Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. If a collaborative partner terminates or fails to perform its obligations under an agreement with us, the commercialization of KLS or KLS-13023, if approved, could be delayed or terminated. We rely on third-party manufacturers and suppliers, and we intend to rely on third parties to produce preclinical, clinical and commercial supplies of active pharmaceutical ingredients, or APIs, for KLS and KLS-13023.

We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with such requirements. In addition, our clinical trials must be conducted with products produced under cGMP requirements, which mandate the methods, facilities and controls used in manufacturing, processing and packaging of a drug product to ensure its safety and identity. Failure to comply with these regulations may require us to repeat preclinical and clinical trials, which would delay the regulatory approval process.


Our critical business operations, including our headquarters, are located in regions which have been impacted by COVID-19. Our suppliers and partners worldwide have also been affected and may continue to be affected by COVID-19 related restrictions and closures. We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we will not be able to complete the development and commercialization of KLS or KLS-13023. We are unable to predict the timing or amount of increased expenses, or when or if we will be able to achieve or maintain profitability.

On March 12, 2020, the Company entered into securities purchase agreements with two different accredited investors (each an “Investor”, and together the “Investors”) pursuant to which each Investor purchased an 8% unsecured convertible promissory note (each a “8% Note”, and together the “8% Notes”) from the Company. Each 8% Note has a principal amount of $105,000 less a $5,000 original issue discount for a purchase price of $100,000, with a maturity date of March 12, 2021. All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of each Investor, after six months from the date of the 8% Notes. These 8% Notes have a variable conversion price and the Company recorded embedded derivative liabilities. The fair value of the derivative liability and warrants as of the date of issuance was in excess of the 8% Note resulting in full discount of the 8% Note.

Clinical trials conducted in Australia are subject to various regulatory controls to ensure the safety of participants. It has been previously demonstrated that impaired liver function and liver disease is associated with the production of free radical and oxidative stress . The accumulation of these free radicals and oxidative stress contribute to cognitive impairment, learning deficits, memory impairment, as well as damage and death of neuronal tissue. Cognitive impairment is when a person has trouble remembering, learning new things, concentrating, or making decisions that affect their everyday life.

With over 80 years serving the industry, Catalent has proven expertise in bringing more customer products to market faster, enhancing product performance and ensuring reliable clinical and commercial product supply. Catalent employs approximately 13,900 people, including over 1,000 scientists, at 53 facilities across 4 continents, and in fiscal 2020 generated approximately $3.09 billion in annual revenue. Our relationship with Catalent was founded on our efforts to produce a formulated version of a CBD based gel capsule, herein referred to as KLS-13023, for further advancements in the treatment of oxidative stress related disorders, such as OHE.

We may determine the Investment Amount, provided that such amount may not be more than 500% of the average daily trading volume in dollar amount for our common stock during the 5 trading days preceding the date on which we deliver the applicable put notice, unless waived by Cross in its sole discretion. Cross will have no obligation to purchase shares under the Equity Line how to give dogs cbd drops to the extent that such purchase would cause Cross to own more than 4.99% of our common stock. Filing, prosecuting and defending patents on all of our product candidates throughout the world would be prohibitively expensive. Therefore, we have filed applications and/or obtained patents only in key markets such as the United States, Canada, Japan and parts of Europe.

On February 10, 2021, the Company issued 243,688 shares of common stock for the conversion of $20,000 convertible notes payable and $4,200 of related accrued interest at $0.10 per share. On February 1, 2021, the Company issued 517,674 shares of common stock for the conversion of $45,000 convertible notes payable and $162 of related accrued interest at $0.09 per share. On January 4, 2021, the Company issued 109,098 shares of common stock for the conversion of $10,000 convertible notes payable and $272 of related accrued interest at $0.09 per share. On June 8, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 2, 2020 (the “Purchase Agreement”) with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. In connection with the Purchase Agreement and the 12% Note, the Company issued a common stock purchase warrant to purchase 36,666 shares of the Company’s common stock at $0.75 per share which may be exercised by cashless exercise, exercisable for a period of three years. On August 14, 2019, the Board authorized the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

The selling stockholder may offer and resale of up to 8,108,108 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus. All of such shares represent shares that Cross has agreed to purchase from us pursuant to the terms and conditions of an Equity Purchase Agreement we entered into with them on September 18, 2020 (the “Equity Purchase Agreement”), which are described below. The interests of this group of stockholders may not always coincide with your interests or the interests of other stockholders and they may act in a manner that advances their best interests and not necessarily those of other stockholders, including by seeking a premium value for their common stock, and might negatively affect the prevailing market price for our common stock. Because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, our issued patents may be challenged in the courts or patent offices in the U.S. and abroad.

From August 2014 to February 2016, Mr. Schroeder served as the Chief Operating Officer of Forevergreen International, where he was responsible for global operation and sales of the multinational organization, including oversight of a global supply chain. From 2016 to the present, Mr. Schroeder serves as the Chief Executive Officer of Kannaway, LLC, a wholly-owned subsidiary of Medical Marijuana, Inc. Mr. Schroeder is the COO for Medical Marijuana, Inc. and has served on the board of directors of Medical Marijuana, Inc. from March 2016 to the present. Mr. Schroeder’s blend of industry, legal and business knowledge give him and the board of directors a unique viewpoint that is invaluable to the board of directors. On or about September 18, 2013, a lawsuit was filed by two individuals against the Company and the Company’s CEO. The plaintiffs allege that they provided business services to Kannalife Sciences, Inc. (“Kannalife”) in the amount of $150,000, including but not limited to providing strategic introductions to Kannalife and Mr. Petkanas and were seeking 17% of the issued and outstanding stock of Kannalife.

The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 29,446,224 and 4,898,092 for the three months ended March 31, 2021 and 2020, respectively. In March 2021, the Company entered into a new lease agreement with Thermo Fisher Scientific to acquire another piece of equipment with 36 monthly payments of $699 , payable through March 2024, with an effective interest rate of 13.4% per annum. The outstanding balance of this capital lease as of March 30, 2021 was $24,637, with a carrying value of $24,637. Utilization of the net operating losses carryforwards may be subject how long has cbd oil been legal in uk to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended , as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.

We account for stock options and restricted stock awards to non-employees using the fair value approach. Stock options and restricted stock awards to non-employees are subject to periodic revaluation over their vesting terms. The provisions of Delaware law, our certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

On December 11, 2020, the Company issued 1,000,000 shares of the Company’s common stock at $0.27 a share to a consulting company for services. On December 8, 2020, the Company issued 135,695 shares of the Company’s common stock at $0.15 a share to the research organization. On September 18, 2020, the Company entered into a Equity Purchase Agreement with Cross and Company. Total accrued interest on convertible notes payable, for the years ended December 31, 2020 and 2019, was $39,993 and $2,797, respectively.

The registrant has filed the exhibits listed on the accompanying Exhibit Index of this registration statement. Except as otherwise noted, the securities in these transactions were sold in reliance on the exemption from registration provided in Section 4 of the Securities Act for transactions not involving any public offering. Each of the persons acquiring the foregoing securities was an accredited investor (as defined in Rule 501 of Regulation D) and confirmed the foregoing and acknowledged, in writing, how to take jacob hooy cbd oil that the securities must be acquired and held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.

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