| Valent Technologies, LLC |
| 3 | Valent Technologies, LLC |
On
September 30, 2014, the Company entered into an exchange agreement (the “Valent Exchange Agreement”) with Valent Technologies,
LLC (“Valent”), an entity owned by Dr. Dennis Brown, the Company’s Chief Scientific Officer, and Del Mar (BC).
Pursuant to the Valent Exchange Agreement, Valent exchanged its loan payable in the outstanding amount of $278,530 (including aggregate
accrued interest to September 30, 2014 of $28,530), issued to Valent by Del Mar (BC), for 278,530 shares of the Company’s
Series A Preferred Stock. The Series A Preferred Stock has a stated value of $1.00 per share (the “Series A Stated Value”)
and is not convertible into common stock. The holder of the Series A Preferred Stock is entitled to dividends at the rate of 3%
of the Series A Stated Value per year, payable quarterly in arrears.
For the three months ended March 31, 2019 and 2018
respectively, the Company recorded $2,089 related to the dividend payable to Valent. For the nine months ended March 31, 2019 and
2018 respectively, the Company recorded $6,267 related to the dividend payable to Valent. The dividends have been recorded as a
direct increase in accumulated deficit.
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3 Valent
Technologies LLC agreements
One of the Company’s officers is a principal
of Valent Technologies, LLC (“Valent”) and as result Valent is a related party to the Company.
On September 12, 2010, the Company entered into a Patent
Assignment Agreement (the “Valent Assignment Agreement”) with Valent pursuant to which Valent transferred to the Company
all of its rights, title and interest in and to the patents for VAL-083 owned by Valent. The Company now owns all rights and title
to VAL-083 and is responsible for the drug’s further development and commercialization. In accordance with the terms of the
Valent Assignment Agreement, Valent is entitled to receive a future royalty on all revenues derived from the development and commercialization
of VAL-083. In the event that the Company terminates the agreement, the Company may be entitled to receive royalties from Valent’s
subsequent development of VAL-083 depending on the development milestones the Company has achieved prior to the termination of
the Valent Assignment Agreement.
On September 30, 2014, the Company entered into an
exchange agreement (the “Valent Exchange Agreement”) with Valent and Del Mar (BC). Pursuant to the Valent Exchange
Agreement, Valent exchanged its loan payable in the outstanding amount of $278,530 (including aggregate accrued interest to September
30, 2014 of $28,530), issued to Valent by Del Mar (BC), for 278,530 shares of the Company’s Series A Preferred Stock. The
Series A Preferred Stock has a stated value of $1.00 per share (the “Series A Stated Value”) and is not convertible
into common stock. The holder of the Series A Preferred Stock is entitled to dividends at the rate of 3% of the Series A Stated
Value per year, payable quarterly in arrears. For each of the years ended June 30, 2018 and 2017 the Company recorded $8,356 related
to the dividend paid to Valent. The dividends have been recorded as a direct increase in accumulated deficit.
During the year ended June 30, 2017, Valent exercised
12,500 common stock purchase warrants that had been issued to Valent pursuant to the Valent Assignment Agreement. The exercised
warrants represented all warrants that had been issued to Valent. The warrants were exercised at $15.40 per share (CA $20.00) for
total proceeds of $192,075.
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