If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

(1)In accordance with Rule 416(a), the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions. 

(2)Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices reported on the OTC Markets Pink Sheets as of February 23, 2021.November 22, 2022. 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS

Subject to Completion, dated December 21, 2022March 8, 2021

BAKHU HOLDINGS, CORP.

115,964,933 SHARES OF COMMON STOCK

This prospectus covers the resale by selling stockholders of up to 115,964,93335,705,395 shares of our common stock, $0.001 par value, including 39,483,89735,132,060 shares to be sold by our affiliates.

We are not selling any shares of our common stock in this offering, and as a result, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of theThe net proceeds from the sale of our common stock will go to the selling stockholders.

The selling stockholders may sell shares of common stock from time to time at prices established on the OTC Market Pink Sheets, or Pink Sheets, or as negotiateda fixed price of $1.00 per share, in private transactions, or as otherwise described under the heading “Plan of Distribution.”  TheAs such time as our common stock may be sold directlyis listed on a national securities exchange or through agentsquoted on the OTC Bulletin Board, OTCQX, or broker-dealers on behalf ofOTCQB, the selling stockholders. stockholders may sell the shares of common stock at prevailing market prices or in privately negotiated transactions or as otherwise described under the heading “Plan of Distribution.”

The selling stockholders may engagesell common stock directly or through brokers, dealers, or agents that may receive commissions or discounts from the selling stockholders. We will pay all the expenses incident to the registration of the shares; however, we will not pay for sales commissions or other expenses applicable to the sale of our common stock registered hereunder.

Our common stock is quoted on the Pink Sheets under the trading symbol “BKUH.” On March 8, 2021,November 22, 2022, the closing bid quotation for our common stock was $7.40$1.99 per share. These prices will fluctuate based on the demand for our common stock.

An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning at page 7.8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Preliminary Prospectus is March 8, 2021

December 21, 2022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) usingpursuant to the SEC’s registration rules for a delayed or continuous offering and sale of securities. Under the registration rules, using this prospectus and, if required, one or more prospectus supplements, the selling stockholders named herein may distribute the shares of common stock covered by this prospectus. This prospectus also covers any shares of common stock that may become issuable as a resultbecause of stock splits, stock dividends, or similar transactions. A prospectus supplement may add, update, or change information contained in this prospectus.

You should rely only on the information contained in this prospectus. We have not authorized any broker dealer, agents, salesperson, or other person to provide you with information concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any common stock. This prospectus is not an offer to sell, and it is not a solicitation of an offer to buy, our common stock in any jurisdiction in which the offer or sale is not permitted.

FORWARD-LOOKING STATEMENTS

This prospectus contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “hope,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “predict,” “potential,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. These forward-looking statements regardingmay relate to, among other things, trends affecting our company include, but are not limited to, projectionsfinancial condition or results of earnings, revenue, or other financial items; management’s plans,operations, our business and growth strategies, and objectives for future operations; proposed new products, services, or developments; expectations regarding future economic conditions or performance; and assumptions underlying any of the foregoing. Any forward-looking statements, including those regarding us or our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict.financing plans.

These forward-looking statements involve various risks and uncertainties. The forward-looking statements in this prospectus are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Furthermore, the forward-looking statements involve various known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Business,“Business,” and other sections in this prospectus, and include:

Risks Related to Ukrainian Crises

·The COVID-19 global pandemicRussia’s recent military invasion of Ukraine has had an adverse effect oncaused significant international political and economic disruption that may adversely affect our operations. 

·Our entire business relies on the ongoing validity of our license to cell-extraction and replication technology. 

·We cannot assure the success of the Efficacy Demonstration of the intellectual property we have licensed.  

·Successful completion of the Efficacy Demonstration will require us to issue a promissory note due in one year for a $3.5 million one-time payment to the licensor of the intellectual property on which our business is based, which we will need to raise from external sources through the sale of debt or equity securities.  

·Our ability to attract and enter into licensing agreements with producers, distributors, and sellers is uncertain. 

·We cannot assure that we will be able to transfer the required technical know-how respecting our licensed technology to enable sublicensees to commercially produce cannabinoids. 

·Our long-term success will depend on the ultimate profitability of our sublicensees, which we cannot predict. 

·Anticipated relaxation of regulatory restraints may not materialize. 

·The markets for our sublicensee’s products may not grow at the rate we projected based on industry market data or at all. 

·Our ability to successfully implement a sublicensing strategy does not assure our profitability. 

·We have a limited operating history and have not generated revenue since our inception.  

·Our activities are highly regulated by extensive and complex federal and state regulatory schemes and maintaining compliance may be difficult and challenging. 

·We cannot assure that a robust and viable public trading market will develop, notwithstanding the historical intermittent trading in our common stock.  

You should read this prospectus and the documents we refer to thoroughly with the understanding that our actual future results may be materially different from and worse than our expectations.

This prospectus contains statistical, market, and industry data we obtained from various publicly available government publications and industry-specific third-party reports, all of which are typically based on a number of assumptions. If any one or more of the assumptions underlying this data is later found to be incorrect, actual results may differ from our projections based on these assumptions. In addition, the rapidly changing nature of our customers’ industries, preferences, and choices results in significant uncertainties in any projections or estimates relating to the growth prospects or future condition of our target markets. You should not place undue reliance on these forward-looking statements.

Unless otherwise indicated, statements in this prospectus concerning economic conditions and our industry are based on information from independent industry analysts and publications, as well as our estimates. Except where otherwise noted, our estimates are derived from publicly available information released by third-party sources as well as data from our internal research and are based on such data and our knowledge of our industry, which we believe to be reasonable. None of the independent industry publication market data cited in this prospectus was prepared on our or our affiliates’ behalf.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents we refer to in this prospectus and have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.

RISK FACTORS

Investment in our common stock involves significant risk. You should carefully consider the information described in the following risk factors, together with the other information appearing elsewhere in this prospectus, before making an investment decision regarding our common stock. If any of the events or circumstances described in these risks actually occur, our business, financial conditions, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or a part of your investment in our common stock.

Risks Related to the COVID-19 Pandemic

The COVID-19 global pandemic has had an adverse effect on our operations and the potential commercialization of the licensed intellectual property.

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. We are monitoring the situation closely, and our response to the COVID-19 pandemic continues to evolve. Our current principal responsive measures include implementing a mandatory work from home policy when possible, restricting airplane travel, rescheduling inspections and clearances for required regulatory clearances and permits at the efficacy testing laboratory, delaying sublicense marketing efforts, and updating our planning for future events in recognition of the fact that potential sublicensees are likely experiencing similar operating difficulties and others. We are also evaluating the impact of the pandemic on required equipment, components, and supplies that we and potential sublicensees will require. We actively monitor COVID-19-related developments and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our personnel, sublicensees, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.

For us, the COVID-19 pandemic substantially delayed the efforts to put the efficacy testing laboratory in full service as we worked to complete regulatory inspections and clearances, obtain necessary equipment and supplies, and assemble required international technical expertise, consultants, and personnel. These delays resulted in additional costs and delays in completing the planned testing and, in turn, submitting applications for required regulatory approvals. We are unable to launch our sublicensing program until the Efficacy Demonstration is substantially complete and required regulatory clearances are obtained.

The duration and magnitude of the COVID-19 pandemic impact on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable economic effects on our business and on the worldwide economy could be quite adverse. The probability of reoccurrences of widespread or localized virus outbreaks is high and may continue for many months, likely resulting in further government-ordered lockdowns, stay-home or shelter-in-place orders and social distancing; restrictions on travel; and other extensive measures. Effective treatments for those infected by the virus and a possible preventive vaccine have only recently been approved for use, will take months to be available to all, and may not be widely accepted. We cannot predict the effect of these circumstances on us and our vendors, suppliers, and potential sublicensees; the global economy and political conditions; and the health of our personnel, consultants, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume.

Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse effect on our business as a result of its global economic impact, including any resulting and ongoing recession. All of these circumstances likely exert similar hardships on those with which we deal, such as vendors, shippers, distributors, and sublicensees. As a result, we have made adjustments to, and will need to continue to adjust, our business and expenditures in an effort to correlate our activities with business exigencies, including restrictions of executive and personnel travel, hiring freezes or delays, and limitations on marketing. The ultimate financial impact and duration of all of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.

Risks Related to our Business

·Our entire business relies on the commercial-scale validation of our licensed cell-extraction and replication technology, and we cannot predict when further work on this technology will be completed. 

·Our licensed proprietary cannabinoid production technology has only been tested on a limited basis by related parties without qualified third-party replication. 

·Our license from Cell Science may be terminated if we fail to meet certain covenants, which could adversely affect our commercialization program. 

·We are obligated to pay Cell Science a one-time payment of $3.5 million. 

·Our ability to attract and enter joint ventures, strategic alliances, or sublicenses with producers, distributors, and sellers is uncertain. 

·We cannot assure that we will be able to transfer the required technical know-how respecting our licensed technology to enable commercial partners to commercially produce cannabinoids at scale. 

·Our long-term success will depend on the profitability of our commercialization arrangements, which we cannot control or predict. 

·Others may challenge the validity and enforceability of the licensed patents, trade secrets, and related intellectual property. 

·The markets for cannabinoid products may not grow at the rate projected by industry market data or at all and may be adversely affected by some reported local market product over-saturation. 

·Consumers may consider our licensed technology to result in a genetically modified product or process. 

·Subsequent clinical or laboratory research on the characteristics of cannabinoids or their effect on the human body could adversely affect public attitudes and consumer perception towards cannabinoids and, ultimately, the commercialization of our licensed technology. 

·Third parties may refuse to do business with us if they perceive that we are too closely connected to the cannabis industry, with which they do not want to be associated. 

·Our likely commercial partners operate in a growing industry as new states further legalize operations. With each new state opening or additional freedom to trade in states with existing current markets, there is significant capital requirement on our commercial partners. This is also a potentially distractive process for our partners. 

Risks Related to Significant Regulation

·The activities of our potential commercial partners are highly regulated by extensive and complex federal and state regulatory regimes that make maintaining compliance difficult and challenging. 

·We are subject to various state regulations governing the production, transportation, and sale of cannabinoids generally that can severely restrict our ability to execute our business plan. 

·We cannot assure that state and local regulatory regime will accommodate our plant cell-extraction and replication cannabinoid production technology. This novel technology does not fall within existing regulatory parameters; it is novel. Each state regulator will need to create new parameters for this technology. 

·Strict enforcement of federal laws regarding cannabis would likely severely restrict our ability to execute our business plan. 

·Anticipated changes to federal laws and relaxation of regulatory restraints, including increased federal flexibility, may not materialize. 

·We and our commercial partners may have difficulty accessing the services of banks, which may make it difficult to sell our products and services. 

·We are subject to certain federal regulations relating to currency transactions. 

·We are subject to risk of civil asset forfeiture. 

·Our commercial partners may be subject to compliance with laws and regulations governing cannabis in foreign jurisdictions. 

·Prohibitions or restrictions from investing in, or transacting business with, companies in the cannabis industry may have an adverse effect on our operations. 

·We may rely on foreign advisors and consultants respecting local legal, regulatory, or governmental requirements or business practices. 

·There remains doubt and uncertainty that we will be able to legally enforce contracts. 

·We would suffer severe penalties and other consequences if we or our agents are found to be in violation of the Foreign Corrupt Practices Act or anti-bribery laws. 

·Our business may be adversely affected by the environmental regulations applicable to the businesses of our commercial partners. 

·We will be subject to Federal Trade Commission and state regulation of business opportunities in connection with our commercialization activities. 

Risks Related to our Company

·Certain of our officers and directors have been and are subject to substantial conflicts of interest in dealings with Cell Science and others. 

·Our Code of Ethics may not apply or may be waived. 

·The impact of the COVID-19 pandemic on our business, financial position, and results of operations continues to be unpredictable and will likely continue to have negative effects on our business and results of operations and commercialization of the licensed intellectual technology. 

·The auditor’s reports for the years ended July 31, 2020 and 2021, contain explanatory paragraphs about our ability to continue as a going concern. 

·We have identified material weaknesses in our internal control over financial reporting that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. 

·We have a limited operating history and have not generated revenue since our inception. 

·Our ability to successfully implement a commercialization strategy does not ensure our profitability. 

·We are a smaller reporting company, which reduces our reporting obligations. 

·Unsolicited takeover proposals may distract management and adversely affect our business. 

·We rely on a small number of key personnel and consultants. 

·We may incur product liability claims related to the application of the intellectual property we commercialize for cannabinoid production. 

·Our business could be adversely impacted by failures or interruptions of information technology systems and potential cyber-attacks. 

·Ongoing domestic and international financial conditions will adversely affect our business and operations, our prospective commercial partners, the cannabinoid industry, and the world generally. 

·We cannot assure that we will be able to compete successfully. 

Risks Related to our Common Stock

·The market for our common stock is volatile, with extremely limited trading volume. 

·We will continue to be controlled by our principal stockholders. 

·We may issue common stock in the future, which may dilute a stockholder’s holdings in our company, including the investors in this offering, or have a negative effect on the market price of our stock. 

·Limited trading volumes for our common stock may limit the ability of our stockholders to obtain liquidity. 

·We do not anticipate paying dividends. 

·The regulated nature of our business may impede or discourage a takeover. 

Any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance, results, or events and involve risks and uncertainties, such as those discussed in this prospectus. This prospectus also contains statistical, market, economic, and industry data we obtained from various publicly available government and industry publications and analyses, as well as our internal research and knowledge of our industry, all of which are typically based on numerous assumptions. If any one or more of the assumptions underlying this data is later found to be incorrect, actual results may differ from our projections based on these assumptions. In addition, the rapidly changing nature of our customers’ industries, preferences, and choices results in significant uncertainties in any projections or estimates relating to the growth prospects or future condition of our target markets. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents we refer to in this prospectus and have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from or worse than what we expect.

These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this prospectus.

____________________

Unless otherwise noted, references in this prospectus to “we,” “our,” or “us” means Bakhu Holdings, Corp. and our wholly owned subsidiary, CBD Biotech, Inc.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled “Risk Factors” and our consolidated financial statements and the related notes.

Our Business

We intend to enter joint ventures, strategic alliances, sublicenses, or other agreements to commercialize cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations to produce, manufacture, and sell cannabis-related byproducts exclusively in North America, Central America, and the Caribbean for medical, food additive, and recreational uses. Cannabis products contain cannabinoids, which are naturally occurring compounds found in the Cannabis sativa plant that principally include cannabidiol (CBD), which is generally associated with medical applications, and Tetrahydrocannabinol (THC), which is generally associated with recreational uses. We have a fully paid, royalty free license (our “License”) to this technology that we obtained pursuant to what we call our Integrated License Agreement with our direct and indirect controlling stockholder, Cell Science Holding Ltd. (“Cell Science”).

The Offering

Our Filing Status as a Smaller Reporting Company

We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a smaller reporting company, the disclosures we will be required to provide in our SEC filings are less than they would be if we were not considered a smaller reporting company. Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two, rather than three, years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

RISK FACTORS

Investment in our common stock involves significant risk. You should carefully consider the information described in the following risk factors, together with the other information appearing elsewhere in this prospectus, before making an investment decision regarding our common stock. If any of the events or circumstances described in these risks factors occur, our business, financial conditions, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or a part of your investment in our common stock.

Risks Related to Ukrainian Crises

Russia’s recent military intervention in Ukraine and the international community’s response have created substantial political and economic disruption, uncertainty, and risk.

Russia’s military intervention in Ukraine in late February 2022, Ukraine’s widespread resistance, and the NATO led and United States coordinated economic, financial, communications, and other sanctions imposed by other countries have created significant political and economic world uncertainty and contributed to worldwide inflation. There is significant risk of expanded military confrontation between Russia and other countries, possibly including the United States. Current and likely additional international sanctions against Russia may contribute to higher costs, particularly for petroleum-based products. These and related actions, responses, and consequences that cannot now be predicted or controlled may contribute to worldwide economic reversals and inflation. In these circumstances, our efforts to commercialize our technology may be delayed or otherwise negatively impacted.

Risks Related to our Business

Our entire business relies on the commercial-scale validation of our licensed cell-extraction and replication technology.

We planOur ability to exploit our licensed cell-extraction and replication technology for the commercial production of cannabinoids through joint ventures, strategic partners, and sublicenses to third-parties. Our ability to do so is conditional on a satisfactory Efficacy Demonstration. Therefore,completion of ongoing process and product refinement and customization, which has not been funded. We cannot predict when or whether we will obtain necessary funding or complete our ability to launch our sublicensing efforts are dependent on an acceptable Efficacy Demonstration. If there is an acceptable Efficacy Demonstration and we timely pay the one-time cash payment and release the issued shares, as to be determined based on the results of the Efficacy Demonstration for our fully paid license in order to offer sublicenses, weplanned work. We cannot assure that the substantive results of the Efficacy Demonstration or their scientific credibilityour planned efforts will be accepted by prospective sublicensee.commercial partners. Our sublicensingcommercialization efforts will be dependent on our ability to convince prospective sublicenseescommercial partners that our licensed cell-extraction and replication technology warrants the required commitment of capital, expertise, and other resources.resources in the face of related risks, regulatory hurdles, and competitive factors. Even after a successful Efficacy Demonstration, initiallycompletion of planned process and product refinement and customization, there will initially be no established commercially operating facility using this technology successfully to support our sublicensingcommercialization efforts. We cannot assure that any initial costs we incur will be recovered.

We cannot accurately predict when a satisfactory Efficacy Demonstration canplanned further work on our licensed technology will be completed.completed satisfactorily.

We cannot accurately predict when the Efficacy Demonstration, which is criticalplanned further work related to our continuity,licensed technology, which we believe will accelerate our commercialization efforts, can be completed. In addition to past and unforeseeable delays resulting from the ongoing COVID-19 pandemic, testing delays may result from scaling the previous laboratory work undertaken by the inventor to commercial size, transferring the inventor’s proprietary knowledge to testing personnel, refining processes and mediums, and fine-tuning other details of this complicated process we do not now foresee. Therefore, we cannot assure when required testing will be completefunded or confirmed by a third party.completed. Any delay in obtaining required funding or completing the Efficacy Demonstration or in meeting the applicable specifications wouldplanned work could postpone the commencement of our businesscommercialization efforts and our potential for revenue, which mayrevenue. Our planned laboratory work will require substantial financial, technical, and management resources that have not been arranged, so we cannot predict whether or when the required work will be completed. We expect that the foregoing will require us to obtain additional capital, which we cannot assure that we will be able to meet expenditures to sustain our operations.obtain on acceptable terms or at all. If an Efficacy Demonstration satisfactory to our board of directorsrequired financing and planned work cannot be completed timely, we may have to abandon efforts involving the cell-extraction and replication technology for cannabinoid production and seek other business opportunities or suspend operations. Consequently, we would be unable to recover previous costs related to these abandoned activities. We have no other technology or know-how to exploit commercially.

Our licensed proprietary cannabinoid production technology has only been tested on a limited basis by related parties without qualified third-party replication.

To date the propriety technology that we have licensed has only been tested on a limited basis by our affiliates, Cell Science, which is also the licensor, and OZ Corporation, both of which benefit from favorable test results. Further, the testing was conducted by or under the supervision of Dr. Peter Whitton, the inventor of the licensed technology and our director, who will benefit substantially from the successful test that triggered the release of a large block of our common stock and a one-time payment required under the license agreement under which we acquired our rights. No qualified third party has independently replicated the entire process, results, processes, or procedures. Accordingly, we expect that prospective third-party investors, commercialization partners, investment bankers, and others will want to conduct their own independent tests to confirm the test results to date before transacting business with us. This requirement that potential commercial partners or others commit their own financial, technical, and management efforts to confirm the efficacy, reliability, and predictability of the proprietary technology may be a substantial barrier to commercialization.

Our license from Cell Science may be terminated by it if we fail to meet certain covenants, which could adversely affect our sublicensing program and third-party sublicensees.commercialization program.

Under our Patent and Technologythe Integrated License Agreement as amended and restated (the “Amended Restated License”), afterthrough which we issue the one year promissory note and release the common stock to obtain a fully paid license,were granted our License, we will continue to beremain obligated to pay certain patent prosecution and other intellectual property protection costs that could be substantial. We do not plan to establish or maintain any deposits or reserves in order to pay these costs. If we fail to meet these obligations, Cell Science could terminate our license. Under our Amended RestatedIntegrated License Agreement, Cell Science would then have the right to assume our position in any outstanding sublicenses.commercialization arrangements. If Cell Science assumedassumes outstanding licenses,obligations, it would step into our position as licensor,commercial partner or sublicensee, precluding us from participating in further revenue from that sublicensee,relationship, notwithstanding our potential continuing liability for our sublicensee obligations to the sublicensee.commercial partners, or from further commercialization efforts. The possibility that Cell Science, a foreign entity, may assume our obligations to our sublicenseescommercial partners may be a risk to potential sublicenseesthem that hasmay have a material adverse effect on our sublicensingcommercialization efforts. If Cell Science refusedrefuses to assume our obligations to a sublicensee,under our commercialization arrangements, the rights of the sublicensee wouldour commercial partners may be subject to dispute, which would likely result in claims for damages that the sublicenseeour commercial partners would seek to recover from us. The existence of the right of Cell Science to terminate our license on which our sublicensescommercialization arrangements will be based may be considered a substantial risk to potential sublicenseecommercial partners and correspondingly impair the success of our sublicensing effort.commercialization efforts.

Acceptable completion of the Efficacy Demonstration will require usWe are obligated to pay to Cell Science a one-time payment of $3.5 million, subject to certain adjustments and credits.million.

If the Efficacy Demonstration is completed with results meeting prescribed criteria, we will beWe are required to deliverpay Cell Science a promissoryone-time payment under a one-year note due in one year to Cell Science for $3.5 million subject to certain adjustments and credits, to obtain a fully paid, royalty-free license to the cell-extraction and replication technology. Our inabilitydue in January 2023. We currently do not have funds with which to pay this promissory note when due, would enable Cell Scienceamount and have not arranged or obtained commitments for such funding from any source. Potential new providers of financing to terminate the license on 60 days’ notice. In the event ofcompany may preclude or limit such payment from fresh funds.

termination, we would be unable to recover related costs incurred to date and would have to pursue other business opportunities or cease operations.

Our ability to attract and enter intojoint ventures, strategic alliances, or sublicenses with producers, distributors, and sellers is uncertain.

Following an acceptable Efficacy Demonstration, weWe will need to identify and attract qualified, interested third parties to sublicensecommercialize our cell-extraction and replication technology for cannabinoid production. We cannot assure that we will be able to successfully sublicense our new technology.enter any commercialization arrangement. We estimate that a new facility designed to produce about 5,000 pounds of dry plant cannabinoid concentrateplant-derived material per month using our licensed technology for cannabinoid production will require a capital investment of from $3.8$3.9 million to $4.3 million or more by a sublicensee plus leasehold improvements in a suitable building.$4.6 million. We expect to encounter third-party reluctance to commit substantial capital to use our technology, which will at least initially be commercially untried by others. Accordingly, we cannot predict when or the pace at which we may be able to enter into sublicenses in ordercommercial arrangements to generate revenue. We may be forced to delay anticipated business growth,planned commercialization efforts, seek other commercialization strategies, or obtain additional capital to continue.

We cannot assure that we will be able to transfer the required technical know-how respecting our licensed technology to enable sublicenseescommercial partners to commercially produce cannabinoids.

Our licensed cell-extraction and replication technology for cannabinoid production is relatively sophisticated and complex and requires scientific expertise in sterile production facility plant construction and operation, particularly as compared to traditional open-grown, greenhouse, or hydroponic production. We cannot assure that the licensed technology transfer and consulting strategies we plan to develop and use will be effective in successful production facility operation byenable our sublicensees.potential commercial partners to produce cannabinoids reliably, economically, and competitively.

Our long-term success will depend on the profitability of our sublicensees,commercialization arrangements, which we cannot control or predict.

Our long-term success will depend on the success of our sublicenseesfuture commercial partners and their ability to construct and operate commercial cannabinoid production facilities, market their products competitively, and achieve an overall, sustainable profit. The degree of commercial success and profitability of our sublicenseescommercial partners will affect our success in attracting sublicenseesadditional commercial partners and the economic terms of our sublicenses.third-party arrangements. We cannot assure that our sublicenseescommercial partners will be successful, and so wewhich may be requiredincentivize us to adjust the terms of our then existing or new sublicensesarrangements to include terms less favorable to us.

Others may challenge the validity and enforceability of the licensed patents, know-how,trade secrets, and related intellectual property.

Our future success is dependent on the validity and enforceability of theour licensed patents, trade secrets, intellectual property, and related rights. Unauthorized parties may attempt to replicate or otherwise obtain and use the licensed intellectual property granted to us. Policing the unauthorized use of our current or future rights to patents, trade secrets, intellectual property, or licensed rights and enforcing these rights against unauthorized use by others could be difficult, expensive, time-consuming, and unpredictable, as may be enforcing these rights against unauthorized use by others.unpredictable. Identifying unauthorized use of these rights is difficult asbecause we may be unable to effectively monitor and evaluate thewhether products being distributed by our competitors were made using our technology, including parties such as unlicensed dispensaries, and the processes used to produce competitive products.producers. In addition, in any infringement proceeding, some or all of our trademarks, patents, other intellectual property rights, licensed rights, trade secrets or other proprietary know-how, or arrangements or agreements that we are seeking to protect the same for our benefit, may be found invalid, unenforceable, anticompetitive, or not infringed. An adverse result in any litigation or defense proceedingsproceeding could put one or more of our trademarks, patents, or other intellectual property, or licensed rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications for patent protection at risk of not being issued. Any or all of these events could materially and adversely affect our business, financial condition, and results of operations.

OtherIn addition, other parties may claim that our licensed rightsproducts infringe on their proprietary and perhaps patent-protected rights. Such claims, whether meritorious or not, meritorious, may subject us to significant financial and managerial resources,costs and expenses, legal fees, injunctions, temporary restraining orders, or an award of damages. We may need to obtain licenses from third parties that allege that we have infringed on their lawful rights, which may not be available on terms acceptable to us

or at all. In addition, we may not be able to use or obtain licenses or other rights for intellectual property that we do not own on terms that are favorable to us or at all.

Under our Amended RestatedIntegrated License Agreement with Cell Science, we are obligated to defend the licensed technology against third-party infringement. Therefore, we may be obligated to incur substantial legal, expert witness, and related litigation costs in any litigation that may be involved, whether initiated by us or a third party. We cannot assure that we would be able to recover any costs incurred by us.

The markets for cannabinoid products may not grow at the rate projected by industry market data or at all.

We partially base our long-term business model on the anticipated growth ofgrowing demand for cannabis and cannabis-related products in North America, particularly in the United States, as a resultbecause of regulatory liberalization and growing social acceptance and use. We cannot assure that our projections, based on numerous assumptions and projected effects of future events, will materialize. Limitations or slowness in the increase of demand for cannabis and cannabis-related products in the United States would also limit our possible growth. We cannot predict the extent to which some reported local market saturation may affect us.

Our ability to successfully implementConsumers may consider our licensed technology will result in a sublicensing strategy does not assure our profitability.genetically modified organism.

We cannot assure thatSome consumers may consider our strategy of sublicensing our technology to third-party cannabinoid producers, even if we enter into several or multiple sublicenses, will generate sufficient revenue to meet related costslaboratory plant-derived cell production method  constitutes genetic modification and result in a profit. We will incur operating costs in marketing our technology, completing sublicense arrangements, providing technical and operational support to our sublicensees, and otherwise operating our business. We cannot assure that our sublicense revenue will offset these costs. We may not be profitable.

The auditor’s reports for the years ended July 31, 2020 and 2019, contain an explanatory paragraph about our ability to continue as a going concern.

We have incurred losses since inception, resulting in an accumulated deficit of $15,724,678 as of July 31, 2020, and further losses are anticipated in the development of its business, raising substantial doubt about or ability to continue as a going concern. We have not generated revenue and have limited capital. Our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. Our ability to continue as a going concern is dependent upon our ability to obtain acceptable financing and successfully accomplish our business plan and eventually attain profitable operations.

We anticipate that any additional funding that we obtain will be in the form of equity financing from the sale of our common stock. However, we cannot assure that we will be able to raise sufficient funding from the sale of our common stock. The risky nature of our business enterprise places debt financing beyond the creditworthiness required by most banks or typical investors of corporate debt until such time as our sublicensee’s products are available on the market. We do not have any arrangements in place for any future equity financing. If we are unable to secure additional funding, we will cease or suspend operations. We have no plans, arrangements, or contingencies in place in the event that we cease operations.

We have a limited operating history.

We were incorporated in 2008 and had little or no activity until we obtained license rights to cell-extraction and replication technology for commercial cannabinoid production in late 2018. However, its commercial efficacy has not been demonstrated, so we have not commenced sublicensing this technology to generate revenue. Therefore, we are subject to the risks common to early-stage enterprises, including undercapitalization, few personnel, limited financial and other resources, and lack of revenues. We cannot assure that we will be successful in achieving a return on our stockholders’ investments. Our likelihood of success must be considered in the light of our early stage of operations.

We have not generated any revenue since our inception, and we may never achieve profitability.

We are a development-stage company that has not generated any revenue. If the Efficacy Demonstration meets prescribed standards so we can launch our sublicensing effort, our expenses are expected to increase significantly before we can begin granting sublicenses and generating revenue. Even as we begin to market and

sublicense our licensed technology, we expect our losses to continue as a result of ongoing sales and marketing expenses for the sublicenses, technology transfer costs, research and development expenses, and other operating expenses. These losses, among other things, have had and will continue to have an adverse effect on our working capital, total assets, and stockholders’ equity. Because of the numerous risks and uncertainties that we will encounter, we are unable to predict if or when we will become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and then maintain profitability, our business, financial condition, and results of operations will be negatively affected, and the market value of our common stock will likely decline.

We are a smaller reporting company, which reduces our reporting obligations.

We are currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and had annual revenues of less than $50 million during the most recently completed fiscal year. Because we are a smaller reporting company, the disclosure required in our SEC filings is less than it would be if we were not considered to be a smaller reporting company. Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are required to provide only two years of audited financial statements in annual reports; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

Unsolicited takeover proposals may detract management and adversely affect our business.

The review and consideration of any takeover proposal may be a significant distraction for our management and personnel and could require the expenditure of significant time and resources by us. Moreover, any unsolicited takeover proposal may create uncertainty for our personnel that may adversely affect our ability to retain key personnel and to hire new talent. Management and personnel distractions related to any such takeover proposal also may adversely impact our ability to optimally conduct our sublicensing program and otherwise advance our business and pursue our strategic objectives. An unsolicited takeover proposal may also create uncertainty for our sublicensees, suppliers, and other business partners, which may cause them to terminate, or not to renew or enter into, arrangements with us. The uncertainty arising from unsolicited takeover proposals and any related costly litigation may disrupt our business, which could result in an adverse effect on our business, financial condition, and results of operations.

We have, and may continue to have, a number of relationships with direct and indirect principal stockholders and their affiliates that are not, and will not be, the result of arm’s-length negotiations.

Our principal asset on which our business is based is a license for technology from Cell Science, our direct and indirect controlling stockholder. The efficacy testing is being undertaken on behalf of Cell Science by OZ Corporation, an indirect principal stockholder. Certain of our executive officers and directors have business or personal relationships with our direct and indirect principal stockholders. See “Certain Transactions.” As a result of these relationships, the terms of the license on which our business is based, as well as other agreements or arrangements, between these parties and us were not the result of arm’s-length negotiations. However, by resolution adopted by our board of directors in September 2020, our board is required in the future to refrain from approving any transaction that is not in our best interests and is not on terms at least as favorable to us as could be obtained as a result of arm’s-length negotiations between unrelated parties in a similar situation. We have not adopted any other policy respecting decisions involving conflicts of interest and cannot assure that any such issues will be resolved solely in our favor.

We rely on key personnel and consultants.

Our success is dependent upon the ability, expertise, judgment, discretion, and good faith of our executive management and consultants and our ability to continue to attract, develop, motivate, and retain highly qualified and skilled personnel and consultants. Qualified individuals such as our president, Thomas Emmitt, and our principal technical consultants, Donald Clark, are in high demand, and we may incur significant costs to retain them. We rely on scientific advice from Dr. Peter Whitton, the inventor of the cell-extraction and replication technology on which our business is based, who has numerous other commitments and demands on his attention. The loss of the services

of our executive management or consultants, or an inability to attract other suitably qualified persons when needed, could have a material adverse effect on our ability to execute our business plan and strategy, and we may be unable to find adequate replacements on a timely basis or at all.

We may incur product liability claims related to the application of the intellectual property we sublicense to cannabinoid producers.

As sublicensor of intellectual property for the commercial productionresist acceptance of cannabinoids we will face an inherent risk of exposure to third-party product liability claims, regulatory action, and litigation if our processes, procedures, or medium formulations are alleged to have caused significant loss or injury. In addition, the sale of products produced by a sublicensee using the sublicensed intellectual property involves the risk of injury to consumers due to product contamination or tampering by unauthorized third parties. Previously unknown adverse reactions could occur resulting from human consumption of such products alone or in combination with other medications or substances. We may be subject to various third-party product liability claims, including claims that the products produced using the licensed technology caused injury or illness, that such products did not include adequate warnings concerning possible side effects or interactions with other substances, or that the use of the licensed technology did not include adequate instructions for use.

A product liability claim or regulatory action against us could result in increased costs, adversely affect our reputation generally with existing or potentially new sublicensees, and have a material adverse effect on our results of operations and financial condition. We cannot assure that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the sublicensees’ production of potential products and, therefore, the commercialization of the licensed technology.commercial partners.

Subsequent clinical or laboratory research on the characteristics of cannabinoids or their effect on the human bodyeffects could adversely affect public attitudes and consumer perception towards cannabinoids and, ultimately, the commercialization of our licensed technology.

A variety of institutions worldwide are continuing clinical and laboratory research of the use and effects of cannabinoids. Research in the United States and internationally regarding the medical benefits, viability, safety, efficacy, and dosing of cannabis or isolated cannabinoids such as CBD and THC remains in relatively early stages. Future research, studies, and clinical trials may lead to conclusions that dispute or conflict with the current general understanding and belief regarding the medical or recreational benefits, viability, safety, efficacy, dosing, and social acceptance of cannabinoids and the demand for the products produced by our sublicensees. Research in the United States and internationally regarding the medical benefits, viability, safety, efficacy, and dosing of cannabis or isolated cannabinoids remains in relatively early stages.

We cannot assure that the insurance coverage we obtain will be adequate.

We have or intend to obtain insurance to protect our assets, operations, directors, and personnel. While we believe our insurance coverage addresses and will address all material risks to which we are exposed and is adequate and customary for our operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. In addition, we cannot assure that such insurance will be adequate to cover our liabilities or will be generally be available in the future or, if available, that premiums will be commercially justifiable. If we were to incur substantial liability and the damages were not covered by insurance or were in excess of policy limits, or if we were to incur liability at a time when we were not able to obtain liability insurance, there could be a material adverse effect on our business, financial condition, and results of operations.

We are also currently pursuing additional insurance coverage over our product liability claims and for business interruption. We cannot assure that we will be able to obtain desired insurance coverage on acceptable terms or at all. Any insurance coverage we maintain will be subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed.

As a technology provider for the cannabinoid industry, we would be adversely affected by negative public attitudes and consumer perception.commercial partners.

We believe the cannabinoid industry is highly dependent upon consumer perception regarding the safety, efficacy, and quality of cannabis and related products distributed to consumers. Consumer perception of the products produced by sublicenseescommercial partners using our licensed technology can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, informal social media exchanges, and other publicity regarding the consumption or use of cannabinoid products. We cannot assure that future scientific research, reports, findings, regulatory proceedings, litigation, media attention, or other publicity will be favorable to the cannabis market or any particular productproducts or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention, informal social media exchanges, or other publicity that is perceived as less favorable than, or that questions, earlier research reports, findings, or publicity could have a material adverse effect on the demand for use of the licensed technology and consequently, our business, results of operations, financial condition, and cash flows. Negative publicity or public opinion may adversely affect consumer demand for cannabinoids produced and sold by our sublicensees,commercial partners, which would also adversely affect our ability to increase sublicensesestablish new commercial relationships that generate royalty revenues from sublicensees andcommercial partners or sublicensees. In turn, these adverse effects would have an adverse impact on our business, results of operations, financial condition, and cash flows.

Unfavorable publicity reports or other media attention regarding the safety, efficacy, and quality of cannabis and related products produced using the licensed technology or associating the consumption of cannabis or related products with illness or other negative effects or events could also have such a material adverse effect. Negative publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from a sublicensee’scommercial partner’s failure to use the licensed technology correctly or a consumer’s failure to consume or use the products appropriately or as directed. The increased usage of social media and other web-based tools to generate, publish, and discuss user-generated content and to connect with other users has made it significantly easier for individuals and groups to communicate and share opinions and views about us, our activities, or our licensed technology, whether true or not. Although we believe that weintend to operate in a manner that iswill be respectful to all stakeholders and that we take care in protectingprotect our image and reputation, we dowill not ultimately have directbe able to control over how we are perceived by others. Reputational

loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations, and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows, and growth prospects.

Third parties may refuse to do business with us if they perceive that we are too closely connected to the cannabis industry, with which they do not want to be associated.industry.

SomeAlthough we do not cultivate, produce, manufacture, or sell cannabis-derived products, some firms with which we may want to transact business may find the cannabis industry generally objectionable or determine that they are exposed to reputational risk because they perceive that we are too closely connected to the objectionable cannabis industry andindustry. As a result, these firms may refuse to deal with us. These third parties may perceive that doing business with us exposes them to reputational risk as a result of our business activities relating to cannabis, even though we are not engaged in the cultivation, production, manufacturing, or sale of cannabis-derived products. Failure to establish or maintain business relationships in general could have a material adverse effect on us.

Our business will be subjectconnection to failures or interruptions of information technology systemsthe retail cannabis industry may impair our access to the large and cyber-attacks.lucrative pharmaceutical/biotechnology sector in due course.

Our business will depend on information technology hardware, software, telecommunications,Securities broker-dealers, clearing firms, and other services and systems we obtain from third parties. Therefore, our operations depend, in part, on how well we and our suppliers protect networks, equipment, information technology systems, and software against damage from a number of threats, including damage to physical facilities, capacity limitations, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, and theft. Our operations also depend on the timely maintenance, upgrade, and replacement of networks, equipment, information technology systems, and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures and delays or increased capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any failure, adversely impact our reputation and results of operations.

We are also subject to cyber-attacks or other information security breaches, and we cannot assure that we will not incur such lossesothers in the future. Our risk and exposurefinancial services industry may refuse to these matters cannot be fully mitigatedhandle securities transactions in our stock because of among other things,our connections with the evolving nature of these threats. As a result, we will prioritize cyber security and the continued

development and enhancement of controls, processes, and practices designed to protect systems, computers, software, data, and networks from attack, damage, or unauthorized access. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Ongoing domestic and international financial conditions will adversely affect our business and operations, the business and operations of our prospective sublicensees, the cannabinoid industry, and the world generally.

In recent years, global commercial and financial markets have experienced significant reoccurring disruptions, including severely diminished liquidity and credit availability, levels of sovereign and individual indebtedness, increased trade tariffs and barriers, declines in consumer confidence, declines in economic growth, increased unemployment, and uncertainty about economic stability. We cannot assure that significant deterioration in credit and financial markets, international trade, and confidence in economic conditions will not occur in the future. Any such economic downturn, volatile business environment, or continued unpredictable and unstable market conditions could have a material adverse effect on our business, financial condition, and results of operations.

Further, global credit and financial markets have displayed arguably increased volatility in response to global economic or political events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices, or sovereign defaults. These factors may impact our ability to obtain equity or debt financing in the future and, if obtained, on terms favorable to us. Increased levels of volatility and market turmoil can adversely impact our operations and value, and the price of the common stock could be adversely affected.

We cannot assure that we will be able to compete successfully.

We expect significant competition from other companies. We believe that competition in the commercial cannabinoid industry is based primarily on price per unit and predictable and replicable product flavor, aroma, and CBD or THC concentration. Price per unit of production will be based on the cost of amortizing capital expenditures and covering production and operating costs, and we cannot assure that production using our licensed technology will enable sublicensees to compete on these terms. Our principal known competitors are multi-state operators in cannabis cultivation and manufacturing, which include companies like Curaleaf, all of which have first-mover advantage and are well-capitalized with experienced management and technical resources. A large number of companies appear to be applying for cultivation, processing, and sale licenses, some of which may have significantly greater financial, technical, marketing, and other resources than we have. These competitors may be able to devote greater resources to the development, promotion, sale, and support of their products and services, and may have more extensive customer bases and broader customer relationships. Our future success depends upon our ability to sublicense the licensed technology and generate an initial and continuing royalty stream. To the extent that we are not able to market and enter into enough sublicenses, our business, financial condition, and results of operations could be materially and adversely affected.industry.

Risks of Related to Significant Regulation

The activities of our potential sublicenseescommercial partners are highly regulated by extensive and complex federal and state regulatory schemesregimes that make maintaining compliance difficult and challenging.

The commercial cannabis industry is a relatively new industry, and we anticipate that regulations will constantly changebe changing as the federal government and each state monitors the applicable regulatory regime and commercial activity. Our technology sublicenseescommercial partners will be subject to a variety of laws, regulations, and guidelines relating to the production, manufacturing, management, transportation, disposal, storage, distribution, sales, use, health, and safety of cannabis and derived products and byproducts as well as laws and regulations relating to drugs, controlled substances, health, and safety. In addition, publicly held cannabinoid producers may be subject to other federal and state securities laws and the rules and regulations of self-regulatory organizations such as the exchanges on which their securities are traded.

Laws, regulations, and guidelines generally applicable to the cannabis industry domestically and internationally may change in unforeseen ways. New laws and changes to existing laws or regulatory schemesregimes may adversely affect our sublicenseescommercial partners directly and us indirectly. Regulatory changes could reduce demand for cannabis-

derivedcannabis-derived products and byproducts, decreasingwhich would decrease the marketpotential success of our commercialization efforts, the profitability of potential strategic partners or sublicensees, and the potential for our sublicenses or potential royalty revenue to us, which would adversely affect our financial condition, results of operations, and prospects.

Amendments to current laws, regulations, and permitting requirements, or more stringent application of existing laws or regulations, may have a material adverse effect on our sublicenseescommercial partners or us and our business, resulting in increased capital expenditures or production costs, reduced levels of production, or abandonment or delays in the development of facilities.

Our ability to sublicensecommercialize our technology will depend on the compatibility of our plant cell-extraction and replication technology with current regulatory regimes designed to regulate live-grow plant production and the predictability of the nature and extent of further regulation. Further, our business will depend on the ability of our sublicenseescommercial partners to maintain compliance with these laws, regulations, and regulations.interpretative and enforcement policies. Delays ofby our sublicenseescommercial partners in obtaining or failing to obtain and maintainingmaintain the requisite regulatory approvals may significantly delay or negatively impair our sublicensingcommercialization program.

We may incur ongoing costs and obligations related to regulatory compliance or assisting our sublicenseescommercial partners in their regulatory compliance. Failure to comply with applicable laws and regulations could result in regulatory or agency proceedings, investigations, and enforcement actions, including orders causing operations to cease or be curtailed and levying damage awards, fines, penalties, or corrective measures, all of which willwould require unanticipated capital expenditures or remedial actions. Parties may be liable for civil or criminal fines or penalties

imposed for violations of applicable laws or regulations. The outcome of any regulatory or agency proceedings, investigations, audits, and enforcement actions could harm our sublicenseescommercial partners directly and us indirectly.

We are subject to various state regulations governing the production, transportation, and sale of cannabinoids generally that can severely restrict our ability to execute our business plan.

States that permit the production, transportation, and sale of cannabinoids for either medicinal or recreational purposes have adopted a comprehensive regulatory and taxation regime. The state regulations generally impose stringent record keeping, compliance, reporting, and taxation requirements. State enforcement of applicable laws, regulations, and administrative policies can result in sanctions, fines, license termination and other sanctions against companies producing, transporting, or selling cannabinoids, State compliance requirements will directly apply to our strategic partners and will indirectly require us to adopt compatible policies and practices.

We cannot assure that state and local regulatory regimes will accommodate our plant cell-extraction and replication cannabinoid production technology.

We cannot assure that state and local cannabinoid regulatory regimes that are based on plant live-grow production are compatible with our plant cell-extraction and replication technology. We anticipate that we will need to address the regulatory regimes in each state and local jurisdiction to assure that it is compatible with and will accommodate our plant cell-extraction and replication production technology. Further, we cannot assure that any necessary changes in laws, regulations, or administrative policies or interpretations will be adopted or implemented. Accordingly, we may be limited in or prohibited from establishing commercial partners in certain states.

Strict enforcement of federal laws regarding cannabis would likely severely restrict our ability to execute our business plan.

Cannabis remains illegalIn the United States, cannabis is largely regulated at the state level. Currently, in the United States, 37 states, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands have legalized medical cannabis, and 18 states, in addition to the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam, have legalized cannabis for recreational purposes or “adult-use.” Notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a controlled substance under U.S.the Controlled Substances Act of 1970 (the “CSA”) and as such, cultivation, distribution, sale, and possession of cannabis violates federal law.law in the United States. The inconsistency between federal and state laws and regulations is a major risk factor. Even in those jurisdictions in which the manufacture and use of medical cannabis has been legalized at the state level, the interstate production, transportation, possession, sale, and use of cannabis remain violations of federal law that are punishable by imprisonment, substantial fines, and forfeiture. Our sublicenseescommercial partners will be directly subject to these laws and regulations. Companies that are not engaged directly in the cultivation, production, manufacturing, or sale of cannabis or cannabis-derived products nevertheless may violate federal law if they intentionally aid and abet another in violating these federal controlled substance laws. Therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability and the inability of our sublicenseescommercial partners to execute our respective business plans.

We and our sublicensees may have difficulty accessing the service of banks, which may make it difficult to sell our products and services.

Federal and federally insured state banks currently do not do business with those that grow and sell cannabis products on the stated ground that growing and selling cannabis is illegal under federal law. Financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under the federal statutes and the U.S. Bank Secrecy Act. Guidance issued by the Financial Crimes Enforcement Network, a division of the U.S. Department of the Treasury, clarifies how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. Furthermore, supplemental guidance from the U.S. Department of Justice (“DOJ”) directed federal prosecutors to consider the enforcement priorities enumerated in the so-called “Cole Memo,” issued on August 29, 2013, under the Obama Administration, when determining whether to charge institutions or individuals with any of the financial crimes based upon cannabis-related activity. However, in January 2018, under the Trump Administration, the DOJ issued a policy memorandum on federal marijuana enforcement announcing a return to the rule of law and rescinding previous guidance documents, including the Cole Memorandum. In this memorandum, Attorney General Jeff Sessions directed U.S. Attorneys to determine whether to pursue prosecution of cannabis activity based upon the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community. We cannot predict the position of the Biden Administration in this matter. Understandably, banks remain hesitant to offer banking services to cannabis-related businesses, and those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships. We cannot assure that we will be able to avoid being considered by financial institutions to be engaged in the cannabis industry, which would adversely affect our banking relationships. Our inability to maintain bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical, and security challenges that could result in our inability to implement our business plan.

We are subject to certain federal regulations relating to cash reporting.

The Bank Secrecy Act requires us to report currency transactions in excess of $10,000, including identification of the customer by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect, or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements, and to verify sources of funds. We may be pressured by sublicensees to accept cash payments in view of the federal regulation of banks that restricts sublicensees’ access to banks. If we fail to comply with these laws and regulations, the imposition of substantial penalties could have a material adverse effect on our business, financial condition, and results of operations. Increasingly, foreign jurisdictions in which we may do business have similar regulatory schemes.

We or our sublicensees may be subject to compliance with laws and regulations governing cannabis in foreign jurisdictions.

Our ability to achieve our business objectives in foreign jurisdictions may be contingent, in part, upon our prospective sublicensees obtaining approval and complying with applicable regulatory requirements enacted by those governmental authorities. We cannot predict the effect to our business of foreign compliance regulations on our sublicensees in producing and manufacturing cannabis and derived products and byproducts; the length of time to secure appropriate regulatory approvals to use our licensing technology and process; or the extent of testing and documentation that may be required in those jurisdictions. Delays in obtaining, or failing to obtain, regulatory approvals may negatively affect the development of markets for our sublicenses and could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We anticipate that we and our sublicensees will incur ongoing costs and obligations related to regulatory compliance. Failure by us or our sublicensees to comply with regulations may result in additional costs for corrective measures, penalties, or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement, or other unanticipated events could require extensive changes to our operations, increase compliance costs, or give rise to material liabilities, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Prohibitions or restrictions from investing in or transacting business with companies in the cannabis industry may have an adverse effect on our operations.

Certain jurisdictions may prohibit or restrict their citizens or residents from investing in or transacting business with companies involved in the cannabis industry, even if such companies only conduct business in jurisdictions where cannabis is legal or the companies are not directly engaged in the cultivation, production, manufacturing, or sale of cannabis-derived products. For example, if an investor in the United Kingdom profits from an investment in a cannabis producer or supplier, or the use of technology is used in the production, the investment may technically violate the United Kingdom Proceeds of Crime Act 2002. Similar prohibitions or restrictions may apply in other jurisdictions where cannabis has not been legalized. In the United States, there have been certain instances of the U.S. Customs and Border Protection preventing citizens of foreign countries from entering the United States for reasons related to the cannabis industry.

We will rely on foreign advisors and consultants respecting local legal, regulatory, or governmental requirements or business practices.

The legal and regulatory requirements in the foreign countries in which we operate, or may operate, respecting the cultivation, production, manufacturing, and sale of cannabis and cannabis-related products by our intended sublicensees, as well as banking systems and controls and local business culture and practices, are different from those in the United States. Although members of our management may have previous experience working and conducting business in these countries, we may retain and rely on local consultants, advisors, legal counsel, and other expert professionals in order to keep apprised of legal, regulatory, and governmental developments as they pertain to our business, banking, financing, labor, litigation, and tax matters in these jurisdictions. Any changes in the local legal, regulatory, or governmental requirements or business practices are beyond our control and may adversely affect our business, financial condition, and results of operations.

We would suffer severe penalties and other consequences if our agents or personnel are found to be corrupt or to violate anti-bribery laws.

Our business is subject to U.S. laws that generally prohibit companies and personnel from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are subject to the anti-bribery laws of any other countries in which we may conduct business. Even though our policies and procedures mandate compliance with these anti-corruption and anti-bribery laws, our personnel or other agents may, without our knowledge and despite our efforts, engage in prohibited conduct for which we may be held responsible. We cannot assure that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty, or other inappropriate acts committed by our affiliates, personnel, contractors, or agents. If our personnel or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition, and results of operations.

Anticipated relaxation of regulatory restraints may not materialize.

Currently, the market for THC cannabinoids in the United States is severely restricted by the federal regulatory position listing cannabis as a Schedule I controlled substance, which prohibits cannabis in interstate commerce, with attendant secondary and tertiary adverse effects. Accordingly, intrastate production, transportation, and sale of cannabis and cannabis-related products are regulated on a state-by-state basis. Although in recent years several states have changed their laws to legalize and tax cannabis and cannabis-related products for medical or recreational use, we cannot predict whether this trend will continue or whether the federal government will take similar action. We expect the disparity between federal and state cannabis legalization and regulation will continue. The continuation of the current regulatory regime may limit the commercialization of our licensed technology.

The Rohrabacher-Farr Amendment may not be renewed.

The Rohrabacher–Farr amendment (also known as the Rohrabacher–Blumenauer amendment) prohibits the U.S. Department of Justice (“DOJ”) from spending funds appropriated by Congress to enforce the tenets of the CSA against the medical cannabis industry in states that have legalized such activity. On March 15, 2022, the amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill and will be effective through October 31, 2022. We cannot assure that the federal government will not seek to prosecute cases involving medical cannabis businesses that are otherwise compliant with state law. Potential proceedings could involve significant restrictions being imposed upon us or our commercial partners, which could have a material adverse effect on us.

We and our commercial partners may have difficulty accessing the services of banks, which may make it difficult to sell our products and services.

Federal and federally insured state banks currently do not do business with companies that grow and sell cannabis products on the stated ground that growing and selling cannabis is illegal under federal law. Financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under certain federal statutes, including the BSA. Guidance issued by the Financial Crimes Enforcement Network, a division of the U.S. Department of the Treasury, clarifies how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the BSA. Furthermore, supplemental guidance from the DOJ directs federal prosecutors to consider the enforcement priorities enumerated in the so-called “Cole Memo,” issued on August 29, 2013, under the Obama Administration, when determining whether to charge institutions or individuals with any of the financial crimes based upon cannabis-related activity. However, in January 2018, under the Trump Administration, the DOJ issued a policy memorandum on federal marijuana enforcement announcing a return to the rule of law and rescinding previous guidance documents, including the Cole Memorandum. In this memorandum, Attorney General Jeff Sessions directed U.S. Attorneys to determine whether to pursue prosecution of cannabis activity based upon the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of crimes on the community. In his February 2021 congressional testimony, then-nominee for U.S. Attorney General, Merrick Garland, stated that he would reinstitute a version of the Cole Memorandum and reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans “complying with the laws in states that have legalized and are effectively regulating marijuana,” in written responses to the Senate Judiciary Committee. However, to date, the DOJ has not taken any formal steps respecting this matter. Therefore, banks remain hesitant to offer banking services to cannabis-related businesses, which continue to encounter difficulty accessing banking services. We cannot assure that we will be able to avoid being considered by financial institutions to be engaged in the cannabis industry, which would adversely affect our banking relationships. Our inability to maintain bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical, and security challenges that could result in our inability to implement our business plan.

We are subject to certain federal regulations relating to currency transactions.

The BSA requires us to report currency transactions of over $10,000, including identification of the customer by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect, or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements, and to verify sources of funds. We may be pressured by commercial partners to accept cash payments in view of the federal regulation of banks that restricts commercial partners’ access to banks. If we fail to comply with these laws and regulations, the imposition of substantial penalties could have a material adverse effect on our business, financial condition, and results of operations. Increasingly, foreign jurisdictions in which we may do business have similar regulatory regimes.

We are subject to risk of civil asset forfeiture.

Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry that is either used in conducting such business, or was obtained with the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property is never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

Our commercial partners may be subject to compliance with laws and regulations governing cannabis in foreign jurisdictions.

Our ability to commercialize our licensed technology in foreign jurisdiction within our licensed territory may be contingent, in part, upon our prospective commercial partners obtaining approval and complying with applicable regulatory requirements enacted by those governmental authorities. We cannot predict the effect to our business of foreign compliance regulations on our commercial partners in producing and manufacturing cannabinoids, the length of time to secure appropriate regulatory approvals to use our licensing technology and process, or the extent of testing and documentation that may be required in those jurisdictions. Delays in obtaining, or failing to obtain, regulatory approvals may negatively affect the development of commercialization arrangements with these partners and could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We anticipate that both we and our commercial partners will incur ongoing costs and obligations related to regulatory compliance. Failure by us or our commercial partners to comply with regulations may result in additional costs for corrective measures, penalties, or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations, increase compliance costs, or give rise to material liabilities, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Prohibitions or restrictions from investing in, or transacting business with, companies in the cannabis industry may have an adverse effect on our operations.

Certain jurisdictions may prohibit or restrict their citizens or residents from investing in, or transacting business with, companies involved in the cannabis industry, even if such companies only conduct business in jurisdictions where cannabis is legal, or the companies are not directly engaged in the cultivation, production, manufacturing, or sale of cannabis-derived products. Similar prohibitions or restrictions may apply in other jurisdictions where cannabis has not been legalized. In the United States, there have been certain instances of the U.S. Customs and Border Protection preventing citizens of foreign countries from entering the United States for reasons related to the cannabis industry.

We may rely on foreign advisors and consultants respecting local legal, regulatory, or governmental requirements or business practices.

The legal and regulatory requirements in the foreign countries in which we may operate respecting the cultivation, production, manufacturing, and sale of cannabis and cannabis-related products by our intended commercial partners, as well as banking systems and controls and local business culture and practices, are different from those in the United States. Although members of our management may have previous experience working and conducting business in these countries, we may retain and rely on local consultants, advisors, legal counsel, and other expert professionals to keep apprised of legal, regulatory, and governmental developments as they pertain to our business, banking, financing, labor, litigation, and tax matters in these jurisdictions. Any changes in the local legal, regulatory, or governmental requirements or business practices are beyond our control and may adversely affect our business, financial condition, and results of operations.

There remains doubt and uncertainty that we will be able to legally enforce contracts.

It is a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Because cannabis remains illegal at a federal level, judges in multiple U.S. states have on several occasions refused to enforce contracts relating to the cannabis industry, including for the repayment of money when the loan was used in connection with activities that violate federal law, even if there is no violation of state law. There remains doubt and uncertainty that we will be able to legally enforce contracts we enter, if necessary. We cannot assure that we will have a remedy for breach of contract, which could have a material adverse effect on our business, revenues, operating results, financial condition, and prospects.

We would suffer severe penalties and other consequences if we or our agents are found to be in violation of the Foreign Corrupt Practices Act or anti-bribery laws.

Our business is subject to U.S. laws that generally prohibit companies and personnel from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are subject to the anti-bribery laws of any other countries in which we may conduct business. Even though our policies and procedures mandate compliance with these anti-corruption and anti-bribery laws, our personnel or other agents may, without our knowledge and despite our efforts otherwise, engage in prohibited conduct for which we may be held responsible. We cannot assure that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty, or other inappropriate acts committed by our affiliates, personnel, contractors, or agents. If our personnel or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition, and results of operations. 

Our business may be adversely affected by the environmental regulations and compliance relatedapplicable to the businesses of our sublicensees.commercial partners.

We do not anticipate that our future business activities will subject us to any direct environmental compliance regulations.

However, the operations of our sublicenseescommercial partners may be subject to environmental regulation in the various jurisdictions in which they operate. These regulations may mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. The processes and media formulations that are parts of our licensed technology must be applied, used, and discarded in accordance with these requirements. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and personnel.employees. We cannot assure that future changes in environmental regulation, if any, will not adversely affect the operations of a sublicensee,commercial partners or sublicensees, which in turn will affect our operations.

Government approvals and permits are currently and may in the future be required in connection with the operations of our sublicensees.commercial partners. To the extent such approvals are required and not obtained, our sublicenseescommercial partners may be curtailed or prohibited from production of adult-use or medical cannabis-related products, delaying the development of our operations as currently proposed.

Failure to comply with applicable environmental laws and regulations could subject our sublicenseescommercial partners to regulatory or agency proceedings or investigations and may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include damage awards, fines, penalties, or corrective measures requiring capital expenditures or remedial actions. Our sublicenseescommercial partners may be required to compensate those suffering loss or damage by reason of their operations using our technology and civil or criminal fines or penalties may be imposed for violations of applicable laws or regulations.

These events would negatively impact our operations.

We will be subject to Federal Trade Commission and state regulation of business opportunities in connection with our sublicensingcommercialization activities.

We must comply with regulations adopted by the U.S. Federal Trade Commission or FTC,(the “FTC”) and several state laws that regulate the offer and sale of business opportunities. The FTC and certain state laws require that we furnish prospective sublicenseescommercial partners with a business opportunity disclosure document containing information prescribed by theapplicable FTC rules and applicable state laws, rules, and regulations, including, for example:

·whether legal action has ever been taken against us; 

·whether there is a cancellation or refund policy for the business transaction; 

·any claims that the buyer (sublicensee)a commercialization partner will earn a specific amount of money through the business opportunity; and 

·references for our company. 

We cannot assure that any disclosure document that we use will comply with the FTC rules and applicable state disclosure requirements. Our failure to meet applicable business opportunity requirements may expose us to regulatory sanctions, civil liability to commercial partners, and business interruptions while we bring disclosure into regulatory compliance and civil liability to sublicensees.compliance.

Risks Related to our Company

Certain of our officers and directors have been and are subject to substantial conflicts of interest in dealings with Cell Science and others.

Since 2018 until very recently, a majority or all of our directors were or are also affiliates of Cell Science, the licensor of the intellectual property on which our business activities are based, and its affiliates. Accordingly, the terms of the following were not the result of arm’s-length negotiations:

·the Integrated License Agreement; 

·the July 2021 reduction in the technical requirements of the efficacy demonstration and the agreement to accept test results to date as warranting release from cancellation of 184,000,000 shares issued under the Integrated License Agreement and the amount of the credits to reduce the amount of the one-time payment note; 

·the terms of our office sharing agreement; 

·the ownership of improvements to the licensed technology; 

·the amounts and repayment terms of certain intercorporate advances; and 

·other interpretation and administrative decisions. 

These conflicting interest transactions directly and indirectly benefited the affiliates of the directors with a conflict of interest. These conflicts are likely to continue. We do not have policies or procedures in place to resolve any conflicts of interest in our favor. We have no governance policy to preclude or limit decisions with related parties.

Our Code of Ethics may not apply or may be waived.

We have adopted a Code of Ethics that requires our board of directors to refrain from approving any transaction that is not in our best interests and is not on terms at least as favorable to us as could be obtained as a result of arm’s-length negotiations between unrelated parties in a similar situation. We have not adopted any other policy respecting decisions involving conflicts of interest and cannot assure that any such issues will be resolved in our favor. We cannot assure that the Code of Ethics has or will apply to all potential conflicts or that its provisions will not be waived.

The impact of the COVID-19 pandemic on our business, financial position, and results of operations continues to be unpredictable and will likely continue to have negative effects on our business and results of operations and commercialization of the licensed intellectual technology.

The impacts of the COVID-19 pandemic continue to be highly unpredictable and volatile in the light of the potential for a resurgence of infection rates or because of future mutations, variants, or related strains of the virus. Recent years have demonstrated the widespread and varying impacts of the pandemic on certain business operations, costs of doing business, supply chain operations, the extent and duration of measures to try to contain the virus (such as travel bans and restrictions, quarantines, shelter-in-place orders, business and government shutdowns, and other restrictions on retailers), and our ability to predict future performance, among other things.

For us, the COVID-19 pandemic substantially delayed efforts to test the commercial efficacy of our licensed technology and resulted in additional costs and delays. These costs and delays continue as we proceed with our engineering and commercialization efforts.

The duration and magnitude of the impacts from the COVID-19 pandemic impacts on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable adverse economic effects on our business and on the worldwide economy are proving to be ongoing and broad. There are high probabilities of reoccurring widespread or localized outbreaks of existing new virus strains that may continue for many months, that may result in further government-ordered vaccination mandates, lockdowns, stay-home or shelter-in-place orders, social distancing, restrictions on travel, and other extensive measures. Government-approved vaccines have not been accepted by some people and are not widely available in all countries. Effective treatments for those infected by the virus are not always reliable, may not be widely available, and may not be widely accepted. We cannot predict the effect of these circumstances on us and our vendors, suppliers, and potential commercial partners, the global economy and political conditions, and the health of our personnel, consultants, and their families, all of which will affect how quickly and to what extent normal economic and operating activities can resume.

Even if the COVID-19 pandemic subsides, we may continue to experience an adverse effect on our business because of its global economic impact, labor shortages, and supply chain disruptions, as well as the prospect of inflation or a recession. These circumstances will likely exert similar hardships on those with which we deal, such as vendors, shippers, distributors, and potential commercial partners. As a result, we will need to continue to adjust our business and expenditures to correlate our activities with business exigencies, including restrictions on executive and employee travel, hiring freezes or delays, and limitations on marketing. The ultimate financial impact and duration of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.

The auditor’s reports for the years ended July 31, 2021 and 2020, contain explanatory paragraphs about our ability to continue as a going concern.

We have not generated revenue and have limited capital. We have incurred losses since inception resulting in an accumulated deficit of $20,880,418 as of July 31, 2021. Our auditor stated in its report on our audited financial statements that it has substantial doubt that we will be able to continue as a going concern without further financing. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain profitable operations and to obtain acceptable financing in the interim period.

We anticipate that any additional funding that we obtain will be in the form of equity financing from the sale of our common stock or debt. However, we cannot assure that we will be able to raise sufficient funding from the sale of our common stock or be able to obtain debt financing. The risky nature of our business enterprise and our lack of revenue may place debt financing beyond the creditworthiness required by most banks or typical investors in corporate debt until such time as we generate recurring revenue from technology commercialization. We do not have any arrangements for any future equity financing. If we are unable to secure additional funding, we will cease or suspend operations. We have no plans, arrangements, or contingencies in place if we cease operations.

We have identified material weaknesses in our internal control over financial reporting that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.

Our management, which is responsible to establish and maintain internal control over financial reporting, has concluded that our internal controls and procedures were not effective due to the following material weaknesses:

•lack of appropriate segregation of duties; 

•lack of control procedures that include multiple levels of supervision and review; and 

•lack of full-time executive personnel to oversee financial reporting and controls. 

Because of these factors, we have failed to: (i) maintain records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements. As a result of these weaknesses, we were unable to file timely our Annual Report on Form 10-K for the year ended July 31, 2021, and have amended our quarterly reports on Form 10-Q for the fiscal quarters ended October 31, 2020, January 31, 2021, and April 30, 2021, and our Annual Report on Form 10-K for the year ended July 31, 2021, to correct the initial filings or add omitted information. We have not implemented curative measures to address these weaknesses.

We have a limited operating history.

We were incorporated in 2008 but had little or no activity until we obtained license rights to cell-extraction and replication technology for commercial cannabinoid production in late 2018. However, we have not completed required planned engineering, so we have not commenced commercialization in this technology to generate revenue. Therefore, we are subject to the risks common to early-stage enterprises, including undercapitalization, few personnel, limited financial and other resources, and lack of revenues. We cannot assure that we will be successful in achieving a return on our stockholders’ investments. Our likelihood of success must be considered in the light of our early stage of operations.

We have not generated any revenue since our inception, and we may never achieve profitability.

We are a development-stage company that has not generated any revenue. If the planned product refinement and customization meets the requirements of prospective partners so we can launch our commercialization effort, our expenses are expected to increase significantly before we can begin generating revenue. Even as we begin to market and commercialize our licensed technology, we expect our losses to continue because of ongoing sales and marketing expenses, technology transfer costs, research and development, and other operational matters. These losses, among other things, have had and will continue to have an adverse effect on our working capital, total assets, and stockholders’ equity. Because of the numerous risks and uncertainties that we will encounter, we are unable to predict if or when we will become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and then maintain profitability, our business, financial condition, and results of operations will be negatively affected, and the market value of our common stock will likely decline.

Our ability to successfully implement a commercialization strategy does not ensure our profitability.

We cannot assure that our strategy of commercializing our technology through third-party cannabinoid producers, even if we enter several or multiple arrangements, will generate sufficient revenue to meet related costs and result in a profit. We will incur operating costs in marketing our technology, completing commercialization arrangements, providing technical and operational support to our commercial partners, and otherwise operating our business. We cannot assure that our revenue will offset these costs. We may not be profitable.

We are a smaller reporting company, which reduces our reporting obligations.

We are currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company, and we have a public float of less than $3.5 million and had annual revenues of less than $50.0 million during the most recently completed fiscal year. Because we are a smaller reporting company, the disclosure required in our SEC filings is less than it would be if we were not considered to be a smaller reporting company. Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation on the effectiveness of internal control over financial reporting, are required to provide only two years of audited financial statements in annual reports, and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

Unsolicited takeover proposals may distract management and adversely affect our business.

The review and consideration of any takeover proposal may be a significant distraction for our management and personnel and could require the expenditure of significant time and resources by us. Moreover, any unsolicited takeover proposal may create uncertainty for our personnel that may adversely affect our ability to retain key personnel and to hire new talent. Management and employee distractions related to any such takeover proposal also may adversely impact our ability to optimally conduct our commercialization program and otherwise advance our business and pursue our strategic objectives. An unsolicited takeover proposal may also create uncertainty for our commercial partners, suppliers, and other business partners, which may cause them to terminate, or not to renew or enter, arrangements with us. The uncertainty arising from unsolicited takeover proposals and any resulting costly litigation may disrupt our business, which could result in an adverse effect on our business, financial condition, and results of operations.

We rely on key personnel and consultants.

Our success is dependent upon the ability, expertise, judgment, discretion, and good faith of our executive management and consultants and our ability to continue to attract, develop, motivate, and retain highly qualified and skilled personnel and consultants. We rely on scientific advice from Dr. Peter Whitton, the inventor of the cell-extraction and replication technology on which our business is based, who has numerous other commitments and demands on his attention. Qualified, experienced individuals and cannabis industry consultants, such as our principal technical consultant, are in high demand, and we may incur significant costs to engage them. The loss of the services of our executive management or consultants, or an inability to attract other suitably qualified persons when needed, could have a material adverse effect on our ability to execute our business plan and strategy, and we may be unable to find adequate replacements on a timely basis or at all. We have no key-man life insurance on any of our employees or consultants.

We may incur product liability claims related to the application of the intellectual property we commercialize for cannabinoid production.

Our potential commercial partners producing cannabinoids will face an inherent risk of exposure to third-party product liability claims, regulatory action, and litigation, which would expose us to potential liability if our processes, procedures, or medium formulations are alleged to have caused significant loss or injury. In addition, the sale of products produced by a commercial partner using intellectual property involves the risk of injury to consumers due to product contamination or tampering by unauthorized third parties. Previously unknown adverse reactions could occur resulting from human consumption of such products alone or in combination with other medications or substances. We may be subject to various third-party product liability claims, including claims that the products produced using the licensed technology caused injury or illness, that such products did not include adequate warnings concerning possible side effects or interactions with other substances, or that the use of the licensed technology did not include adequate instructions for use.

Product liability claims or regulatory actions against us could result in increased costs, adversely affect our reputation generally with existing or potentially new commercial partners, and have a material adverse effect on our results of operations and financial condition. Although we are also currently pursuing additional insurance coverage for product liability claims, such insurance is expensive, and we cannot assure that we will be able to obtain desired insurance coverage on acceptable terms or at all. Any insurance coverage we maintain will be subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. Our inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the licensed technology.

Our business could be adversely impacted by failures or interruptions of information technology systems and potential cyber-attacks.

Our business will depend on information technology hardware, software, telecommunications, and other services and systems we obtain from third parties. Therefore, our operations depend, in part, on how well we and our suppliers protect networks, equipment, information technology systems, and software against damage from numerous threats, including damage to physical facilities, capacity limitations, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, and theft. Our operations also depend on the timely maintenance, upgrade, and replacement of networks, equipment, information technology systems, and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures and delays or increased capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any failure, adversely impact our reputation and results of operations.

We may also be subject to cyber-attacks or other information security breaches, and we cannot assure that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, we will prioritize cybersecurity and the continued development and enhancement of controls, processes, and practices designed to protect systems, computers, software, data, and networks from attack, damage, or unauthorized access. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Ongoing domestic and international financial conditions will adversely affect our business and operations, our prospective commercial partners, the cannabinoid industry, and the world generally.

In recent years, global commercial and financial markets have experienced significant reoccurring disruptions, including severely diminished liquidity and credit availability, larger levels of sovereign and individual indebtedness, increased trade tariffs and barriers, supply chain delays or failures, declines in consumer confidence, declines in economic growth, increased unemployment, and uncertainty about economic stability. We cannot assure that significant deterioration in credit and financial markets, prevailing interest rates, international trade, and confidence in economic conditions will not occur in the future. Any economic downturn, volatile business environment, or continued unpredictable and unstable market conditions could have a material adverse effect on our business, financial condition, and results of operations.

Further, global credit and financial markets have displayed arguably increased volatility in response to global economic, pandemic, or political events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices, or sovereign defaults. These factors may impact our ability to obtain equity or debt financing in the future, and if obtained, on terms favorable to us. Increased levels of volatility and market turmoil can adversely impact our operations and value, including the price of our common stock.

We cannot assure that we will be able to compete successfully.

We expect significant competition from other companies offering cannabinoid production technologies or producing, transporting, or marketing cannabinoids. We believe that competition in the commercial cannabinoid industry is based primarily on price per unit; predictable and replicable product flavor, aroma, CBD or THC concentration; and ease and predictability of regulatory compliance. Price per unit of production will be based on the cost of amortizing capital expenditures and covering production and operating costs, and we cannot assure that production using our licensed technology will enable commercial partners to compete on these terms. Our potential commercial partners’ principal known competitors have established production, transportation, and marketing infrastructure and market recognition in the multiple states in which they operate and are well capitalized with experienced management and technical resources. Numerous companies appear to be applying for cultivation, processing, and sale licenses, some of which may have significantly greater financial, technical, marketing, and other resources than we have. These competitors may be able to devote greater resources to the development, promotion, sale, and support of their products and services, and may have more extensive customer bases and broader customer relationships. We may be at a competitive disadvantage to live-grow plant producers because of the lack of established regulatory accommodation of plant cell-extraction and replication production methods. To the extent that we are not able to market and enter enough commercialization arrangements, our business, financial condition, and results of operations could be materially and adversely affected.

We may not have a competitive price advantage as compared to producers of CBD containing less than 0.3% THC from hemp, which was sanctioned in 2018 under the Agriculture Improvement Act.

Risks Related to our Common Stock

The market for our common stock is volatile.

The market price of our common stock may behas been volatile and subject to wide fluctuations in price and trading volume in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of our common stock to sell their securities at an advantageous price or at all. There is extremely limited trading volume in our common stock, with no transactions for many consecutive trading days.

Market price fluctuations in our common stock may be due to the quotation or transaction volume our results of operations or public releases failing to meet market expectations, negative news about us or the cannabis industry, adverse changes in general market conditions or economic trends, social media activity outside our control, or other material public announcements by us or others. Financial markets for the stock of smaller capitalized companies historically hashave experienced significant price and volume fluctuations that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies. Accordingly, the market price of our common stock may decline even if our results of operations, underlying asset values, or prospects improve or do not change. We cannot assure that continuing fluctuations in price and volume of our common stock will not occur. If increased levels of volatility and market turmoil continue, our ability to obtain capital from external sources, the trading price of our common stock, and our operations could be adversely affected.

We will continue to be controlled by our principal stockholders.

Cell Science owns of record and its stockholders and their respective affiliates own beneficially four shares of Series A Preferred Stock, which hasrepresenting 100% of our outstanding Series A Preferred Stock. The super voting rights of the Series A Preferred Stock entitle its holder to voting power equivalent to four times the aggregate voting power of all other outstanding common and preferred stock outstanding, or 1,204,731,932 votes. Cell Science is owned by Inter-M Traders FZ LLE (40%), Mentone Ltd (30%), and The OZ Corporation (30%), and each of the foregoing is deemed to beneficially own the four (4) shares of Preferred Stock owned by Cell Science. Therefore, the holders of the preferred stock now have and will continue to have 80% voting controlof all votes on all matters submitted to the stockholders for consideration. includingconsideration, voting together as a single class, which enables Cell Science directly, and its controlling stockholders indirectly, to control the election of our directors and the approval or disapproval of all other matters, including mergers, the sale of all or substantially all of our assets, liquidation, and the adoption or amendment of provisions in our articles of incorporation and bylaws. See “Security Ownership

Inter-M Traders FZ, LLE is currently the beneficial owner of Certain Beneficial Owners116,783,555 shares of common stock, representing 38.77% of our outstanding common stock, and Management.”as a result of its 40% ownership of Cell Science is deemed to be the beneficial owner of four (4) shares of Series A Preferred Stock.

Mentone Ltd. is currently the beneficial owner of 6,000,000 shares of common stock, representing 1.99% of our outstanding common stock, and as a result of its 30% ownership of Cell Science is deemed to be the beneficial owner of four (4) shares of Series A Preferred Stock. Mentone Ltd. is owned and controlled by Peter Whitton (a director) who is currently the beneficial owner of 23,943,562 shares of common stock, representing 7.951% of our outstanding common stock, Geoffrey Dixon who is currently the beneficial owner of 23,952,188 shares of common stock, representing 7.95% of our outstanding common stock, and Karl Watkin who, through his Company, Menelaus Holding FZ LLC, is currently the beneficial owner of 26,952,187 shares of common stock, representing 8.95% of our outstanding common stock.

OZ Corporation is owned and controlled by John R. Munoz.  OZ Corporation is currently the beneficial and owner of record of 10,980,994 shares of common stock directly, and John R. Munoz is currently the beneficial owner of 3,168,000 shares of common stock, which in the aggregate represent 5.08% of our outstanding common stock.  OZ Corporation, and John R. Munoz as a result of OZ Corporation’s 30% ownership of Cell Science is deemed to be the beneficial owner of four (4) shares of Series A Preferred Stock

We may issue common stock in the future, which may dilute a shareholder’sstockholder’s holdings in our company, including the investors in this offering, or have a negative effect on the market price of our stock.

We may sell equity securities (including convertible securities) in offerings, which may dilute a shareholder’sstockholder’s holdings in our company. Our articles of incorporation grant our board of directors’directors discretion to issue, sell, and determine the price and terms of additional preferred or common stock, including at prices less than the current market price per share. Our stockholders do not have preemptive rights. Moreover, additional common stock will be issued by us on the exercise of options under our stock option plan.plan or warrants. Any transaction involving the issuance of preferred or

common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our security holders, including the investors in this offering.

Sales of substantial amounts of our securities by us or our existing stockholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute an investor’s per-share earnings, if any. A decline in the market prices of our securities could also impair our ability to raise additional capital through the sale of securities should we desire to do so.

Limited trading volumes for our common stock may limit the ability of our stockholders to obtain liquidity.

Due to the limited trading volume for our common stock, our stockholders may be unable to sell any or large quantities of our common stock into the public trading market without a significant reduction in the price of their common stock. We cannot assure that there will be sufficient liquidity of the common stock on the trading market and that we will continue to meet the listing requirements of any public listing exchange or quotation medium.

We do not anticipate paying dividends.

We do not have earnings from which to pay dividends and have no current intention to declare dividends, even if we were to become profitable. If we were to achieve earnings, any discretionary decision to pay dividends would depend on, among other things, our results of operations, current and anticipated cash requirements and surplus, financial condition, future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law, and other factors that our board of directors may deem relevant. Rather than pay dividends, we anticipate that we will retain earnings to fund expansion and growth.

Our status asThe regulated nature of our business may impede or discourage a prior shell company adversely affects our stockholders under Rule 144.takeover.

On June 12, 2020, we filedOur business is subject to cannabinoid industry direct and indirect regulatory or licensing requirements that may not necessarily continue to apply to an acquirer of our business following a Current Report on Form 8-K reporting that we were no longerchange of control. These licensing requirements could impede a “shell company,” as that term is defined in Rule 405merger, amalgamation, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for common stock, which under certain circumstances could reduce the market price of the Securities Act of 1933, as amended (“Securities Act”) and Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). On filing that Form 8-K, we completed our “Form 10 Information” showing that we had material assets and operations. This has several consequences, including making Rule 144 available to our stockholders for the resale of stock owned by them commencing June 12, 2021 (i.e. one year after Form 10 information was filed). Thus, until date that, Rule 144 will not be available for the resale of the securities issued before June 12, 2021.common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling stockholders.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of common stock covered by this prospectus may actually be sold will be determined based on the prevailing public marketoffered at a fixed price for shares of common stock, by negotiations between the selling stockholders and buyers of the common stock$1.00 per share, in private transactions, or as otherwise described inunder the heading “Plan of Distribution.Distribution”, until such time as our common stock is listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time the shares may be offered and sold at prices based on the prevailing public market for our stock, as negotiated in private transactions, or as otherwise described under the heading “Plan of Distribution,” directly or through agents or broker-dealers on behalf of the selling stockholders.

DILUTION

The resale of the shares of common stock under this prospectus will not dilute the ownership interests of our existing stockholders.

SELLING STOCKHOLDERS

This prospectus covers the resale from time to time by the selling stockholders identified in the table below of up to 115,964,93335,705,395 shares of our common stock, $0.001 par value, including 39,483,89735,132,060 shares to be sold by our affiliates.

We are registering the shares to permit the selling stockholders and any of their pledgees, donees, transferees, assignees, and successors-in-interest to sell, from time to time, sell any or all of the shares through public or private transactions at prevailing market prices,a fixed price of $1.00 per share, until such time as our common stock is listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time the shares may be offered and sold at prices related tobased on the prevailing public market prices or at privatelyfor our stock, as negotiated prices of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions, when andor as they deem appropriate inotherwise described under the manner described inheading “Plan of Distribution.” As of the date of this prospectus, there are 300,114,000301,182,983 shares of our common stock issued and outstanding.

The following table sets forth, as of the date of this prospectus, the name of each selling stockholder, the number of shares of our common stock beneficially owned by each selling stockholder prior to the offering for resale of the shares under this prospectus, the number of shares and percentage of our common stock beneficially owned by each selling stockholder that may be offered from time to time under this prospectus, and the number and percentage of shares of our common stock beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder.stockholder). The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect torespecting share ownership has been furnished by the selling stockholders.

______________

** If one percent1% or more.more, and represents the percentage of the outstanding shares of common stock held directly by the named selling stockholder.

(A)Inter-M Traders FZ LLE is ownedThere are 301,182,983 shares of common stock and controlled by Demetri Michalakis, who is deemed to beneficially own the shares owned by it. Such persons are also deemed the beneficial owners of four (4) shares of Series A Preferred Stock owned beneficially through Cell Science, which together with theiroutstanding. Each share of Series A Preferred Stock has voting rights equal to four (4) times the aggregate votes of the total number of shares of common stock constitutes 88.20%issued and outstanding plus the total number of votes of all other classes of preferred stock issued and outstanding, divided by the voting powernumber of the Company.  See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

(B)Mentone Ltd. is owned by Peter Whitton (a director), Geoffrey Dixon, and Karl Watkin, each of whom is deemed the beneficial owner of shares owned by Mentone, Ltd. Such persons are also deemed the beneficial owners of four shares of Series A Preferred Stock issued and outstanding, which have an equivalent of 1,204,731,932 votes. Cell Science Holding Ltd. (“Cell Science”) is the beneficial and owner of record of the 4 shares of Series A Preferred Stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) which generally attribute beneficial ownership of securities to person, entity or group that directly or indirectly has or shares voting power or investment power with respect to those securities and includes the power to dispose, or direct the disposition of such securities, and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants, preferred stock or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days.

To calculate a stockholder’s percentage of beneficial ownership of common stock, we must include in the numerator and denominator those shares of common stock underlying options, warrants and convertible securities that such stockholder is considered to beneficially own. Shares of common stock underlying options, warrants and convertible securities held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

⁽¹⁾Mr. Dixon is the beneficial and of owner of record of 23,952,188 shares of Common Stock and 6,000,000 shares of Common Stock owned beneficially throughby Mentone Ltd., of which Mr. Dixon is a 33% owner.  Mentone Ltd., is a 30% owner of Cell Science which together with their common stock, constitutes 85.86%owns four (4) shares of Series A Preferred Stock, Therefore Mr. Dixon is deemed a beneficial owner of 81.99% of the voting power of the Company.our company. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 

(C)⁽²⁾The OZ CorporationInter-M Traders FZ LLE is owned and controlled by John R. Munoz. The common stockPetros Charalambous. Inter-M Traders FZ LLE owns 40% of Cell Science, which in turn beneficially owned consists of 10,315,897 shares of common stock owned beneficially and of record by The OZ Corporation and 3,168,000 shares owned beneficially and of record by John R Munoz,owns the owner of The OZ Corporation. Such persons are also deemed the beneficial owners of four shares of Series A Preferred Stock owned beneficially through Cell Science, which together with their common stock, constitutes 80.93%Stock. Therefore, Petros Charalambous is a beneficial owner of 87.75% of the voting power of the Company.our company. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 

⁽³⁾OZ Corporation is owned and controlled by John R. Munoz. OZ Corporation owns 30% of Cell Science, which in turn beneficially owns the four shares of Series A Preferred Stock. Therefore, John R. Munoz is a beneficial owner of 80.73% of the voting power of company.  See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 

⁽⁴⁾Mr. Whitton is the beneficial and of owner of record of 23,943,562 shares of Common Stock owned directly, 6,000,000 shares of Common Stock owned by Mentone Ltd., of which Mr. Whitton is a 34% owner, and 100,000 shares of Common Stock which Mr. Whitton currently has or will have within 60 days the right to acquire pursuant to stock options, and four (4) shares of Series A Preferred Stock owned beneficially through Cell Science, of which Mentone Ltd., is a 30% owner. Therefore Mr. Whitton is deemed a beneficial owner of 81.99% of the voting power of our company. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 

We agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) to register the resale of 114,000573,335 shares of common stock sold by us during 2020,2021 and are also registering shares of the certain affiliates and the non-affiliate shareholders to provide liquidity to such shareholders.them. There are no other agreements between us and any selling stockholder pursuant to which the shares subject to this registration statement were issued. Except as noted above, none of the selling stockholders has ever been our executive officer or director or has had a material relationship with us at any time within the past three years.

Beneficial ownership is determined in the above table in accordance with the rules of the SEC and includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within sixty (60)60 days through the exercise of any option, warrant, or right, through conversion of any security, or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account, or similar arrangement.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees, and successors-in-interest may, from time to time, sell any or all of their shares of common stock at a fixed price of $1.00 per share, in private transactions, or as otherwise described under the heading “Plan of Distribution.”  At such time as our common stock is listed on any stocka national securities exchange market, or trading facilityquoted on whichthe OTC Bulletin Board, OTCQX, or OTCQB, the shares are traded or quoted or in private transactions. These sales may be offered and sold at prices based on the prevailing public market for our stock, or at fixed or negotiated prices.  The selling stockholders may use any one or more of the following methods when selling shares:

·ordinary brokerage transactions and transactions in which the broker-dealer solicits investors; 

·block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; 

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 

·an exchange distribution in accordance with the rules of the applicable exchange; 

·privately negotiated transactions; 

·to cover short sales made after the date that the registration statement, of which this prospectus is a part, is declared effective by the SEC; 

·agreements with broker-dealers to sell a specified number of such shares at a stipulated price per share; 

·a combination of any such methods of sale; and 

·any other method permitted pursuant to applicable law. 

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares owned by them, and if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgees or secured parties as selling stockholders under this prospectus.

Upon notification in writing to us by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution, or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required,

pursuant to Rule 424(b) under the Securities Act, disclosing: (i) the name of each such selling stockholder and of the participating broker-dealer(s); (ii) the number of shares involved; (iii) the price at which such shares of common stock were sold; (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), when applicable; (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and (vi) other facts material to the transaction. In addition, upon notification in writing to us by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.laws.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees, or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with suchthe sales. In such event, any commissions received by suchthe broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions, and similar selling expenses, if any, that can be attributed to the sale of Sharesshares will be paid by the selling stockholder or the purchasers.

When the Registration Statementregistration statement becomes effective, we will advise and inform selling stockholders in writing how they can use and deliver the prospectus to sell their shares. If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible to complyfor complying with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, promulgated, including, without limitation, Regulation M, as applicable to such selling stockholders in connection with resales of their respective shares under this Registration Statement.registration statement.

We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock.

DESCRIPTION OF SECURITIES

The following description of our securities, including all material provisions of our common stock and provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, is only a summary.

We are authorized to issue 550,000,000 shares of capital stock, comprised of 50,000,000 shares of preferred stock, par value $0.001 per share, and 500,000,000 shares of common stock, $0.001 par value per share.

As of March 5, 2021,November 22, 2022, we had four shares of preferred stock issued and outstanding, 300,114,000301,182,983 shares of common stock issued and outstanding, and 1,200,00012,418,085 and 15,000,000 shares of common stock reserved for issuance on the exercise of outstanding options.options and warrants, respectively.

Common Stock

Holders of our common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Holders of common stock do not have cumulative voting rights. Our bylaws provide that a majority of the shares of stock entitled to vote, represented in person or by proxy, constitutes a quorum for stockholders’ meetings. Accordingly, the holders of more than 50% of the total voting rights on matters presented to our stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares would not be able to elect any such directors. The vote of the holders of a majority of the shares of our stock entitled to vote on matters submitted to our stockholders, including holders of our Series A Preferred Stock described below, is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. We seek growth and expansion of our business through the reinvestment of profits, if any, and do not anticipate that we will pay dividends on the common stock in the foreseeable future.

Holders of our common stock have no preemptive rights to acquire additional shares of common stock or other securities. Our common stock is not subject to redemption and has no subscription or conversion rights. In the event of our liquidation, dissolution, or winding up, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities and the payment of any liquidation preferences.

All outstanding shares of our common stock are validly issued, fully paid, and nonassessable.

Preferred Stock

Our articles of incorporation authorize us to issue up to 50,000,000 shares of preferred stock. We currently have designated: (a) four shares of preferred stock as Series A Preferred Stock, par value $0.001 per share; and (b) 10,000,000 shares of preferred stock as Series B Preferred Stock, par value $0.001 per share.

Series A Preferred Stock

We have four shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has voting rights equal to four times the aggregate votes of the total number of shares of common stock issued and outstanding plus the total number of votes of all other classes of preferred stock issued and outstanding, divided by the number of shares of Series A Preferred Stock issued and outstanding. Consequently, the holder of all four issued and outstanding shares of Series A Preferred Stock is able to unilaterally control the election of our board of directors and, ultimately, the direction of our company.

The shares of Series A Preferred Stock are not convertible into common stock or any other class of preferred stock. The shares of Series A Preferred Stock may only be issued in exchange for partial or full retirement of debt held by management, employees, or consultants or as directed by a majority vote of the board.

Series B Preferred Stock

There are no shares of Series B Preferred stock issued and outstanding.

The shares of Series B Preferred stock are convertible into shares of common stock pursuant to the holder’s conversion rights designed with regard to suchdesignated for the Series B Preferred Stock. Upon our liquidation, dissolution, or winding up, before any distributions or payment will be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock will be entitled to be paid out of our assets an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for the Series B Preferred Stock in excess of $100,000, $0.997 per share, plus all declared but unpaid dividends, for each share of Series B Preferred Stock. The shares of Series B Preferred Stock are anti-dilutive to reverse splits.

Each share of Series B Preferred Stock has 10 votes for the election of directors and any matter voted on by the stockholders.

Rights, Preferences, Privileges, Restrictions and Characteristics

The rights, preferences, privileges, restrictions, and characteristics of the classes of preferred stock are detailed in the respective certificates of designation to the articles of incorporation.

The foregoing summary description of the rights, preferences, privileges, restrictions, and characteristics of the common stock, Series A Preferred Stock, and Series B Preferred Stock does not purport to be complete, may not contain all information that is of interest to the reader, and is qualified in its entirety by reference to the full text of the articles of incorporation and certificates of designation to the articles of incorporation filed as exhibits in our SEC filings.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had or has, or is to receive,

in connection with the offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus, and the registration statement of which this prospectus is a part, have been audited by BF Borgers CPA, P.C. to the extent and for the periods set forth in its reportthis prospectus and appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

BUSINESS

Overview

We hold a license from Cell Science to plant cellcell-extraction and replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts—sometimes referred in the industryto as cannabinoids—exclusively in North andAmerica, Central America, and the Caribbean for medical, food additive, and recreational uses. Upon successful completion of a full-scale demonstration of

During our fiscal year ended July 31, 2021, we collaborated with Cell Science, through Dr. Peter Whitton, the commercial viabilityprincipal inventor of the technology and an affiliate of both Cell Science and us, to demonstrate application of the technology. In a July 2021 amendment to our license agreement with Cell Science, we altered the testing requirements and accepted the results then achieved, which required us to issue a one-year note for a one-time payment of $3.5 million, subject to specified setoffs, to obtain a fully paid license. In January 2022, and in lieu of any reduction to the one-time payment note, we agreed to accept assignment of all rights under the lease for the facility in which the laboratory that we used for the efficacy demonstration testing process is located, as well as all rights in all laboratory equipment and related assets used in the efficacy demonstration testing process.

During our most recent fiscal year completed on July 31, 2022, we expanded our consulting team to support our efforts to organize the launch of our commercialization efforts, identify possible sources of required financing, and initiate conversations with potential commercialization partners, particularly selected multi-state operators with established production, distribution, and marketing infrastructure, expertise, and financing. Conversations with some of these sources and potential commercialization partners continue, but we have not reached any definitive commitments, understandings, or agreements. We are continuing our efforts.

We propose to undertake additional work to determine the limits of the technology, maximize production efficiency, reduce production costs, and customize the process and products for potential commercialization partners, which we referbelieve will enhance our commercialization efforts. We intend to ascoordinate these efforts with the “Efficacy Demonstration,”requirements of potential funding and commercialization opportunities. Subject to successfully completing our ongoing work, we intend to exploit this intellectual propertyseek to commercialize the licensed technology through joint ventures, strategic partners, sublicenses, withand other arrangements that may enable us to take advantage of the technical, regulatory relationships and experience, and financial resources of experienced cannabinoid production firms. We intend to authorize these third parties that willto incorporate the cell replication technology into production plantsfacilities they fund, build, and buildoperate to produce medical, food additive, and recreational cannabis-related products.products in compliance with applicable state and federal law. We cannot assure whether or whenwill need additional financing from external sources to begin these benchmarks will be achieved or whether the Efficacy Demonstration will be partially or fully successful.efforts.

The licensed intellectual property is based on established bioscience principles and practices and has been bench-tested in the laboratory. However, it has not been scaled-up to produce cannabinoids in commercial quantities. Accordingly, our right to exploit the intellectual property through sublicenses is dependentdemonstrated on successful completiona limited basis. Testing of the Efficacy Demonstration meeting requisiteprocess has met agreed technical specifications, including equipment, processes, and formulations. These specifications requireformulations, for production in batches of a sufficient size in bioreactors in which specificseed cells are grown in a biologically active controlled and monitored environment within theour proprietary production pods that could be replicated routinely to produce commercial quantities. However, our licensed technology has not been scaled up to produce cannabinoids in commercial quantities routinely and reliably. Accordingly, our ability to commercialize the intellectual property through strategic partners, joint venturers, and sublicensees is dependent on successful completion of necessary application engineering, which we cannot assure will occur.

Our license was granted to us in December 2018 by Cell Science Holding Ltd., a corporation organized under the laws of the Republic of Cyprus (“Cell Science”). We issued 210,000,000 shares of common stock, which then constituted about 69.97% of our issued stock, to Cell Science in consideration of the original license agreement, which has subsequently been revised as discussed below. The number of shares issued is subject to reduction if the results of the Efficacy Demonstration show less than targeted results. In September 2020, we released 20,000,000 shares from possible reduction. Under our license as currently revised, we are obligated to pay to Cell Science a one-time fee payable pursuant to a promissory note, due in one year, for $3.5 million, less certain adjustments and credits, on a successful Efficacy Demonstration of the technology for an exclusive, fully paid license until the expiration of any patent rights included in the licensed technology for all of North America, including the Caribbean. See “Our Amended Restated License” below for a more complete discussion of the terms of our license from Cell Science.

The licensed technology describes a process to mirror, or replicate, precisely and predictably, the cannabinoid flavor, aroma, and CBD and THC potency qualities of the source plant’s cells without growing the plant. We do not now, and do not intend to, produce, transport, or sell cannabis or cannabinoids.cannabinoids directly.

DuringSince early 2020, our business activities and all efforts to advance the Efficacy Demonstration weredemonstration of the validity of our licensed technology have been adversely affected due to the novel COVID-19 pandemic, which haspandemic. The COVID-19 virus and its Delta, Omicron, and possible other variants, as well as government and private sector responses to them, have caused and continuescontinue to cause delays, increased costs, and interrupted travel and, in general, to negatively impact testing efforts.all our activities.

Our License

Based on completion of conditions specified in our Integrated License Agreement discussed below, on May 17, 2022, we filed and recorded with the US Patent and Trademark Office the Patent and Technology License, which we refer in this document as the “License.” In this document, Cell Science granted us a fully-paid, exclusive, royalty free, perpetual, irrevocable right and license, with the right to sublicense, cell-extraction and replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts—sometimes referred to as cannabinoids—exclusively in North America, Central America, and the Caribbean for medical, food additive, and recreational uses. 

Our Amended RestatedIntegrated License Agreement

On December 20, 2018, we entered into a Patent and Technology License Agreement, which was amended and restated effective December 31, 2019, and which in turn was further amended on September 22, 2020 (collectively, the(the “Amended Restated License”), to license, with the right to sublicense, the described cell-extraction and replication technology in the specified territory and for the designated uses. See “Security Ownership of Beneficial Owners and Management” and “Certain Transactions.”

Under the Amended Restated License, we have an exclusive right to sublicense, on such terms as may be acceptable to us, the technology and the methods and processes, whose practice or use is covered by any of the valid claims set forth in a valid, unexpired patent for: (a) producing and manufacturing cannabinoids from a particular subspecies of cannabis plants and their byproducts for sale for food additives, edibles, and hemp variations; (b) cannabis-related research, teaching, and education for medical and recreational uses; and (c) all medical uses and applications. See “Patents” below for a description of the patents underlying the licensed technology. Cell Science retained the rights to publish scientific findings from our research, use the licensed science of medical care and research, and use the technology outside North America. We are obligated, either directly or through sublicensees, to use reasonably diligent efforts to produce, distribute, and sell cannabinoids using the licensed technology.

Our right to enter into sublicenses becomes effective under the Amended Restated License on the successful completion of an Efficacy Demonstration and the release of 190,000,000 of the 210,000,000 shares initially issued in December 2018 and the issuance of a one year promissory note for $3.5 million, subject to certain adjustments. The number of shares and amount of the note will be reduced in proportion to the extent by which the Efficacy Demonstration falls short of the specified standards that the identified quantity of cannabis cells produced, harvested, and dried during the full production cycle contain at least 90% of the levels of THC and CBD as the donor cell and that the result is achieved at a projected utility and supplies cost of $0.10 per gram.

Any improvements to the licensed technology during the term of the Amended Restated License will be owned by Cell Science and will be included in our license. Cell Science may request that we negotiate a separate agreement to license any improvements that we develop to Cell Science.

We are responsible for developing and advancing costs for a patent prosecution, maintenance, defense, and protection strategy to maximize protection for the technology, including improvements, in North America.

The technology license continues in effect for patented technology until the expiration of all issued patents and for technology not covered by patents in perpetuity, all unless terminated by either party for cause.

The above description is a summary only and is qualified in its entirety by the specific terms and conditions of the Amended Restated License, which is included and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The Efficacy Demonstration Requirement

The Efficacy Demonstration is designed to confirm Cell Science’s claims that the licensed intellectual property can be used to produce a specified quantity of product with a specified quality at a specified cost. More specifically, the demonstration will seek to confirm that the proprietary science underlying the licensed intellectual property can be used routinely by qualified personnel in accordance with the prescribed specification for specialized equipment, suitable facilities, formulations, and processes to consistently, predictably, repeatedly, and economically produce commercial quantities of measurable THC (tetrahydrocannabinol) and CBD (cannabidiol) percentage levels over a combined cycle of 18 to 24 weeks. The process begins by dissecting from a cannabis plant donor cells with laboratory tested and third party verified THC and CBD levels. Those donor cells are then reproduced, first in flask volume and subsequently in a larger volume, to serve as a seed culture that can be loaded for the production cycle into a group of five 1,000-liter bioreactors that are:

(a)loaded from the same seed culture batch over a period not to exceed seven days; 

(b)operated under the same temperatures, lighting, ventilation, vacuum, equipment calibration, drying times, temperature, and all other material specifications;  

(c)harvested via membrane filtration to produce a liquid product concentrate; 

(d)producing, after filtering and drying, at least 18 kilograms (approximately 39 pounds) of plant concentrate cells and media culture food and nutrients per bioreactor and 90 kilograms (approximately 198 pounds) for the five-bioreactor group;  

(e)with further processing, producing the volume of cannabinoids in kilograms per bioreactor harvest that mirror the same percentage of THC and CBD as the donor cell; and  

(f)at a predictable cost of consumables, disposables, and utilities (excluding capital expenditures, labor, administrative, and operational expenses not directly related to the Cell Science process) of $0.10 per gram.  

Tests will be conducted for successive groups of five bioreactors in the aggregate and separately for each bioreactor in the group. The testing process and commercial production, if testing is successful, require laboratory cleanroom conditions comparable to requirements applicable to medical device manufacturers and similar industries.

Testing is conducted under the supervision of Dr. Peter Whitton, the inventor, and his associated technical team.

Possible Adjustment to License Consideration

Our obligation under the Amended Restated License to issue a one year note and release shares of our common stock previously issued to Cell Science is subject to adjustment if the results of the Efficacy Demonstration fail to meet the agreed following standards:

(a)a quantity standard of harvested and dried plant cell concentrate equaling or exceeding both 90 kilograms (approximately 198 pounds) for two successive groups of five bioreactors each and 18 kilogram (approximately 39 pounds) of plant cells and media culture for each bioreactor in the group;  

(b)a quality standard of cells produced, harvested, and dried during the full cycle of the process from each bioreactor harvest that contain the targeted volume of cannabinoids expressed in kilogram that mirror the same levels of THC and CBD as the donor cells utilizing the formula: 18 times original THC/CBD percentage of donor plant equals the concentration of cannabinoids in the end product expressed in kilogram, with this result from each bioreactor and all five bioreactors of two successive groups of five reactors each affirmed by a third-party testing laboratory; and  

(c)a cost standard for projected utilities and disposable supplies plus actual consumable material but excluding administrative and labor expenses, capital expenditures, or prorated leasehold expenses, of $0.10 per gram of THC or CBD produced, as calculated for each individual bioreactor and for two successive groups of five bioreactors.  

Any shortfall in the achieving the quantity or quality standard or an overage above the cost standard will trigger a pro-rata reduction in the cash and common stock license consideration from us, recognizing that the failure to meet any standard may substantially reduce the commercial viability of the licensed intellectual property or render it commercially valueless.

The amount of the cash and common stock license consideration will be adjusted as follows: (i) the actual quantity produced in the test will be divided by 90 kilograms and the result weighted 10%; (ii) the actual concentration of the cannabinoids produced will be measured in kilogram, and this amount will be determined by the formula: 18 times original THC/CBD percentage of donor plant equals the end product of cannabinoids expressed in kilogram, for each bioreactor, and this efficacy target for concentration will be weighted 75%; and (iii) $0.10 per gram will be subtracted from the calculated cost per gram of the particular test and the difference divided by $0.10, weighted 15%. Test results will be verified by a third-party laboratory. The percentage resulting from arithmetic average of the above weighted results will yield the results for that test, and the resulting percentage of the cash and common stock license consideration will be adjusted as follows:

In applying the above, each bioreactor separately and all five bioreactors in a particular group as a whole must meet or exceed at least 50% of the applicable standard.

If each bioreactor separately and all five bioreactors in a particular group meet or exceed at least 50% of the applicable tests, Cell Science may request the adjusted cash payment and share release and elect to extend the testing period for up to two successive 20-week periods to order to attempt to improve results.

All tests will be subject to verification by a qualified third-party testing laboratory selected by us, and we will supervise and bear the costs of verification.

Status of Efficacy Testing

The licensed intellectual property has been bench-tested in the laboratory but has not been scaled-up to produce cannabinoids in commercial quantities. Accordingly, our rights to exploit the intellectual property through sublicenses is dependent on successful completion of an Efficacy Demonstration meeting requisite technical specifications.

OZ Corporation, a principal stockholder, initiated the laboratory efficacy testing in early 2019 in a leased third-party laboratory that has required regulatory clearances to handle cannabis in a facility in Van Nuys, California. OZ Corporation has borne the costs of advancing the tests, including buying equipment and supplies and staffing the laboratory and required administrative services.

Dr. Peter Whitton, the technology’s principal inventor and our director, is supervising the testing and demonstration.

Initially, completion of the full-scale laboratory and launch of the testing process were hindered by logistical delays in sequential state inspection and permitting steps resulting from the COVID-19 pandemic. As a result, the laboratory did not become fully operational until about October 2020.

Our filtration and drying systems have been tested and upgraded in capacity and are fully functional. Additionally, we have 10 fully functional proprietary bioreactors and growth pods that we are using for ongoing commercialization testing. While we will need ongoing retesting and fine-tuning of the variables involved, we are now able to trust the process and the accuracy of the results and make adjustments on the basis of those results without the need to account for non-sterile environmental conditions impacting the process, which we encountered initially. The accomplishments made to our commercialization laboratory are as follows:

·Completed the laboratory and required parking lot improvements and passed all final inspections, a total of about 38 clearances.  

·Completed and furnished the clean laboratory.  

·Completed and finished the sterile laboratory. 

·Completed the laboratory security system, alarm, and fire alarm systems. 

·Upgraded the security barriers. 

·Installed the back-up generator. 

·Successfully negotiated the installation of a gas line feed, completing a five-month effort. 

·Installed the medical air resource for the entire facility, switching from portable medical air supply to system-wide medical air with variable air feed pressure for each bioreactor. 

·Redesigned the proprietary lid for the bioreactor. 

·Completed 12 bioreactors, including temperature controls and related instrumentation. 

·Upgraded the filtration capacity of the membrane filtration equipment. 

·Fine-tuned the concentrate drying process in the vacuum-assisted drying ovens. 

·Completed full-scale runs of bioreactors. 

·Sourced the chemicals for the media culture batches for the next 40 bioreactor tests, which were unable to be obtained at the onset of COVID-19 because they had not been classified as essential. 

·Updated the Efficacy Demonstration to include an extra process step to reduce bioreactor output to pure cannabinoid concentrate.  

·Began preparation of the U.S. and Canadian licensing compliance documents. 

To date, donor cells have successfully been reproduced, first in flask volume and subsequently in a larger volume, to serve as a seed culture that can be loaded for the production cycle into a group of five 1,000-liter bioreactors. We cannot assure that the Efficacy Demonstration benchmarks will be achieved timely or at all or whether the Efficacy Demonstration will be partially or fully successful.

Once the full testing and production results are complete, we will seek verification of the results by a third-party accredited laboratory.

In the course of the laboratory work on the efficacy testing, features of new proprietary equipment, processes, and medium formulations may have been created that mayto be suitableused in a commercially-sized bioreactor laboratory to produce, manufacture, and sell cannabinoids – exclusively in North America, Central America, and the Caribbean – for patent protection are includedmedical, food additive, and recreational uses. As consideration for the grant of the license, we issued 210,000,000 shares of common stock, subject to adjustment, and agreed to a one-time payment of $3.5 million, less an amount equal to all cash and expense advances to Cell Science representatives to the technical team involved in the licensed intellectual property. Appropriate international patent applications are now being preparedtesting (the “One-time Payment”). The One-time Payment is evidenced by a promissory note for $3.5 million to Cell Science due in January 2023. As a result of the nameissuance of these shares, Cell Science. In addition to patent protection, where applicable, these patentable features and know-how will be covered underScience became our Amended Restated License.largest stockholder.

Proposed Sublicensing ProgramIn consideration of the December 2018 license granted by Cell Science, we issued to Cell Science 210,000,000 shares of common stock, which constituted about 69.70% of our issued stock as July 31, 2022. The shares initially issued to Cell Science were subject to reduction if the results of the efficacy demonstration showed less than targeted results. In September 2020, we released 20,000,000 shares from possible reduction, and in February 2021, we released an additional 6,000,000 shares.

As noted, upon a successful Efficacy Demonstration,Based on an evaluation of the efficacy demonstration testing results achieved to date, and in light of the desire to accelerate the launch of our commercialization program directed at achieving recurring revenue, on July 12, 2021, we intendagreed to sublicense third partiesrely on the results from five bioreactors rather than two groups of five preselected bioreactors. We accelerated the measurement criteria to usemeasure the commercial efficacy of the licensed technology, and further determined to accept the test results from the five bioreactors as meeting the Cell Science efficacy demonstration requirements. As a result of our acceptance of the efficacy demonstration test results in July 2021, we released all remaining 184,000,000 shares initially issued to Cell Science under our intellectual property license. In January 2022, we accepted assignment of all rights under the lease for the facility in which the laboratory we use is located including all rights in all laboratory equipment and related assets used in the efficacy demonstration testing process in lieu of any reduction to the One-time Payment note. See below.

The Amended Restated License, as subsequently amended by the 2020 and 2021 successive amendments, are all are merged into a single, integrated agreement that are together hereinafter referred to as the “Integrated License Agreement.”

Under the Integrated License Agreement and notwithstanding the grant of the License as described above, we remain obligated to pay certain patent prosecution and other intellectual property protection costs that could be substantial. We do not plan to establish or maintain any deposits or reserves to pay these costs. If we fail to meet these obligations, Cell Science could terminate our License and then have the right to assume our position in any outstanding commercialization arrangements. If Cell Science assumes outstanding obligations, it would step into our position as commercial partner or sublicensee, precluding us from participating in further revenue from that relationship, notwithstanding our potential continuing liability for obligations to commercial partners, or from further commercialization efforts.

The possibility that Cell Science, a foreign entity, may assume our obligations to our commercial partners may be a risk to them that may have a material adverse effect on our commercialization efforts. If Cell Science refuses to assume our obligations under our commercialization arrangements, the rights of our commercial partners may be subject to dispute, which would likely result in claims for damages that our commercial partners would seek to recover from us. The existence of the right of Cell Science to terminate our License on which our commercialization arrangements will be based may be considered a substantial risk to potential commercial partners and correspondingly impair the success of our commercialization efforts.

Product and Process Refinement

Having accepted the test results demonstrating efficacy of the licensed technology in July 2021 and subject to obtaining required financing, we will continue to refine the licensed process, focusing on determining the limits of the technology, maximizing production efficiency, reducing production costs, and customizing features to address the requirements of potential commercialization partners. We undertake specific tasks based on our understanding of the expectations and anticipated requirements on potential commercialization partners. These efforts are underway at laboratory facilities in Van Nuys, California, in which the efficacy demonstration was completed. We acquired rights to use that facility through agreements with our affiliates, Cell Science and OZ Corporation, in January 2022. As part of our ongoing laboratory work, we will develop a standardized operating manual, technical descriptions, and related documentation with a view to supporting joint venturers, strategic alliance partners, sublicensees, and others in constructing and operating commercial production plants. We intend to more fully define the scope and description of the technology and outline general requirements for equipment, materials, utility requirements, facility specifications, and consumables. This work will require that we hire employees and engage consultants with required scientific and technical expertise.

Proposed Commercialization

General

We are proceeding with efforts to generate revenue through commercializing our licensed technology. In order to access the technical, financial, and operating and regulatory experience of companies already in the cannabinoid industry, we are identifying and initiating discussions with multi-state cannabinoid producers and marketers about possible joint venture arrangements or other strategic relationships. In pursuing these relationships, we will seek to balance the cash and other resources that the other party may provide to accelerate our market entry against the potential revenue that we will need to share with our partner. Our focus on joint ventures and strategic relationships will take priority over our earlier intent to sublicense to third parties the use of the licensed technology and related specifications for proprietary equipment, processes, and medium formulations to produce, manufacture, and sell cannabinoids in consideration of initial paymentscannabinoids. We do not currently have any commitment for any joint venture, strategic alliance, sublicense, and ongoing production royalties.other arrangement, except as described below. We do not now, and do not at any time intend to, produce, distribute, or market cannabis or cannabis products.

We intend to sublicenseenter commercialization arrangements for the licensed technology only towith third parties that have regulatory permits requiredare permitted in the applicable jurisdiction to legally engaged in the business of producingproduce and manufacturingmanufacture cannabis-derived products and byproducts for sale and use, where permitted, including a cannabis plant concentrate powder product for the medical, food additive, and recreational cannabis consumption markets. The tested licensed technology is designed to produce, after the final processing step, both THC and CBD plant concentrates that mirror the source cells with potency mirroring the donor plant on a dry weight basis.

Wemeeting our requirements. Generally, we will seek sublicenseescommercialization through firms that have the requisite cannabinoid handling licensespermits and financial ability to scale-up commercially sized bioreactor laboratoriesproduction facilities capable of producing at each production site 60,000 pounds per annum of a predictablepredictably harvested plant cell productplant-derived material with reliable qualities and quantities.

Currently, state cannabinoid regulations are generally based on live-grow plant-based cannabinoid production that may not specifically address possible production through a plant cell-extraction and replication process. Further, current regulatory regimes may not easily be adaptable to laboratory production methods such as ours. Therefore, to support our commercialization program, we anticipate that initially we will need to collaborate with state regulators to adapt or amend current statutes, regulations, and administrative policies to accommodate laboratory production, and we may need to obtain any special clearances from state licensing authorities for our plant cell-extraction and replication processes on behalf of commercial partners. These efforts may not be successful and will likely increase costs and delay commercialization and revenues.

WeIn addition to initial engineering that we plan to undertake, we will be responsible for ongoing research and development costs and creating a licensing sales and support operation. SublicenseesCommercial partners will be required to fund production facilities construction, staffing, and operation. Thereafter, sublicenseesCommercial partners will also be responsible for licensing, sales,all required regulatory permits and product distribution.

Sublicenses and Royalty Agreements

General

Upon successful completion of the Efficacy Demonstration, we will seek to commercialize the technology either directly or through our subsidiary, CBD Biotech, Inc.

Except for the initial sublicense discussed below, we are now screening a number of inquiries for possible sublicense arrangements for multiple locations in the United States and Canada, but are deferring negotiating definitive

terms until the efficacy testing more nearly approaches completion on the expectation that we may be able to obtain terms more advantageous to us.compliance.

Sublicense with ICSIntegrity Cannabis Solutions, Inc.

On April 17, 2020, through our subsidiary, we entered into a Strategic Alliance Agreement with Integrity Cannabis Solutions, Inc. (“ICS”), aan unaffiliated Florida corporation, or ICS, to collaborate: (i) to facilitate the building and operation of a commercial-scale production facility in Florida; and (ii) to enter into a sublicense.

We entered into thea Patent and Technology Sublicense Agreement (the “Sublicense Agreement”) on April 22, 2020, under which we granted to ICS the right to use the sublicensed technology to produce, manufacture, market, and sell CBD and related byproducts and derivatives having less than 0.3% measurable THC on a dry weight basis. The sublicense will become effective when the Efficacy Demonstrationefficacy demonstration is complete with confirmed results demonstrating that: (a) the cannabinoid plant concentrates produced, harvested, and dried during a full cycle of the licensed technology process contain at least 90% of the measurable percentage levels of THC and CBD as the donor cells; and (b) this result is achieved at a project utility, production, and supplies cost of $0.10 per gram, or roughly $100 per kilogram.

kilogram; (c) we have provided the operations manual; and (d) we have provided all necessary equipment designs and vendor resources. Since we waived compliance with the original efficacy demonstration requirements that were effective when we entered into our agreements with ICS, adviseswe will need to renegotiate the terms of our arrangements with ICS, and we cannot assure that it is proceeding to establish a clean production laboratory designed to produce 5,000 pounds of cannabinoid concentrate monthlywe will be successful in an 18,000-square-foot facility central Florida.doing so.

Under the sublicense,existing Sublicense Agreement, ICS is obligated to pay to us a continuing royalty equal to 8% of the wholesale product price sales revenue from the production of CBD/CBGCBD raw product plant concentrate in the production facility using the sublicensed technology. The royalty payments are payable quarterly in arrears, beginning after the first quarter of commercial production. TheWe cannot predict when actual production laboratory has notmay commence.

We have informally discussed with ICS how we might move forward with our arrangements for placing a plant into production, but no new agreements have been completed, soreached, and we have not received royaltiescannot assure that we will be able to date.negotiate mutually acceptable terms for proceeding.

SublicenseeCommercialization Support Services

We intend to provide our sublicenseescommercial partners with business and technical advisory support to help them permitbuild and buildequip a commercial production laboratorieslaboratory to use our cell-extraction and replication technologies and related proprietary equipment, processes, and medium formulations. Our technical advisory support will include component consultation planning related to a variety of matters, such as:

·build-out requirements, consultation -including necessary leasehold improvements to support the operation of the licensed science production facility, utility requirements, equipment procurement and set-up, initial testing, plans, permits, regulatory compliance, utilities;and permits; 

·regulatory compliance review of the licensed science; 

·staffing plans, including in-house sales, recommended qualifications for hiring a science officer and technical team members; 

·introduction to external consultant, engineer, compliance, pre-build advisory assistance, build-out advisory, equipment procurement referrals, equipment set-up, initial testingshipping/packing, and laboratory certification advisory, first production cycle support;distribution resources; 

·introduction to external resources - consultants, vendors, engineers, compliance, shipping/packing, distribution; 

·procurement and installation of proprietary bioreactors and all support equipment; 

·process training for: 

oseed culture harvest from donor plants; 

oseed culture growth cycle training;cycle; 

·ocell growth cultivation cycle training;filtration cycle; 

·filtering cycle training; 

·odrying equipment operation training;post-production processing options for the plant material; 

oconcentrate plant material distillation process; 

·oinitial product harvest and packaging training;plant material handling; 

·oguidelines for internal and third-party laboratory testing contract review of services; 

·osublicenseesguidelines for product to market options;

·introduce “take away” contract candidates; and 

·consulting to utilize the product in regulated proprietary products under regulatory compliance.products. 

Sources and Availability of Raw Materials

The completionCompletion and operation of the Efficacy Demonstrationa facility using our licensed technology to produce cannabinoids is dependent on the availability of standard biological laboratory equipment and supplies.supplies and the acquisition and operation of proprietary equipment. In some cases, existing available equipment has beenmust be significantly modified and customized to perform required tasks and procedures. Similarly, medium formulations have been developed from raw materials commercially available from multiple suppliers. Since Octoberearly 2020, the efficacy testing has not been materially and adversely impacted by the shortages or unavailability of equipment or suppliessupplies. We will continue to be subject to these shortages and delays as we continue the production and process engineering.

Our sublicenseecommercialization of the cell-extraction and replication technology will require us to obtain raw materials readily available in pre-COVID market conditions.for cell culture media that are mixed and packaged by third parties for sale to a sublicensee. We anticipate that sublicenseescannot predict whether commercial partners will be able to readily acquire or build the equipment andor obtain the supplies necessary to construct and operate a commercial cannabinoid production facility that employs our sublicensed cell-extraction and replication technology without unusual costs or delays.

Patents

We license the following patent applications under our Amended Restated License.Integrated License Agreement. We do not currently own any other intellectual property.

Patents:

     *The United States Patent and Trademark Office approved and granted Patent US10477791 on November 19, 2019. 

Patents Cooperation Treaty Filing:Filing:

The protection of proprietary rights relating to our licensed cell-extraction and replication technology is critical for the business. We intend to file additional patent applications to protect certain technology and improvements considered important to the development of the licensed technology and our business. Pursuant to the Amended Restated License, any additional patent filings would be in the name of the Licensor, Cell Science and owned by Cell Science. We also intend to rely upon trade secrets, know-how, continuing technological innovation and licensing opportunities, and a comprehensive and robust confidentiality and nondisclosure discipline.

Although we intend to seek patent protection for additionally developed proprietary technology, the patent positions of our products are generally uncertain and involve complex legal and factual questions. Consequently, we do not know whether any current or possible future patent applications will result in the issuance of any patents or whether such patent applications will be circumvented or invalidated. We cannot assure that all U.S. patents that may pose a risk of infringement can or will be identified. IfIn addition, although we do not believe that any patents or other proprietary rights that we license infringe upon the rights of third parties, there may be third parties that hold patents of which we are unable to obtain licenses where we may have infringed on other patents, we could encounter delays in product market introductions while attempting to design around the intellectual property rights, or we could find that the development, manufacture, or sale of products requiring the licenses could be prevented. In addition, we could incur substantial costs in defending suits brought against us on important intellectual property rights or prosecuting suits that we bring against other parties to protect our intellectual property rights. Competitorsunaware. This includes competitors or potential competitors that may have filed applications for, or received, patents and obtained additional patents and proprietary rights relating to compounds or processes competitive with those covered under the Amended Restated License.Integrated License Agreement.

We could incur substantial legal and other costs to protect our proprietary rights against infringement by third parties. Similarly, we cannot assure that others may not assert infringement claims against us in the future, and we recognize that any such assertion may require us to incur legal and other defense costs, enter compromise royalty arrangements, or terminate the use of some technologies. Furthermore, we could face delays in obtaining licenses when we may have infringed on other patents and may encounter delays in product market introductions while attempting to design around conflicting intellectual property rights.

We rely on the patented and unpatented trade secrets, and we cannot assure that we can meaningfully protect our rights to them or that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to or disclose our trade secrets and technology. We routinely require each ofconfidentiality agreements to be executed in circumstances when our personnel, consultants, and advisors will have access to execute confidentiality agreements.proprietary information. We cannot assure, however, that these agreements will provide meaningful protection against, or in the event of, unauthorized use or disclosure of such information.

We do not believe that any Further, disclosures of the patents or other proprietary rights that we license infringe upon the rights of third parties. However, we cannot assure that others may not assert infringement claims against us in the future, and we recognize that any such assertion may require us to incur legal and other defense costs, enter into compromise royalty arrangements, or terminate the use of some technologies. Further, we may be required to incur legal and other costs to protect our proprietary rights against infringement by third parties.information may enable others to challenge our process or facilitate reverse engineering important components of our technology.

Research and Development

We had no research and development expenditures during the fiscal the years ended July 31, 2021 and 2020, and 2019, or forthereafter.  Instead, we have benefitted from, and relied on, the three months ended October 31, 2020.research and development of affiliates.

MarketCannabis Industry

According to trade journals, business news following the cannabis industry worldwide, and public company information available for Canadian companies and U.S. companies domiciling in Canada, the average cost,industry reported by the industry, including(including both private and public companies,companies) cost to grow cannabis flower and trim in an inside-grow facility in California is approximately $750$800 to $950 aper pound, without capital expenses or taxes, and approximately $420 aper pound in a typical California greenhouse grow. The end-product flower, before taxation, depending on the state and the strain, is selling for $1,200 a pound to over $4,000 a pound.

We believe that the combination of the licensed technology and process holds promise toprocesses could deliver a high-quality plant cell culture concentrateplant-derived material at costs below $250 per pound, including the license royalty payments to us in a commercially scaled laboratory, which we estimate is approximately one-third the capital expense cost of a comparable greenhouse grow facility.

Competition

We believe that competition in the commercial cannabinoid industry is based primarily on price per unit, and predictable and replicable quality in terms of taste, aroma, and CBD or THC concentration.concentration, and compatibility with applicable regulatory requirements.

Cost is a function of both amortization of required capital costs and operating expenses. Based on the efficacy testing to date, we believe that capital costs for our cell-extraction and replication production facilities will compare favorably to capital costs required for ana plant-based open-grow greenhouse or an inside-grow hydroponic production facility of similar capacity. Similarly, we project lower per unit ofper-unit production operating costs for cell-replicated production than open-grow greenhouse or hydroponic production facilities. Our estimates are financial approximations of the economic effects derived during the efficacy testing, and we cannot assure their accuracy.accuracy for scaled production.

Another principal competitive factor is the predictabilityreplicable and predictable ability of our cell-extraction and replication technology to produce cannabinoids with flavor, aroma, and CBD or THC concentration that accurately mirrors the source cellscells. A part of this quality consistence and the assurance is that laboratory-produced cannabinoids are free of pesticides, pests, blights, and varied “flower”“flower potency” harvests common to the current live growplant-based live-grow industry. Our planned production and process engineering will address assuring that the satisfactory test results achieved to date can be achieved in large-scale commercial production facilities.

We believe the value to potential sublicensescommercial partners will be dependent on their ability to scale the application of the technology and trade secret processes in production laboratories at the same or lower capital and operating costs than approaches common to the industry for live-grow plants in outside, greenhouse, or hydroponic grown live plants.production.

As noted and discussed in greater detail below under “Government Approvals and Regulation in the U.S. Cannabis Industry,” we anticipate that our ability to enter commercialization arrangements will face competition from sponsors of live-grow plant production facilities that are more directly and predictably regulated than plant cell-extraction and replication technologies like we use. The need for us and our prospective commercial partners to coordinate regulatory licenses and compliance for our nontraditional production approach may result in delays and regulatory unpredictability that may adversely affect our commercialization efforts. Therefore, to support our commercialization program, we expect that we will need to initiate efforts to obtain any required special clearances from state licensing authorities for our production processes as well as provide continued support to our commercial partners.

We consider anyone producing THC and CBD to be both a competitor.prospect for commercializing our licensed science as well as a competitor for any prospective commercialization arrangement. We believe principal competitors for our plant-based process are the synthetic producers, such as Ginko and many others, as well as traditional greenhouse production methods, which claim lower capital costs and higher quality than warehouse grown cannabis. MedMen, and Curaleaf, for example, have first-mover advantage.enjoys the advantages of established production capabilities. MedMen, headquartered in Culver City, California, is engaged in the Clone-to-Productclone-to-production cannabis business with operations for cultivation and retail paired up in California and eight other U.S. states. Curaleaf, a Connecticut company backed by Blackstone Partners and other investors, is the third largest cultivator and dispensary owner in the U.S. market. It recently acquired Grass Roots for a reported $875 million and Cura Partners for over $1 billion. These companies have been in the market for many years and have significant resources and established market share. There are numerous small,a growing number of new entrants of various sizes into the cannabis growing industry that, together with the industry leaders, present a large, diversified, well-funded, and capably managed array of competitors.competitors with capital investments in competing cultivation processes. Many of the firms with which weour commercial partners will compete have large financial and management resources and established positive industry reputations, distribution channels, customer relationships, operating histories, and reputations. We cannot assure that weour licensed science will be able to compete effectively.

Government Approvals and Regulation in the U.S. Cannabis Industry

Legislation and Interpretation

Thirty-three states and the District of Columbia currently have laws broadly legalizing cannabis in some form for either medicinal or recreational use. However, cannabis is a Schedule I drug under the Controlled Substances Act of 1970, or CSA, and is therefore illegal under federal law. The U.S. Supreme Court has ruled that the federal government has the right to regulate and criminalize the sale, possession, and use of cannabis, even for medical purposes. Thus, even where cannabis has been legalized under state law, its use, possession, or cultivation remains a violation of federal law.

The U.S. Department of Justice, or DOJ, stated that Schedule I controlled substances are “the most dangerous drugs” with “potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA, those charged with distributing, possessing with intent to distribute, or growing cannabis could be subject to fines of up to $50 million$50,000,000 or prison sentences up to life, even if they comply with state law. Further, individuals and entities may violate federal law if they intentionally aid and abet another violator or conspire to do so.

We have not requested or obtained any opinion of counsel or authority ruling to determine whether our operations comply with any state or federal laws or if we are assisting others to violate said laws. If our operations are deemed to violate any state or federal laws or if we are deemed to be assisting others in violating said laws, any resulting liability could cause us to modify or cease our operations.operations until we are able to comply with applicable requirements.

In the light of the conflict between federal and state cannabis laws, in August 2013, under the Obama administration, DOJ Deputy Attorney General James M. Cole issued the Cole Memorandum to U.S. Attorneys

providing guidance concerning marijuana enforcement under the CSA. It effectively stated it was not an efficient use of federal resources to direct federal law enforcement agencies to prosecute individuals following state laws that allow medical cannabis. The Cole Memorandum stated that, when states have implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of cannabis, conduct in compliance with those laws is less likely to threaten federal priorities, and that state and local law enforcement and regulatory bodies should remain the primary means of addressing cannabis-related activity.

In January 2018, under the Trump administration, the DOJ issued a policy memorandum on federal marijuana enforcement announcing a return to the rule of law and rescinding previous guidance documents, including the Cole Memorandum. In this memorandum, Attorney General Jeff Sessions directed U.S. Attorneys to determine whether to pursue prosecution of cannabis activity based upon the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community. The DOJ claimsclaimed this isaction was a return of trust and local control to federal prosecutors who knowknew where and how to deploy federal resources most effectively to reduce violent crime, stem the tide of the drug crisis, and dismantle criminal gangs. Mr. Sessions reiterated that the cultivation, distribution, and possession of marijuana continuescontinued to be a crime under the CSA, that “it isit was the DOJ’s mission of the DOJ to enforce the laws of the United States,” and that all U.S. Attorneys should use previously established prosecutorial principles to disrupt criminal organizations, tackle the growing drug crisis, and thwart violent crime across our country. Notwithstanding the change in guidance, year-end reports on the federal judiciary indicateindicated that federal marijuana prosecutions dropped in both 2018 and 2019, even as the total number of defendants charged with drug crimes increased.

On March 11, 2021, Merrick Garland was sworn in as the new U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. During his February 2021 congressional testimony, Mr. Garland stated that he would reinstitute a version of the Cole Memorandum. In his written responses to the Senate Judiciary Committee, he reiterated the statement that the DOJ under his leadership would not pursue cases against Americans “complying with the laws in states that have legalized and are effectively regulating marijuana.” It is not yet known whether the DOJ under President Biden and Attorney General Garland will readopt the Cole Memorandum or announce a substantive marijuana enforcement policy. Mr. Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise.

It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis. Nevertheless, the DOJ could decide to strongly enforce the federal laws applicable to cannabis, causing us significant or irreparable financial damage. We cannot predict the position of the Biden Administration in these matters.

Congress possesses broad authority to change the status of cannabis under the CSA and related federal laws. In each budget cycle since 2014, Congress has passed an appropriations rider known as the “Rohrabacher-Blumenauer“Rohrabacher-Farr Amendment,” barring the DOJ from using taxpayer funds to prevent states from implementing their own laws that authorize the use, distribution, possession, or cultivation of medical marijuana. Because the DOJ memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis-related businesses have worked to continually renew the Rohrabacher-Farr Amendment that has been included in federal annual spending bills since 2014. This amendment does not change the legal status of cannabis, prevent criminal liability, or effect recreational marijuana. It must be renewed each fiscal year in order to remain in effect, and if Congress repealed the rider, the DOJ could prosecute CSA violations retroactively while the rider was in effect. On December 27, 2020, the amendment was renewed and is effective through September 30, 2021. The U.S. Court of Appeals for the Ninth Circuit held in 2016 that the Rohrabacher-Blumenauer Amendment, in the opinion of the court,or Rohrabacher-Farr Amendment, also prohibits the DOJ from spending funds from other relevant appropriations acts to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with said state laws. This opinion applies only to states within the Ninth Circuit in the western United States.

On December 20,March 15, 2022, the amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill and will be effective through October 31, 2022. Notably, the Rohrabacher-Farr Amendment has applied only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. If the Rohrabacher-Farr Amendment is no longer in effect, the risk of federal enforcement and override of state marijuana laws would increase.

Under the 2018 President Trump signed the Agriculture Improvement Act, that removed hemp, a member of the cannabis family, from beingis no longer considered a Schedule I controlled substance under the CSA if it contains less than 0.3 percent THC. Hemp cultivation is now broadly permitted. It is unknown, however, if other cannabis derivatives will be federally legalized or whether the federal regulatory regime will be changed under the Biden Administration.legalized.

If the federal government were to strictly enforce federal law regarding cannabis and its chemically active compounds, we would likely be unable to execute our business plan. Even if our activities do not interfere with any of the enforcement priorities of the DOJ, we could be seen as violatingdeemed to violate federal law and be unable to conduct our business.

Local and state regulatory regimes generally prohibit cannabinoid-related activities that are not specifically permitted and frequently address only plant live-grow production. We will need to analyze each individual state’s regulations and collaborate with authorities to adapt regulatory regimes to our plant cell-extraction and replication technology. Some jurisdictions may need to amend or revise their statutes and regulations or revise their administrative and enforcement policies to accommodate our production technologies, and we may need to obtain special clearances from state licensing authorities for our plant cell-extraction and replication processes on behalf of commercial partners. We cannot predict whether or how we can meet any state requirements or the time that might be required to do so.

Financial Transactions and Future Laws

Financial transactions involving cannabis-related proceeds may trigger prosecution under federal money laundering statutes, unlicensed money transmitter statutes, and the U.S. Bank Secrecy Act, or BSA. The penalties for violations of these laws include imprisonment, substantial fines, and forfeiture. With the uncertainty surrounding the Cole Memorandum, the risk remains that federal law enforcement authorities could seek to pursue money laundering charges against entities or individuals engaged in supporting the cannabis industry.

In response to the Cole Memorandum, in February 2014, the Financial Crimes Enforcement Network, a division of the U.S. Department of the Treasury, issued guidance regarding how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the BSA. In August 2014, the DOJ further directed federal prosecutors to consider the federal enforcement priorities in the Cole Memorandum when determining whether to charge institutions or individuals with financial crimes based upon cannabis-related activity. Nevertheless, banks remain hesitant to offer banking services to cannabis-related businesses. Thus, it is difficult for

businesses in the cannabis industry to establish banking relationships. Although we do not produce, transport, or sell cannabis or its products, financial institutions may refuse to do business with us based on their conclusion that our activities are intertwined with the cannabis industry. Our inability to maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical, and security challenges that could result in our inability to implement our business plan.

The BSA requires us to report currency transactions over $10,000 to the IRS, including identification of customers by name and tax identification number. The BSA also requires us to report certain suspicious activity, including any transaction over $5,000 that we suspect may involve funds from illegal activity or is designed to evade federal regulations or reporting requirements, and to verify sources of funds. Substantial penalties can be imposed against us if we fail to comply with this regulation, which could have a material adverse effect on our business, financial condition, and results of operations. These BSA requirements may adversely affect us because many of the firms with which we may do business rely on cash transactions because of their inability to establish regular banking relationships.

Federal prosecutors have significant discretion, and we cannot ensure that federal prosecutors in the judicial districts in which we operate will not choose to strictly enforce federal cannabis laws. Any change in the federal government’s enforcement posture respecting state-licensed cultivation of cannabis or its chemical components, including the postures of individual federal prosecutors, may result in our inability to execute our business plan, and we would likely suffer significant losses, which would adversely affect the value of our securities.

Should the federal government legalize cannabis for medical use, it is possible that the U.S. Food and Drug Administration, or FDA, would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations, including requirements to use certified good manufacturing practices related to the growth, cultivation, harvesting, and processing of medical cannabis. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical cannabis is grown be registered

with the FDA and comply with certain federally prescribed regulations. If these regulations were imposed, we do not know what the impact would be on the cannabis industry generally and on us specifically and what costs, requirements, and prohibitions may be enforced. If our sublicenseescommercial partners are unable to comply with the regulations or registration as prescribed by the FDA, such sublicenseesthey may be unable to continue to operate their businesses in the U.S. markets.

The U.S. House of Representatives has passed the Secure and Fair Enforcement Act (the “SAFE Banking Act”) six times, most recently in February 2022 as an amendment to the America COMPETES Act. Previously, the SAFE Banking Act, as a standalone bill, passed the House by a vote of 321 to 101 on April 19, 2021, with 106 Republicans voting in support. This bill is currently sitting within the Senate’s Committee on Banking, Housing and Urban Affairs awaiting consideration. Should the SAFE Banking Act pass, it will alleviate many of the financial institutions’ concerns regarding transacting with cannabis-related businesses by providing several protective measures, including generally:

·prohibiting federal banking regulators from restricting, penalizing, or discouraging a financial institution or depository institution from providing banking services to a legitimate cannabis-related business; 

·establishing that transactions involving proceeds from legitimate cannabis-related businesses are not considered proceeds of unlawful activities and, thus, not within the purview of anti-money laundering regulations; 

·establishing that depository institutions are not, under federal law, liable or subject to asset forfeiture for providing loans or other financial services to legitimate cannabis-related businesses; 

·prohibiting a federal banking regulator from requesting or ordering a depository institution to terminate its customer relationship with a protected cannabis-related business unless the agency has a legitimate reason not based on reputational risk; and 

·amending the reporting requirements for Suspicious Activity Reports, or SARs, and requiring the Financial Crimes Enforcement Network to issue guidance on transactions related to cannabis-related  

businesses that is consistent with the purpose and intent of the SAFE Banking Act and does not significantly inhibit the provision of financial services to said businesses.

The SAFE Banking Act would extend protection to legitimate hemp-related businesses, including CBD businesses. It also requires federal bank regulators to issue annual reports to Congress with: (1) data on availability of access to financial services for minority-owned and women-owned legitimate cannabis-related businesses; and (2) recommendations to further help such businesses access financial services.

If passed, the SAFE Banking Act could pave a path forward for cannabis-related businesses to have ready access to crucial banking and financial services, with federally backed financial institutions being able to work with cannabis companies without fear of incrimination, federal prosecution, and regulatory penalties.

Local and state marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us or our sublicenseescommercial partners to incur substantial costs associated with compliance or altering our business plan. Allegations or findings that we have violated these laws could disrupt our business and result in a material adverse effect on our operations. In addition, future regulations may be enacted that are directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect they may have on our business.

Financial Transactions and Future LawsState Border Regulation

Federal law states that cannabis and cannabis products may not be transported across state lines in the United States. As a result, all cannabis consumed in a state must be grown and produced in that same state. To meet this limitation, we intend to enter into commercialization arrangements with third parties that are restricted on a state-by-state basis. Typical cannabis growers cannot import or export crop across state lines to meet product demands. Therefore, excess production capacity in any given state that is not matched by increased demand in that state could exert downward pressure on the retail price for the products. A large number of retail licenses authorized by authorities in any given state could result in increased competition and exert downward pressure on the retail price for cannabinoid products our commercial partners sell.

We initially intend to concentrate our commercialization efforts in the United States. We believe that the value of a potential commercialization of our technology in Canada may be materially lower than in the balance of our territory due to product oversupply and excess production capacity.

Tax Concerns

An additional challenge to cannabis-related businesses is that the provisions of Internal Revenue Code Section 280E are being applied by the U.S. Internal Revenue Service to businesses operating in the medical and adult-use cannabis industry. Section 280E prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.

Overall, the U.S. federal government has specifically reserved the right to enforce federal law regarding the sale and disbursement of medical or adult-use marijuana even if such sale and disbursement is sanctioned by state law. Accordingly, there are several significant risks associated with our business and unless and until the United States Congress amends the CSA respecting medical and/or adult-use cannabis (and we cannot assure the timing or scope of any such potential amendments), there is a significant risk that federal authorities may enforce current federal law, our business may be deemed to be producing, cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States. We do not planintend to produce, transport, market, or sell cannabis products. We are not aware of enforcement determinations or policies under Section 280E targeting software companies, fertilizer companies, greenhouse companies, or similar businesses that provide goods or services to companies that do produce, transport, market, cannabinoids, which would make the following directly applicable to us.  However, we anticipate that our sublicensees will be subject to the following requirements, which may impact our business. Financial transactions involving cannabis-related proceeds may trigger prosecution under federal money laundering statutes, unlicensed money transmitter statutes, and the U.S. Bank Secrecy Act. The penalties for violations of these laws include imprisonment, substantial fines, and forfeiture. With the rescission of the Cole Memorandum, there is increased uncertainty and added risk that federal law enforcement authorities could seek to pursue money laundering charges against entities or individuals engaged in supporting thesell cannabis industry.products.

In response to the Cole Memorandum, in February 2014, the Financial Crimes Enforcement Network, a divisionfuture we may separate components of the U.S. Department of the Treasury, issued guidance regarding how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. In August 2014, the DOJ further directed federal prosecutors to consider the federal enforcement priorities in the Cole Memorandum when determining whether to charge institutions or individuals with financial crimes based upon cannabis-related activity. Nevertheless, banks remain hesitant to offer banking services to cannabis-related businesses. Thus, it is difficult for businesses in the cannabis industry to establish banking relationships. Although we do not produce, transport, or sell cannabis or its products, financial institutions may refuse to do business with us based on their conclusion that our activities are intertwined with the cannabis industry. Our inability to maintain our current bank accounts would make it difficult for us to operate our business increase our operating costs, and pose additional operational, logistical, and security challengesunder different subsidiaries in an effort to compartmentalize liability, but we cannot assure that could result in our inability to implement our business plan.

The Bank Secrecy Act requires us to report currency transactions over $10,000 to the IRS, including identification of customers by name and social security number. The Bank Secrecy Act also requires us to report certain suspicious activity, including any transaction over $5,000 that we suspect may involve funds from illegal activity or is designed to evade federal regulations or reporting requirements, and to verify sources of funds. Substantial penalties cansuch a strategy will be imposed against us if we fail to comply with this regulation, which could have a material adverse effect on our business, financial condition, and results of operations. These Bank Secrecy Act requirements may adversely affect us because many of the firms with which we may do business rely on cash transactions because of their inability to establish regular banking relationships.successful.

Costs and Effects of Compliance with Environmental Laws

We do not anticipate that our business activities or future business activities will subject us to any environmental compliance regulations.

However, the operations of our sublicenseescommercial partners may be subject to environmental regulation in the various jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. The processes and mediamedium formulations that are parts of our licensed technology must be applied, used, and discarded in accordance with these requirements. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. We cannot assure that future changes in environmental regulation, if any, will not adversely affect the operations of a sublicensee,commercial partner, which in turn will affect our operations. To address or mitigate environmental compliance concerns, our licensed technology process recycles water, does not use pesticides, and uses compact space.

Government approvals and permits are currently and may in the future be required in connection with the operations of our sublicensees.commercial partners. To the extent such approvals are required and not obtained, our sublicenseescommercial partners may be curtailed or prohibited from production of adult-use or medical cannabis-related products, delaying the development of our operations as currently proposed.

Failure to comply with applicable environmental laws and regulations could subject our sublicenseescommercial partners to regulatory or agency proceedings or investigations and may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include damage awards, fines, penalties, or corrective measures requiring capital expenditures or remedial actions. Our sublicenseescommercial partners may be required to compensate those suffering loss or damage by reason of their operations using our technology, and civil or criminal fines or penalties may be imposed for violations of applicable laws or regulations.

Employees

CurrentlyAs of the date of this prospectus, we have three employees, which include, Aristotle Popolizio, our presidentVice President and Secretary, and who is also a director, isJuan Carlos Garcia La Sienra Garcia, our only employee, although weChief Financial Officer, and Michael Hawthorne our Deputy Chief Executive Officer. We intend to hire additional personnel as we growundertake additional laboratory work and developlaunch our business. There iscommercialization efforts. A significant amount of competition still exists for skilled personnel in the medical and recreational cannabis-related industry. Nevertheless, we expect to be able to attract and retain additional employees as necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys, and accountants as necessary.

Key Consultants

We rely on consultants to provide key technical services in connection with our current laboratory efforts respecting our licensed technology. Key current consultants include:

·Mitch Kahn assists with our technology commercialization effort and long-term strategic planning, based on his experience as a co-founder and chief executive officer of Grassroots Cannabis, which was purchased by Curaleaf Holdings in 2020. 

·Chris Ganan assists with our technology commercialization effort and long-term strategic planning, based on his experience as chief strategy officer of Medmen Enterprises Inc. 

·Donald Clark is responsible for regulatory compliance and the rollout of full-scale production plants. He has gained regulatory approval for our Research and Development process in California and is working to do the same in other states. 

·David Slomczynski, PhD, has over 20 years’ post-doctoral experience in the fermentation and cell culture fields. He is an expert in analysis and experimental design. Dr. Slomczynski initiates and manages cultures and assists with improving our production process.