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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Valeritas Holdings Inc | NASDAQ:VLRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2568 | 0.25 | 0.2549 | 0 | 01:00:00 |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
Delaware
|
46-5648907
|
5900
|
(State or Other Jurisdiction of
|
IRS Employer
|
Primary Standard Industrial
|
Incorporation or Organization)
|
Identification Number
|
Classification Code Number
|
Large accelerated filer [ ] |
Accelerated filer [ ]
|
|
Non-accelerated filer [ ] | Smaller reporting company [X] |
Class
|
Outstanding as of April 29, 2016
|
Common Stock, $0.001
|
40,486,004
|
Table of Contents
|
Part 1
|
FINANCIAL INFORMATION
|
|
Item 1.
|
FINANCIAL STATEMENTS
|
4
|
|
BALANCE SHEETS
|
4
|
|
STATEMENTS OF OPERATIONS
|
5
|
STATEMENTS OF CASH FLOWS
|
6
|
|
NOTES TO FINANCIAL STATEMENTS
|
7
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
12
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13
|
Item 4.
|
CONTROLS AND PROCEDURES
|
13
|
Part II.
|
OTHER INFORMATION
|
|
Item 1.
|
LEGAL PROCEEDINGS
|
14
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
14
|
Item 3
|
DEFAULTS UPON SENIOR SECURITIES
|
14
|
Item 4
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
14
|
Item 5
|
OTHER INFORMATION
|
14
|
Item 6
|
EXHIBITS
|
15
|
·
|
CYGM re-domiciled from Florida to Delaware and changed its name from “Cleaner Yoga Mat, Inc.” to “Valeritas Holdings, Inc.”;
|
·
|
The authorized capital stock of CYGM increased from 100,000,000 shares of common stock, no par value (“CYGM Common Stock”) to 310,000,000 shares of Valeritas Holdings, consisting of 300,000,000 shares of Valeritas Holdings Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share;
|
·
|
The affairs of the registrant ceased to be governed by the FBCA and became subject to the Delaware General Corporation Law;
|
·
|
The Certificate of Incorporation of Valeritas Holdings and its existing bylaws became the Certificate of Incorporation (the “Delaware Certificate of Incorporation”) and new bylaws (the “Delaware Bylaws”) of the registrant by operation of the Merger;
|
·
|
The sole director of Valeritas Holdings immediately preceding the Merger became the sole director of the surviving corporation on and after the effectiveness of the Merger, and the sole officer of Valeritas Holdings immediately preceding the Merger became the sole officer of the surviving corporation on and after the effectiveness of the Merger;
|
·
|
Each share of the CYGM Common Stock issued and outstanding immediately before the Merger automatically extinguished and converted into 4.0486 issued and outstanding and fully paid and non-assessable shares of Valeritas Holdings Common Stock subject to the same terms, conditions as it existed immediately before the Merger;
|
·
|
Valeritas Holdings, as the successor registrant, will continue to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
|
Three Months ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Net sales
|
$
|
230
|
$
|
200
|
||||
Cost of goods sold
|
79
|
64
|
||||||
Gross profit
|
151
|
136
|
||||||
Selling, general and administrative expenses
|
(29,135
|
)
|
(17,739
|
)
|
||||
Income (loss) from operations
|
(28,984
|
)
|
(17,603
|
)
|
||||
Interest expense
|
(715
|
)
|
(2,710
|
)
|
||||
Net (loss)
|
(29,699
|
)
|
(20,313
|
)
|
||||
Net (loss) per common shares (basic and diluted)
|
(0.00
|
)
|
(0.00
|
)
|
||||
Weighted average shares outstanding
|
||||||||
Basic and diluted
|
10,247,000
|
10,000,000
|
Three Months Ended
March 31, 2016
|
Three Months Ended
March 31, 2015
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(29,699
|
)
|
$
|
(20,313
|
)
|
||
Adjustments to reconcile net income to net cash provided from operating activities:
|
||||||||
Amortization of debt discount
|
-
|
2,500
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts payable
|
7,756
|
(10,514
|
)
|
|||||
Accounts payable, related party
|
15,000
|
15,000
|
||||||
Interest payable
|
(1,491
|
)
|
210
|
|||||
Inventory
|
72
|
36
|
||||||
Net cash provided used by operating activities
|
(8,362
|
)
|
(13,081
|
)
|
||||
Cash Flows From Financing Activities
|
||||||||
Repayment to loan payable
|
(11,100
|
)
|
-
|
|||||
Proceeds from loans payable
|
-
|
5,000
|
||||||
Net cash provided from financing activities
|
(11,100
|
)
|
5,000
|
|||||
Increase (decrease) in cash and cash equivalents
|
(19,462
|
)
|
(8,081
|
)
|
||||
Cash and cash equivalents at beginning of period
|
19,618
|
8,643
|
||||||
Cash and cash equivalents at end of period
|
$
|
156
|
$
|
562
|
||||
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
2.
|
GOING CONCERN
|
3.
|
CONVERTIBLE NOTE
|
(1)
|
Convertible Note due on May 28, 2015:
|
(2)
|
Convertible Note due on September 4, 2015
|
Three Months ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Amortization of debt discount
|
$
|
-
|
$
|
2,500
|
||||
Interest at contractual rate
|
128
|
189
|
||||||
Totals
|
$
|
128
|
$
|
2,689
|
4.
|
LOANS PAYABLE
|
5.
|
COMMON STOCK
|
6.
|
RELATED PARTY TRANSACTIONS
|
7.
|
INCOME TAXES
|
7.
|
INCOME TAXES (continued)
|
8.
|
SUBSEQUENT EVENTS
|
·
|
CYGM re-domiciled from Florida to Delaware and changed its name from “Cleaner Yoga Mat, Inc.” to “Valeritas Holdings, Inc.”;
|
·
|
The authorized capital stock of CYGM increased from 100,000,000 shares of common stock, no par value (“CYGM Common Stock”) to 310,000,000 shares of Valeritas, consisting of 300,000,000 shares of Valeritas Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share;
|
·
|
The affairs of the registrant ceased to be governed by the FBCA and became subject to the Delaware General Corporation Law;
|
·
|
The Certificate of Incorporation of Valeritas and its existing bylaws became the Certificate of Incorporation (the “Delaware Certificate of Incorporation”) and new bylaws (the “Delaware Bylaws”) of the registrant by operation of the Merger;
|
·
|
The sole director of Valeritas immediately preceding the Merger became the sole director of the surviving corporation on and after the effectiveness of the Merger, and the sole officer of Valeritas immediately preceding the Merger became the sole officer of the surviving corporation on and after the effectiveness of the Merger;
|
·
|
Each share of the CYGM Common Stock issued and outstanding immediately before the Merger automatically extinguished and converted into 4.0486 issued and outstanding and fully paid and non-assessable shares of Valeritas Common Stock subject to the same terms, conditions as it existed immediately before the Merger;
|
·
|
Valeritas, as the successor registrant, will continue to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
|
Exhibit No.
|
Exhibit Description
|
Filed Here-with
|
Exhibit No.
|
Form/File No.
|
Filing Date
|
|||||
2.1
|
Agreement and Plan of Merger, dated April 14, 2016, between Cleaner Yoga Mat, Inc. and Valeritas Holdings, Inc.
|
2.1
|
8-K
|
May 3, 2016
|
||||||
3.1
|
Certificate of Incorporation of Cleaner Yoga Mat, Inc., filed May 9, 2014
|
3.1
|
S-1
|
September 18, 2014
|
||||||
3.2
|
Bylaws of the Company
|
3.2
|
S-1
|
September 18, 2014
|
||||||
3.3
|
Certificate of Incorporation of Valeritas Holdings, Inc., filed April 14, 2016
|
3.1
|
8-K
|
May 3, 2016
|
||||||
3.4
|
Bylaws of Valeritas Holdings, Inc.
|
3.2
|
8-K
|
May 3, 2016
|
||||||
3.5
|
Florida Articles of Merger of Cleaner Yoga Mat, Inc. with and into Valeritas Holdings, Inc., filed April 15, 2016
|
3.3
|
8-K
|
May 3, 2016
|
||||||
3.6
|
Delaware Certificate of Merger of Cleaner Yoga Mat, Inc. with and into Valeritas Holdings, Inc., filed April 15, 2016
|
3.4
|
8-K
|
May 3, 2016
|
||||||
31.1
|
Certification of the Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
X
|
||||||||
31.2
|
Certification of the Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
X
|
||||||||
32.1
|
Certification of the Chief Executive and Chief Financial Officer required under Section 1350 of the Exchange Act
|
X
|
101
|
Interactive Data File (for the quarter ended March 31, 2016 furnished in XBRL).
|
|||||||||
101.INS
|
XBRL Instance Document
|
X
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema
|
X
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
X
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
||||||||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
X
|
||||||||
VALERITAS HOLDINGS INC.
|
|||
Date:
|
May 3, 2016
|
By:
|
/s/ Leisa Swanson
|
Name:
|
Leisa Swanson
|
||
Title:
|
President, Chief Executive Officer, Chief Financial Officer
|
1 Year Valeritas Chart |
1 Month Valeritas Chart |
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