not been reflected in the pro forma condensed consolidated statement of operations as they are not expected to have a continuing effect on the operating results of the combined company.
Intiva BioPharma Inc. Audited Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Intiva BioPharma Inc.
We have audited the accompanying consolidated balance sheet of Intiva BioPharma Inc. as of June 30, 2017, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the period from inception to June 30, 2017. Intiva BioPharma Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intiva BioPharma Inc. as of June 30, 2017, and the results of its operations and its cash flows for the period from inception to June 30, 2017, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has minimal working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ M&K CPAS, PLLC |
| Houston, Texas |
| October 13, 2017 |
INTIVA BIOPHARMA INC.
CONSOLIDATED BALANCE SHEET
June 30, 2017
| ASSETS | ||
| Current assets | ||
| Cash | $ | 242,778 |
| Due from related party | 141,329 | |
| Total current assets | 384,107 | |
| Deposit for acquisition of Kinder Holdings Corp. | 86,670 | |
| License | 302,915 | |
| Total assets | $ | 773,692 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities | ||
| Accounts payable and accrued expenses | $ | 210,405 |
| Total current liabilities | 210,405 | |
| Total liabilities | 210,405 | |
| Commitments and contingencies (Notes 3, 4 and 8 ) | ||
| Stockholders’ equity | ||
| Common stock- no par value; 50,000,000 shares authorized; 4,076,889 shares issued and outstanding | 1,238,719 | |
| Common stock subscription receivable | (484,000 | ) |
| Accumulated deficit | (191,432 | ) |
| Total stockholders’ equity | 563,287 | |
| Total liabilities and stockholders’ equity | $ | 773,692 |
The accompanying notes are an integral part of these consolidated financial statements.
INTIVA BIOPHARMA INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Period from Inception (March 27, 2017) to June 30, 2017
| Operating expenses | |||
| Legal fees | $ | 170,661 | |
| Research and development | 12,261 | ||
| General and administrative | 8,510 | ||
| Total operating expenses | 191,432 | ||
| Net loss and comprehensive loss | $ | (191,432 | ) |
| Loss per share, basic and diluted | $ | (0.13 | ) |
| Weighted average common shares outstanding, basic and diluted | 1,435,666 |
The accompanying notes are an integral part of these consolidated financial statements.
INTIVA BIOPHARMA INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Period from Inception (March 27, 2017) to June 30, 2017
|
Shares |
Common Stock |
Subscription Receivable |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||
| Inception, March 27, 2017 | – | $ | – | $ | – | $ | – | $ | – | ||
| Stock issued for costs and expenses at $0.07 per share to founders | 3,000,000 | 201,228 | – | – | 201,228 | ||||||
| Stock issued for cash at $0.90 | 103,889 | 93,500 | – | – | 93,500 | ||||||
| Share issuance costs- $0.90 PPM | – | (6,545 | ) | – | – | (6,545 | ) | ||||
| Stock issued for cash at $1.00 | 973,000 | 973,000 | (484,000 | ) | – | 489,000 | |||||
| Share issuance costs- $1.00 PPM | – | (22,464 | ) | – | – | (22,464 | ) | ||||
| Net loss | – | – | – | (191,432 | ) | (191,432 | ) | ||||
| Balance at June 30, 2017 | 4,076,889 | $ | 1,238,719 | $ | (484,000 | ) | $ | (191,432 | ) | $ | 563,287 |
The accompanying notes are an integral part of these consolidated financial statements.
INTIVA BIOPHARMA INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Period from Inception (March 27, 2017) to June 30, 2017
| Cash flows from operating activities | |||
| Net loss | $ | (191,432 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | |||
| Changes in assets and liabilities | |||
| (Increase) in due from related party | (138,330 | ) | |
| Increase in accounts payable and accrued expenses | 148,255 | ||
| Cash used in operating activities | (181,507 | ) | |
| Cash flows from investing activities | |||
| Cash paid for license | (65,000 | ) | |
| Cash paid for acquisition deposit | (86,670 | ) | |
| Cash used in investing activities | (151,670 | ) | |
| Cash flows from financing activities | |||
| Cash proceeds from issuance of common stock | 582,500 | ||
| Payment of offering costs | (6,545 | ) | |
| Cash provided by financing activities | 575,955 | ||
| Net increase in cash and cash equivalents | 242,778 | ||
| Cash and cash equivalents, beginning of period | – | ||
| Cash and cash equivalents, end of period | $ | 242,778 | |
| Supplemental disclosures of non-cash investing and financing activities | |||
| Issuance of common stock to related party for costs and expenses | $ | 201,228 | |
| Unpaid license costs | $ | 65,000 | |
| Unpaid offering costs | $ | 22,464 |
The accompanying notes are an integral part of these consolidated financial statements.
INTIVA BIOPHARMA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Period from Inception (March 27, 2017) to June 30, 2017
Note 1 – Nature of Business and Basis of Presentation
Intiva BioPharma Inc. (‘BioPharma”) is a Colorado corporation and was incorporated under the laws of the State of Colorado on March 27, 2017 to pursue pre-clinical and drug development activities, in accordance with U.S. Food and Drug Administration (“FDA”) protocols, for certain pharmaceutical formulations that include cannabinoids. It is pursuing the formulation and development of cannabinoid-based drugs for medical conditions and disorders, and owns a license covering certain intellectual property, including certain patent applications, and has filed five of its own provisional patent applications for other drugs that include cannabinoids and other substances, including terpenes, that are intended to be developed with the objective of treating certain medical conditions and disorders. It was formed as a corporate subsidiary of the Colorado corporation Intiva USA Inc. (“Intiva USA”), which is a subsidiary of the Ontario, Canada corporation, INTIVA Inc.
Principles of Consolidation
The accompanying consolidated financial statements include BioPharma and its wholly owned subsidiaries: Intiva Kotzker Pharmaceuticals Inc. (“Intiva Kotzker”) and Intiva Sharir Inc. (collectively “the Company”), and were prepared from the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated on consolidation.
Basis of Presentation/Going Concern Uncertainty
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception of $191,432.The development of pharmaceuticals with the objective of obtaining approval by the FDA and other international regulatory authorities is not a short-term endeavor for any specific drug candidate. It also requires extremely significant amounts of capital funding for clinical trials and other matters. At June 30, 2017, the Company had working capital of $173,702, and received an additional $906,500 subsequent to June 30, 2017 as proceeds from the Company’s private placement of common stock and warrants (see Note 5).The Company will require significant additional capital to fund the implementation and execution of its business plan. This capital, which likely will be millions of dollars for a single drug candidate, will be required for research, regulatory applications, and clinical trials. At the present time, BioPharma does not have any commitments or known sources for this level of funding. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents
For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents at June 30, 2017.
Note 2 – Summary of Significant Accounting Policies (continued)
Valuation of Long-Lived Assets
The Company reviews the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2017, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.
Fair Value Measurements
The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2: Inputs to the valuation methodology include:
| ● | Quoted prices for similar assets or liabilities in active markets; |
| ● | Quoted prices for identical or similar assets or liabilities in inactive markets; |
| ● | Inputs other than quoted prices that are observable for the asset or liability; |
| ● | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the period ended June 30, 2017, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.
As of June 30, 2017, no assets or liabilities were required to be measured at fair value on a recurring basis.
Earnings per Common Share
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Income Taxes
The Company has adopted ASC 740, Accounting for Income Taxes. to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Certain estimates and judgments must be made in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of the Company’s net deferred tax assets is dependent upon generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. Management has determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all the Company’s net deferred tax asset.
Management will continue to evaluate the realization of the deferred tax asset and its related valuation allowance. If assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which the determination is made.
Note 2 – Summary of Significant Accounting Policies (continued)
In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Liabilities for anticipated tax audit issues in the U.S. are recognized based on the estimate of whether, and to the extent to which, additional taxes will be due. If it is ultimately determined that payment of these amounts is unnecessary, the liability will be reversed and a tax benefit will be recognized during the period in which it is determined that the liability is no longer necessary. The Company will record an additional charge to the provision for taxes in the period in which it is determined that the recorded tax liability is less than the Company expects the ultimate assessment to be.
ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
Research and Development Expenses
Research and development expenses are charged to operations as incurred.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk.
Recent Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company intends to early adopt the ASU in 2018.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . ASU 2016-20 amended guidance regarding accounting for Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. When effective, this standard will replace most existing revenue recognition guidance in GAAP. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed in GAAP. This guidance is required to be adopted by us in the first quarter of fiscal 2019 by either recasting all years presented in our financial statements or by recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties that are under Common Control . The amendments in this Update improve GAAP involving situations consisting of common control, wherein a single decision maker focuses on the economics to which it is exposed when determining whether it is the primary beneficiary of a variable interest entity (“VIE”) before potentially evaluating which party is most closely associated with the VIE. ASU 2016-17 is effective for public entities for fiscal periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was not recognized until the asset was sold to an outside party. This amendment should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. ASU 2016-16 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, earlier adoption should be in the first interim period if an entity issues interim financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.
Note 3 – Share Exchange Agreement with Kinder Holding Corp. and Acquisition Deposit
On August 8, 2017, Kinder Holding Corp., a Delaware corporation (“Kinder”) entered into a Share Exchange Agreement, as amended and restated on October 13, 2017, (the “Agreement”), with BioPharma. to the terms of the Agreement, Kinder shall issue to the shareholders of BioPharma 42,642,712 post-reverse stock-split shares of Kinder’s common stock, par value $0.0001 (“Common Stock”), in exchange for all of the issued and outstanding shares of BioPharma capital stock, thereby making BioPharma a wholly-owned subsidiary of Kinder. As part of the Closing of the Agreement, the 20,000,000 pre-reverse split shares of Common Stock of Kinder previously purchased by Intiva USA, effective on June 26, 2017 in a change in control transaction from the control shareholders of Kinder, shall be canceled.
In June 2017, to a Debt Purchase Agreement, BioPharma paid $86,670 to a director of Kinder to satisfy the debt obligation of Kinder to the director and for BioPharma to purchase the debt obligation. The amount paid is classified as a non-current asset on the accompanying June 30, 2017 consolidated balance sheet of BioPharma.
At June 30, 2017, BioPharma was owed $141,329 from Intiva USA for advances made by BioPharma on behalf of Intiva USA in conjunction with Intiva USA acquiring the controlling shareholding position in Kinder. This amount is classified as a current asset on the accompanying June 30, 2017 consolidated balance sheet of BioPharma. Subsequent to June 30, 2017, $25,000 of the advance was repaid by Intiva USA.
Note 4 – License Agreement
In March 2017, Intiva Kotzker licensed certain intellectual property from Kotzker Consulting LLC (“Kotzker Consulting”), an unrelated entity. The licensed intellectual property includes patent applications relating to the use of cannabinoid receptor modulators and terpenes in the acute treatment during exposure to organophosphorus nerve agents and/or organophosphorus insecticides. Under terms of the agreement, Intiva Kotzker shall use its commercially reasonable efforts to develop and commercialize the licensed products, and, in particular, will be responsible for the design, manufacturing, preclinical, clinical, and regulatory development activities of the licensed products and shall bear the costs of such activities. As consideration for entering into the agreement, Intiva Kotzker agreed to: (i) pay Kotzker Consulting $180,000,(ii) pay patent prosecution costs incurred as of the date of the agreement of $15,000 and(iii) issue to Kotzker Consulting 31,550 shares of Intiva Inc.’s common stock valued at $78,875 ($2.50 per share based on recent private placement to third parties of Intiva Inc.’s common stock). The Company has capitalized legal fees of $29,040 incurred in conjunction with acquiring the license agreement, As of June 30, 2017, $65,000 was due under the license agreement, which amount was paid in August 2017. The license agreement terminates, on a country by country basis, upon the expiration of the licensed patent for the licensed intellectual property, or when a competitor generic product utilizing the licensed technology is marketed in the particular country.
Intiva Kotzker shall be responsible for development milestone payments for (i) licensed products for use as a preventative and therapeutic neuroprotective against nerve agents and pesticides and (ii) licensed products for treatment of diseases. Milestone payments for each of the foregoing will each be due in two payments, the first payment no later than thirty (30) days from acceptance of submission of the regulatory filing of the first licensed product and the second payment no later than thirty (30) days from approval of the first licensed product. Royalties will be due beginning with first commercial sale of developed products. The Company has completed and submitted a Pre-Investigational New Drug meeting request and amendment thereto with the FDA, with the objective of scheduling a meeting with the FDA in Washington, D.C, to discuss its proposed formulations and project development program.
Note 5 – Stockholders’ Equity
Common stock
In March 2017, the Company issued 3,000,000 shares of its common stock to Intiva USA as consideration for costs and expenses paid by Intiva USA on behalf of BioPharma and Intiva Kotzker aggregating $201,228.
In May 2017, a private placement of 103,889 shares of BioPharma’s Common Stock was completed at a price of $.90 per share, for total proceeds of $93,500, to three non-affiliates of BioPharma. One of the non-affiliate investors in the May 2017 private placement subsequently became a director and officer of BioPharma. Offering costs associated with the private placement of $6,545 were recorded against the gross proceeds received from the offering.
In May 2017, BioPharma commenced a private placement of 139,550 units of Common Stock and Warrants at a price of $10.00 per unit. Each unit consisted of ten shares of Common Stock, one Class A Warrant to purchase one share of Common Stock at $2.00 per share, one Class B Warrant to purchase one share of Common Stock at $3.00 per share and one Class C Warrant to purchase one share of Common Stock at $4.00 per share. As of June 30, 2017, 97,300 units have been sold, for total gross proceeds of $973,000, including 48,400 units which were subscribed but for which funds had not been received. The 484,000 shares underlying the subscribed units in the amount of $484,000 are included as issued and outstanding shares at June 30, 2017, and the related $484,000 subscription receivable is recorded as a component of stockholders’ equity on the accompanying consolidated balance sheet. Subsequent to June 30, 2017, the Company received proceeds of $484,000 for the subscribed shares. Offering costs associated with the private placement of $22,464 were recorded against the gross proceeds received from the offering.
The relative fair value of the warrants attached to the common stock issued was estimated at the date of grant using the Black-Sholes pricing model. The relative fair value attached to the common stock component is $794,372and the relative fair value of the warrants is $178,628as of the grant date.
The following table summarizes information about warrants outstanding at June 30, 2017:
| Number | Exercise Price | Expires | ||
| Class A | 97,300 | $ | 2.00 | Jan. 31, 2018 |
| Class B | 97,300 | $ | 3.00 | May 7, 2018 |
| Class C | 97,300 | $ | 4.00 | July 14, 2018 |
Note 6 – Related Party Transactions
BioPharma was formed as a subsidiary of Intiva USA, which is a subsidiary of INTIVA Inc.
Intiva USA was issued 3,000,000 shares of BioPharma’s common stock as consideration for its contribution of 50% of the ownership of Intiva Kotzker, and costs and expenses incurred on behalf of BioPharma and Intiva Kotzker in the amount of $201,228. Included in the consideration for the issuance of the common stock is $172,915 of capitalized license agreement costs comprised of (i) the value of Intiva Inc. common stock issued to Kotzker Consulting of $78,875 and (ii) payments to Kotzker Consulting and legal costs in the aggregate of $94,040 (See Note 4).
At June 30, 2017, BioPharma was owed $141,329 from Intiva USA for advances made by BioPharma on behalf of Intiva USA in conjunction with the Kinder Share Exchange Agreement (See Note 3). Subsequent to June 30, 2017, $25,000 has been repaid by Intiva USA.
The Company’s Chairman, Chief Executive Officer, and Chief Financial Officer are also officers and/or directors of INTIVA Inc., and other subsidiaries and affiliated entities of INTIVA Inc.
Note 7 – Income Taxes
The Company has adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s estimate of the probability of the realization of these tax benefits
The Company has a current operating loss carry-forward of approximately $191,432 resulting in a deferred tax asset of $70,945. The Company has determined it is more likely than not that the related deferred tax asset will not materialize and has provided a valuation allowance against substantially all the net deferred tax asset.
| Individual components giving rise to the deferred tax assets are as follows: | ||
| Future tax benefits arising from net operating loss carryovers | $ | 70,945 |
| Less valuation allowance | (70,945 | ) |
| Net deferred | $ | – |
Note 8 – Subsequent Events
In July and August 2017, BioPharma sold 42,250 units of its Common Stock and Warrants to a private placement, for gross proceeds of $422,500 (See Note 5).
In August 2017, the Company paid the $65,000 balance due under the License Agreement with Kotzker Consulting LLC (See Note 4).
On August 10, 2017, BioPharma adopted the “2017 Stock Incentive Plan” and granted an aggregate of 800,000 shares of BioPharma Common Stock to five officers and directors of the Company. One-third of each grant vested as of the initial date of grant (August 10, 2017), and 8-1/3% upon the end of each calendar quarter beginning December 31, 2017.
On August 25, 2017, BioPharma entered into consulting agreements with two unrelated individuals for (i) developing and maintaining social media portals and (ii) identifying and developing potential strategic partners for the Company’s various drug development activities. The agreements are each for a three month term, payable monthly in shares of the Company’s common stock, valued at $1.00 per share, of an aggregate 38,100 shares and 17,250 shares, respectively.
On September 1, 2017, BioPharma commenced a private placement sale of its common stock at $2.00 per share. The Company has received subscriptions and payment for 12,500 shares ($25,000).
On September 19, 2017, BioPharma entered into a contract with a contract manufacturing organization to develop an injectable formulation of a drug product to be submitted to the FDA. It is anticipated that the product will be developed utilizing the new drug application 505(b)(2) regulatory pathway for use in the treatment during and immediately following exposure to organophosphorus nerve agents. The drug product is to consist of a synthetic cannabinoid and a blend of terpenes in an injectible vehicle.
Exhibits
(a) The following documents are filed as exhibits to this report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
| Exhibit No. | Description |
| Bankruptcy Court Order, attached as an exhibit to the Company’s Form 10 filed with the SEC on November 14, 2014. | |
| 3.1 | Certificate of Incorporation, attached as an exhibit to the Company’s Form 10 filed with the SEC on November 14, 2014. |
| 3.1 (i) | Certificate of Merger, attached as an exhibit to the Company’s Form 10 filed with the SEC on November 14, 2014. |
| 3.1 (ii) | Certificate of Amendment of Certificate of Incorporation, attached as an exhibit to the Company’s Form 10 filed with the SEC on November 14, 2014. |
| 3.2 | Bylaws, attached as an exhibit to the Company’s Form 10 filed with the SEC on November 14, 2014. |
| 10.1 | Share Exchange Agreement between the Registrant and Intiva BioPharma Inc., dated August 8, 2018, filed with the SEC on August 9, 2017. |
| 10.2 | Amended and Restated Share Exchange Agreement between the Registrant and Intiva BioPharma Inc., dated October 13, 2017, filed herewith. |
| 17.1 | Letter of Resignation of Ivo Heiden dated October 13, 2017, filed herewith. |
Kinder Holding Corp. ExhibitEX-10.2 2 ex10-2.htm Amended and Restated Share Exchange Agreement by and between Kinder Holding Corp. and Intiva BioPharma Inc. Dated as of October 13,…To view the full exhibit click here
About Kinder Holding Corp. (OTCMKTS:KDRH)
Kinder Holding Corp. is a shell and a blank check company. The Company was a specialty retailer of a range of fashionable women’s apparel and accessories at moderate to higher prices. The Company operated approximately 110 stores, averaging over 8,000 square feet, in approximately 23 states, located primarily in suburban malls in the West, Midwest and Northeast of the United States. The Company offered a selection of primarily name brand sportswear, career dresses and suits, social occasion dresses, accessories, outerwear, swimwear, and in selected stores, shoes. The Company is seeking a potential business combination. As of June 30, 2016, the Company had no operations and revenues from its operations.