NOTE 12 – SUBSEQUENT EVENTS

From May 1, 2018 through July 20, 2018, the Company sold 66,239,316 shares of common stock using the Second S-3 structured as a Block Trade. The issuance of these shares resulted in gross proceeds to the Company of approximately $1,500,000. Pursuant to the Aeon Agreement, the Company is required to pay Aeon a fee of 7%, $105,000 and provide warrant coverage of 5% of the number of shares of commons stock sold in the Block Trade with a five-year term of approximately 3.3 million warrant shares.

In May 2018, the Company entered into the amendments contemplated by the Binding Term Sheet (“Amendments”). The Amendments provide that the Company’s obligation to make milestone payments to Austrianova will be eliminated in their entirety under the: (i) Cannabis License Agreement; and (ii) the Diabetes License Agreement, as amended. The Amendments also provide that the Company’s obligation to make milestone payments to SG Austria pursuant to the SG Austria APA, as amended and clarified, will be eliminated in their entirety. One of the Amendments also provides that the scope of the Diabetes License Agreement will be expanded to include all cell types and cell lines of any kind or description now or later identified, including, but not limited to, primary cells, mortal cells, immortal cells and stem cells at all stages of differentiation and from any source specifically designed to produce insulin for the treatment of diabetes.