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Note 1 - Background and Nature of Operations
12 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]
Note
1
- Background and Nature of Operations
 
Business
 
GB Sciences, Inc. (“the Company”, “GB Sciences”, “we”, “us”, or “our”) is a phytomedical research and biopharmaceutical drug development company whose goal is to create patented formulations of plant-inspired, complex therapeutic mixtures for the prescription drug market that target a variety of medical conditions. The Company is engaged in the research and development of plant-based medicines and plans to produce plant-inspired, complex therapeutic mixtures based on its portfolio of intellectual property.
 
Through its wholly owned Canadian subsidiary, GBS Global Biopharma, Inc. (“GBSGB”), the Company is engaged in the research and development of plant-based medicines, primarily cannabinoid medicines, with virtual operations in North America and Europe. GBSGB's assets include a portfolio of intellectual property containing both proprietary cannabinoid-containing formulations and our AI-enabled drug discovery platform, as well as critical research contracts and key supplier arrangements. GBSGB's intellectual property covers a range of medical conditions and several programs are in the pre-clinical animal stage of development including Parkinson's disease, neuropathic pain, and cardiovascular therapeutic programs. GBSGB runs a lean drug development program and takes effort to minimize expenses, including personnel, overhead, and fixed capital expenses through strategic partnerships with Universities and Contract Research Organizations (“CROs”). GBSGB's intellectual property portfolio includes
five
USPTO issued patents,
nine
USPTO nonprovisional patent applications pending in the US, and
one
provisional patent application in the US. In addition to the USPTO patents and patent applications, the company has filed
35
patent applications internationally to protect its proprietary technology. We recently filed a provisional USPTO patent application to further protect aspects of our proprietary drug discovery engine, “Phytomedical Analytics for Research Optimization at Scale," or PhAROS™.
 
We were incorporated in the State of Delaware on
April 4, 2001,
under the name “Flagstick Venture, Inc.” On
March 28, 2008,
stockholders owning a majority of our outstanding common stock approved changing our then name “Signature Exploration and Production Corp.” as our business model had changed.
 
On
April 4, 2014,
we changed our name from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Effective
December 12, 2016,
the Company amended its Certificate of Corporation pursuant to shareholder approval, and the Company's name was changed from Growblox Sciences, Inc. to GB Sciences, Inc.
 
Effective
April 8, 2018,
Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from
250,000,000
to
400,000,000.
Effective
August 15, 2019,
Shareholders of the Company approved an increase in authorized capital shares from
400,000,000
to
600,000,000.
 
 Recent Developments
 
Sale of Membership Interest in GB Sciences Louisiana, LLC
 
On
November 15, 2019,
the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Wellcana Plus, LLC, a Louisiana limited liability company ("Wellcana"), whereby Wellcana would acquire the Company's
50.01%
membership interest (the “Membership Interest”) in GB Sciences Louisiana LLC, a Louisiana limited liability company. Since entering into the agreement, certain modifications of the Agreement were made. It was ultimately agreed that Wellcana would pay the Company
$4,900,000
in cash for the Membership Interest. On
December 16, 2020,
Wellcana made the final payment totaling
$4,900,000
which completed the disposition of the Membership Interest
(Note
13
)
.
 
Convertible Note Payable to Iliad Research and Trading, L.P.
 
On
April 23, 2019,
the Company issued an
8%
Convertible Promissory Note (the “Note”) in the face amount of
$2,765,000
to Iliad Research and Trading, L.P. (“Iliad”). On
April 22, 2020,
the Company defaulted on its obligation to pay the Note by that date. Based upon the default, Iliad filed a lawsuit against the Company in the Third Judicial District Court of Salt Lake County, State of Utah (the “Court”). On
July 14, 2020,
the Court issued a judgment in favor of Iliad in the amount of
$3,264,594
(the “Judgment”).
 
On 
November 20, 2020,
the Company, Iliad, and Wellcana entered into the Judgment Settlement Agreement (the Agreement), in which the Company agreed to pay Iliad
$3,006,015
on or before
December 8, 2020,
in full satisfaction of the Judgment. In addition to the Company and Iliad, the Agreement was signed by Wellcana Plus LLC (“Wellcana”). By signing the Agreement, Wellcana agreed to pay
$3,006,015
of what it owed the Company, directly to Iliad to satisfy the Company's obligation to Iliad. Of the
$4,150,000
paid by Wellcana,
$3,006,015
was sent directly by Wellcana to Iliad in satisfaction of the Company's obligation pursuant to the Settlement Agreement
(Note
6
)
.
 
Intellectual Property Portfolio
 
On
October
14th,
2020,
GB Sciences filed a provisional patent application to protect its machine learning algorithm for the prediction of novel active ingredients from traditional, plant-based medical preparations. The new provisional patent application is entitled “
In Silico
Meta-Pharmacopeia Assembly from Non-Western Medical Systems Using Advanced Data Analytic Techniques to Identify and Design Phytotherapeutic Strategies”. GBSGB's proprietary data analytics tool uses
in silico
convergence analysis to deconvolve modes of action and predict desirable components of plant-based formulations established in traditional medical practice based on computational consensus analysis across cultures and medical systems.
 
On
September
23rd,
GB Sciences received a Notice of Allowance from the United States Patent and Trademark Office (USPTO) for claims protecting their Cannabinoid Containing Complex Mixtures (CCCMs) for the Treatment of Mast Cell Activation Syndrome (MCAS). The patent is owned by GBSGB. MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. There is
no
single recommended treatment for MCAS patients. Instead, patients, with their doctor's guidance, attempt to manage MCAS symptoms primarily by avoiding ‘triggers' and using rescue medicines for their severe hyperinflammatory attacks. Therefore, MCAS patients need new therapeutic options to control their mast cell related symptoms, and the Company's CCCM™ were designed to simultaneously control multiple inflammatory pathways within mast cells as a comprehensive treatment option. The application, entitled “Cannabinoid-Containing Complex Mixtures for the Treatment of Mast Cell-Associated or Basophil-Mediated Inflammatory Disorders” was originally filed on
January 31, 2018  
and describes CCCMs that can be used for the treatment of Crohn's disease, Inflammatory Bowel Disease (IBD), Irritable Bowel Syndrome (IBS), rheumatoid arthritis, osteoarthritis, allergic asthma, Chronic Obstructive Pulmonary Disease (COPD), psoriasis, eczema, urticarias, dermatitis, mastocytosis, or anaphylactic sting.  Claims for these additional indications will be examined by the USPTO in the future. On 
December 8, 2020,
the patent was issued as United States Patent
10,857,107.
 
On
April
7th,
2020,
GB Sciences received a Notice of Allowance from the United States Patent and Trademark Office (USPTO) for claims protecting Cannabinoid Containing Complex Mixtures ("CCCMs") for the Treatment of Parkinson's disease (PD), which is owned by GBSGB. On
May 19, 2020,
the patent was issued as United States Patent
10,653,640.
 
On
May
12th,
2020,
GB Sciences received a Notice of Allowance from the United States Patent and Trademark Office (USPTO) for claims protecting Myrcene Containing Complex Mixtures ("MCCMs") for the Treatment of Neuropathic Pain. Intellectual property rights to this application and the MCCM contained within it are owned by GBSGB. The Company's MCCMs are protected for use in the treatment of pain related to arthritis, shingles, irritable bowel syndrome, sickle cell disease, and endometriosis. The patent was issued on
July 14, 2020,
as United States Patent
10,709,670.
 
Planned Divestiture of Nevada Cannabis Operations
 
On
November 15, 2019,
we entered into a Binding Letter of Intent (the "LOI") to sell the Company's membership interest interests in GBSN and GBLV (together, the "Teco Subsidiaries"). In connection with the LOI, we entered into a Management Agreement with the purchaser whereby the facilities will be managed by an affiliate of the purchaser until the close of the sale. On
March 24, 2020,
we entered into the Membership Interest Purchase Agreement ("Teco MIPA") which formalized the sale of the Teco Subsidiaries and modified the terms of the sale. Pursuant to the Teco MIPA, the Company will sell
100%
of its membership interests in GBSN and GBLV for
$4,000,000
cash upon close and
$4,000,000
in the form of an
8%
promissory note
(Note
14
)
.
 
On
November 27, 2019,
we entered into a Binding Letter of Intent to sell the Company's
100%
interest in GB Sciences Nopah, LLC. On
August 10, 2020,
the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") and Promissory Note Modification Agreement with the purchaser of GB Sciences Nopah, LLC. The Company will receive
$300,000
upon closing, and the purchaser will pay all expenses related to the upkeep and maintenance of the Nopah License from the date of the agreement. The
$300,000
purchase price will be paid as a reduction to the balance of the
0%
Note payable dated
October 23, 2017,
which is held by an affiliate of the purchaser of the Nopah license
(Note
14
)
.
 
The sales of the Teco and Nopah Subsidiaries are expected to close upon the successful transfer of the Nevada cannabis cultivation and production licenses held by those subsidiaries. The transfer of cannabis licenses in the State of Nevada was subject to an indefinite moratorium beginning in
October 2019.
In a meeting held on
July 21, 2020,
the Nevada Cannabis Compliance Board lifted the moratorium, however, the board has indicated that there were initially
90
requests pending, and it will likely take several months to process the entire backlog of pending license transfers. Based on this information, we cannot provide any assurances as to the timing of the close of the sale. In addition, the lifting of the moratorium and the processing of cannabis license transfers have been delayed by the COVID-
19
pandemic and could be further delayed if the pandemic continues.