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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CannLabs Inc (CE) | USOTC:CANL | OTCMarkets | 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% | 0.000001 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 14, 2014
CANNLABS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada | 333-155318 | 20-5337455 |
(State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3888 E. Mexico Ave., Suite 202
Denver, CO 80210
(Address of principal executive offices) (Zip Code)
(303) 309-0105
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 14 2014, CannLabs, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter of 2014. A copy of the press release issued by the Company on November 11, 2014 is attached as Exhibit 99.1.
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press release of CannLabs, Inc., dated as of November 14, 2014 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CANNLABS, INC. | ||
Dated: November 14, 2014 | /s/ Scott McPherson | |
Scott McPherson | ||
Chief Financial Officer |
Exhibit 99.1
www.cannlabs.com |
●
|
CannLabs – Nevada, Inc. granted license for an 8,000 sq. ft. facility in Las Vegas, Nevada.
|
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CannLabs – Connecticut, Inc. opened 4,000 sq. ft. facility in Hartford, Connecticut. Secures contracts with two of the four licensed growers in Connecticut.
|
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Expanded testing capabilities at the Denver, Colorado legacy lab to offer heavy metal, microbial contaminant, pesticides, and residual solvents tests. The CannLabs, Inc. licensed laboratory in Denver is on track to reach full capacity in four-six months.
|
●
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CANL was added to MJIC Marijuana Index and the THCbiz stock directory
|
www.cannlabs.com |
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$474,000 in revenue, an increase over the previous quarter of $204,000 due to increased testing volumes, growing client demand, mandated testing and the anticipated expansion in mandated testing requirement.
|
●
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$1,283,000 in operating expenses, which consisted of $644,748 in administrative payroll, $426,000 in G&A and $213,000 in sales and marketing expenses. Of these expenses $440,000 related to non-cash compensation.
|
●
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Net loss (GAAP) was $(1,126,096).
|
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Adjusted EBITDA (non-GAAP) loss of $(130,000).
|
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$1,932,000 in operating expenses, which consisted of $818,000 in administrative payroll, $742,000 in G&A and $373,000 in sales and marketing expenses. Of these expenses $446,000 related to non-cash compensation.
|
●
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Net loss (GAAP) was $(1,596,477).
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Adjusted EBITDA (non-GAAP) loss of $(213,000).
|
www.cannlabs.com |
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Compliance testing will be mandated by new states
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Increased testing volumes from existing clients responding to growing consumer demand
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New market entrants as more growers are granted state-issued licenses
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Education that will influence consumers to seek out tested products at a higher quality level that they know and trust
|
www.cannlabs.com |
www.cannlabs.com |
Reconciliation of net income to adjusted EBITDA:
|
||||||||
Quarter Ending
|
Nine Months Ended
|
|||||||
September 30,
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September 30,
|
|||||||
2014
|
2014
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|||||||
Net loss attributable to common shareholders
|
$ | (679,000 | ) | $ | (821,000 | ) | ||
Preferred dividends
|
10,000 | 12,000 | ||||||
Net loss attributable to CannLabs, Inc.
|
(689,000 | ) | (833,000 | ) | ||||
Adjustments to net income:
|
||||||||
Depreciation and amortization
|
98,000 | 141,000 | ||||||
Interest expense
|
21,000 | 33,000 | ||||||
EBITDA
|
(570,000 | ) | (659,000 | ) | ||||
Share based compensation
|
440,000 | 446,000 | ||||||
Adjusted EBITDA
|
$ | (130,000 | ) | $ | (213,000 | ) |
www.cannlabs.com |
CannLabs, Inc. and Subsidiaries
|
||||
Consolidated Balance Sheet
|
September 30, 2014
|
||||
(Unaudited)
|
||||
ASSETS
|
||||
CURRENT ASSETS
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||||
Cash
|
$ | 63,710 | ||
Accounts Receivable
|
113,465 | |||
Prepaid expenses
|
80,253 | |||
Due from stockholders
|
- | |||
TOTAL CURRENT ASSETS
|
257,428 | |||
PROPERTY AND EQUIPMENT
|
||||
Equipment
|
170,833 | |||
Furniture and fixtures
|
14,565 | |||
Leasehold Improvements
|
194,435 | |||
Assets under capital lease
|
754,834 | |||
1,134,667
|
||||
Less: accumulated depreciation
|
171,110 | |||
963,557
|
||||
OTHER ASSETS
|
||||
Deposit
|
37,394 | |||
37,394
|
||||
TOTAL ASSETS
|
$ | 1,258,379 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
CURRENT LIABILITIES
|
||||
Accounts payable and accrued expenses
|
$ | 502,069 | ||
Deferred revenue
|
96,475 | |||
Obligations under capital leases
|
190,186 | |||
Notes payable - stockholders
|
158,800 | |||
TOTAL CURRENT LIABILITIES
|
947,530 | |||
LONG-TERM LIABILITIES
|
||||
Notes payable - stockholders
|
500,000 | |||
Obligations under capital leases, net of current portion
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344,702 | |||
844,702 | ||||
COMMITMENTS AND CONTINGENCIES
|
||||
STOCKHOLDERS’ EQUITY
|
||||
Convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 500,000 issued and outstanding at September 30, 2014
|
500 | |||
Common stock, $.001 par value; 200,000,000 shares authorized, 65,439,704 shares issued and outstanding at September 30, 2014 and 54,000,000 shares issued and outstanding at December 31, 2013
|
65,440 | |||
Additional paid in capital
|
6,679,634 | |||
Deferred Compensation
|
(5,700,362 | ) | ||
Accumulated deficit
|
(820,662 | ) | ||
STOCKHOLDERS’ EQUITY BEFORE NON CONTROLLING INTEREST
|
224,550 | |||
Non controlling interest in variable interest entities
|
(758,403 | ) | ||
TOTAL COMPANY STOCKHOLDERS’ EQUITY
|
(533,853 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 1,258,379 |
www.cannlabs.com |
For the Three
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For the Nine
|
|||||||
Months Ended
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Months Ended
|
|||||||
September 30,
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September 30,
|
|||||||
2014
|
2014
|
|||||||
REVENUES
|
$ | 473,624 | $ | 856,117 | ||||
COST OF REVENUES
|
290,549 | 482,349 | ||||||
GROSS PROFIT
|
183,075 | 373,768 | ||||||
OPERATING EXPENSES
|
||||||||
General and administrative (1)
|
425,576 | 741,729 | ||||||
Administrative payroll (2)
|
644,748 | 818,051 | ||||||
Sales and marketing
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212,894 | 372,578 | ||||||
Total operating expenses
|
1,283,218 | 1,932,358 | ||||||
LOSS BEFORE OTHER EXPENSE
|
(1,100,143 | ) | (1,558,590 | ) | ||||
OTHER INCOME (EXPENSE)
|
||||||||
Interest income
|
9 | 18 | ||||||
Interest expense
|
(21,121 | ) | (33,034 | ) | ||||
Loss on sale of assets
|
(4,841 | ) | (4,841 | ) | ||||
Total other expenses
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(25,953 | ) | (37,857 | ) | ||||
NET LOSS
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(1,126,096 | ) | (1,596,447 | ) | ||||
NET LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
457,388 | 787,105 | ||||||
ACCRUED PREFERRED DIVIDENDS
|
(10,082 | ) | (12,055 | ) | ||||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | (678,790 | ) | $ | (821,397 | ) | ||
BASIC AND DILUTED NET LOSS PER COMMON SHARE
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
65,483,037 | 58,640,689 | ||||||
(1) - Includes $2,853 and $4,911 of non-cash compensation for the three and nine months ended September 30, 2014
|
||||||||
(2) - Includes $437,480 and $440,835 of non-cash compensation for the three and nine months ended September 30, 2014
|
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