Annual report pursuant to Section 13 and 15(d)

11. RELATED PARTY TRANSACTIONS

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11. RELATED PARTY TRANSACTIONS
12 Months Ended
Apr. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

As of April 30, 2013, the Company owed Berkshire Capital $393,158 for operating expenses. Berkshire Capital was, at certain times when amounts were outstanding, the holder of more than 5% of our outstanding shares of common stock. The highest amount outstanding during the fiscal year ended April 30, 2014 was $471,011. All loans bear interest at 6% and were due within one to three years. During the fiscal year ended April 30, 2014, the Company repaid $471,011 of principal and $30,195 in accrued interest with the issuance of 26 million shares of common stock. The shares were issued at prices ranging from $0.14 to $0.18.

 

As of April 30, 2013, the Company owed the Company’s former Chief Financial Officer and Chairman of the Board, Patricia Gruden, $23,200 in principal and $2,740 in interest for a total of $25,940, respectively, for a loan she made to the Company in 2011. The loan bore interest at 8% and was due on demand. During the year ended April 30, 2014, the Company paid the outstanding principal balance of $23,200 and accrued interest of $4,117.

 

As of April 30, 2013, the Company owed Robert F. Ryan (“Ryan”), the Company’s former Chief Scientific Officer, $201,143 of principal and $20,171 of accrued interest on a loan that is due on demand and accruing interest at 8% per year. During the year ended April 30, 2014, the Company repaid $35,095 of principal in cash and converted $25,920 of principal to common stock. No payments were made towards accrued interest. As of April 30, 2014, the balance on this loan was $140,143 of principal and $33,960 of accrued interest. During the year ended April 30, 2015, the Company repaid an additional $20,000 of principal. Effective as of September 19, 2014, Ryan resigned from the Board and from his position as the Chief Scientific Officer of the Company. In connection with his departure, the Company entered into a settlement agreement pursuant to which the Company paid Ryan $183,000, which included accrued interest of $38,685 in settlement of the full amount of his loan.

 

The Company owns 14.5% of the equity in SG Austria and is reported on the cost method of accounting. The Company paid SG Austria a one-time manufacturing setup fee, as required by the Third Addendum, in two installments in the amounts of $323,500 and $323,500 in the years ended April 30, 2015 and 2014, respectively. In addition, SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand Ltd. The Company purchased products from these subsidiaries in the approximate amount of $364,000 and $63,000 in the years ended April 30, 2016 and 2015, respectively.

 

In April 2014, the Company entered into a consulting agreement with Vin-de-Bona Trading Company Pte Ltd (“Vin-de-Bona”) pursuant to which Vin-de-Bona agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Walter H. Günzburg and Dr. Brian Salmons. The term of the agreement is for 12 months, automatically renewable for successive 12 month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The amount paid as of April 30, 2016 and 2015 are approximately $60,000 and $81,000. In addition, during the year ended April 30, 2016, the Company issued 250,000 shares to Dr. Salmons for his services on the Company’s Scientific Advisory Board. During the year ended April 30, 2015, the Company has issued 500,000 shares of common stock in connection with Dr. Günzburg’s services as the Chief Scientific Officer of the Company and 250,000 shares to Dr. Salmons for his services on the Company’s Medical and Scientific Advisory Board.

 

Under the Cannabis Licensing Agreement, the Company acquired from Austrianova an exclusive, world-wide license to use the Cell-in-a-Box® trademark and its associated technology with genetically modified non-stem cell lines which are designed to activate cannabinoids to develop therapies involving Cannabis.

 

Under the Cannabis Licensing Agreement, the Company is required to pay Austrianova an Upfront Payment of $2,000,000. The Company has the right to make periodic monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties prior to each such payment being made. Under the Cannabis Licensing Agreement, as amended, the Upfront Payments must be paid in full by no later than June 30, 2016. As of April 30, 2016 and 2015, the Company has paid Austrianova $1.85 million and $1 million of the Upfront Payment, respectively. During the year ended April 30, 2015, the $2 million cost of the license has been recorded as research and development costs (see Note 7).

 

During the years ended April 30, 2016 and 2015, the Company issued stock options to officers, directors and employees (see Note 10).

 

With the exception of Thomas Liquard, the Board has determined that none of the Company’s directors satisfies the definition of Independent Director as established in the NASDAQ Marketplace Rules. Mr. Liquard has been determined by the Board to be an Independent Director.