United Cannabis is a Denver, Colorado based biotechnology company targeting plant-based therapeutics. While best known by many investors as a cannabis company, it is also developing therapeutics for the oncology, neurology, and orthopedic markets. We think this adds depth to the Company’s overall story.
The predecessor company to United Cannabis was formed in 2007 as a California Corporation. In early 2014, the Company exited this business and began focusing on products and services in the cannabis industry. Later in 2014, the Company signed a licensing agreement for important intellectual property, which it leveraged to create its current products.
Also in 2014, the Company sold off its original California-based assets, which created the operation as it is known today – United Cannabis Corp., which trades on the U.S. Ventures Marketplace under the symbol OTCQB:CNAB.
CNAB is fully reporting with the U.S. Securities & Exchange Commission and is up-to-date on its financials and audits. The most recent SEC filing was on August 14, 2017, when CNAB filed its financials for the three-month period ending June 30, 2017. The balance sheet and cash flow statements for the period ending June 30, 2017 are included as exhibits later in this report.
As of the end of the last quarter, June 30, 2017, there were approximately 52 million shares outstanding. Based on the recent share closing price, the market is valuing the Company at approximately $45 million. The price of the shares has risen significantly over the past year – up over 400%.
The Company is fortunate to be engaged in one of the most exciting growth sectors within the American economy – legal medical and recreational cannabis. The growth to date, and the expected growth, of the cannabis sector cannot be understated. While there are many analyst estimates for the size of the cannabis market, most agree the total North American cannabis market is worth at least $60 billion per year. Of this, approximately $7 billion constituted the legal portion of the sector, which was up over 30% during the previous year.
In fact, the growth of the legal cannabis market has eclipsing that of other recent hyper-growth markets. For example, growth in the cannabis market currently exceeds, and is expected to continue to exceed, the hyper-growth that was seen in such markets as cable television during the 1990s and broadband Internet access in the 2000s. According to ArcView Research, the legal portion of the market is expected to realize an annual compound growth rate of approximately 25% per year through the year 2021.
Certainly, United Cannabis has selected one of the most dynamic growth markets in history.
Please see Exhibit One for additional information on the dramatic growth ArcView Research is forecasting for the North American cannabis sector.
In order to understand United Cannabis Corp. and its products, some basic knowledge of cannabis and cannabinoids is helpful. Below, we offer a very brief tutorial on cannabinoids and the medical benefits of these plant-derived compounds.
While most investors have heard of THC (Tetrahydrocannabinol), which is the main psychoactive ingredient in cannabis that produces a psychoactive effect (gets people “high”) THC is but one of over 100 different cannabinoids found concentrated in the thick resins produced from cannabis flowers.
While many people still refer to cannabis flowers as “buds”, certainly the term “flowers” is more appropriate and is currently the more modern terminology. Part of the structure of the cannabis flower is the trichome, which contains the sticky resins that contain the cannabinoids.
Please see Exhibit 2 for an example of the structures.
While THC is the main psychoactive cannabinoid, there are many other cannabinoids, which are non-psychoactive. The non-psychoactive cannabinoids is that is most often discussed is cannabidiol, which is normally referred to simply as CBD.
While there are very large differences to how THC and CBD affect the human body, chemically speaking, the molecules are very similar, as can be seen in Exhibit Three. Some of the difference between these two compounds include:
Please see Exhibit Four for a map of U.S. states where THC-based cannabis products hold legal status.
This map was current as of September 14, 2017 and outlines the 29 states and the District of Columbia that currently have laws broadly legalizing cannabis in some form.
CBD, THC and the more than 100 other cannabinoids can have a profound effect on the human body. Exhibit Five shows many of these cannabinoids and some of the effects these have on the human body.
Research conducted during the 1960s on how THC creates the psychoactive effect on the human body led to the discovery of the endocannabinoid system of the human body.
The endocannabinoid (ECS) system is quite remarkable, and also quite complex, therefore, much of a discussion about its functionality is beyond the scope of this investor related report. However, the ECS is a system that all humans have within their bodies that maintains balance at a cellular level. The ECS is a collection of receptors on many different types of cells within the human body. While these receptors are found throughout the body, the main concentrations are in the central nervous system, on immune related cells and in the gastrointestinal tract.
The human body produces its own cannabinoids, which act as chemical messengers to communicate various functions to different types of cells regulating important human functions such as appetite, sleep, mood, pain, memory, and even temperature regulation.
When THC is consumed through cannabis, the THC molecules directly bind to cannabinoid receptors in the brain producing the psychoactive “high” that is felt by the user. While THC binds directly to these receptors, other cannabinoids, in particular CBD, because of its slightly different molecular composition, is unable to directly bind to the receptors. Instead, through a series of reactions, which are outside the scope of this report, CBD increases the amount of other cannabinoids available to bind to the receptors. The net effect is additional beneficial cannabinoids in the system, which bind to the receptors creating positive health effects.
Because CBD does not bind directly to the receptors, but instead, increases the amount of natural occurring cannabinoids available to bind to receptors, there are very few side effects from CBD.
In many ways, CBD is almost a miracle “drug” in that positive benefits are achieved, while side effects are extremely minimal because CBD is simply causing the human body to do more of something it is already doing. While this is an oversimplification – it suits our purpose of explaining this to investors and non-scientific personnel.
Positive Effects of CBD on the Human Body are Proven – But More Research Needs to be Completed
In Early 2017, the National Academy of Sciences produced a report called: The Health Effects of Cannabis and Cannabinoids: The Current State of Evidence and Recommendations for Research. The report was produced by a committee of leading researchers that was tasked with reviewing the scientific research relative to the health benefits of cannabis. The members of the committee were from some of the most prestigious universities and research institutions in the United States, including Harvard University, University of California, John Hopkins University, Columbia University, University of Pennsylvania, Vanderbilt University, and Duke University.
The findings of the committee were groundbreaking.
The report outlined more than 100 different research conclusions and a host of additional conclusions relative to research recommendations.
These findings are quite remarkable in that these show strong health benefits relative to certain conditions while also pointing to very low side effects.
It is also quite remarkable this report was proposed, completed and published at all. While the National Academy of Sciences, the organization that produced the report, is a private organization of researchers and not directly associated with the U.S. federal government, most members of the Academy nevertheless rely very significantly on government grants for their research. In many ways, the conclusions of the report directly contradict the rationale for keeping cannabis “illegal” at the federal level.
Many other studies have paralleled the findings in the National Academy of Sciences report. Based on the Academy’s findings and those of many other researchers, it is very clear that cannabinoids offer considerable human benefit with very few side effects.
In our opinion, as a result of these findings of the report, the world of cannabis and cannabinoids will never be the same.
United Cannabis Corp. has a portfolio of various branded cannabinoids-based products it markets to consumers within the United States and within several other countries. Many of these products have been developed based on years of scientific research and on technological capabilities developed by various members of the United Cannabis team. Additionally noteworthy, is that several of the products are based on unique plant-based formulations that have been developed to treat various debilitating conditions. The Company has also been granted a patent to protect the intellectual property relating to some of its products.
The Company’s Prana Bio Nutrient Medicinal Line is a group of strain-specific cannabinoid products. The products are very accurately dosed and are provided in several forms of delivery, including capsules, sublingual (applied under the tongue) topical (applied to the skin usually via a cream or lotion) trans-dermal patches (a patch infused with cannabinoids applied to the skin), and aerosol sprays.
There are several attributes of the products that we believe are impressive relative to most of the products currently available within the market. For example:
The Company does not just offer a line of products that are sold to consumer, but also includes an advice program with a HIPPA tracking system. The patient is able to sign up for a program where he/she is assigned to a nurse who is able to access medical conditions and create a personalized program for the particular patient. The nurse is then available on an ongoing basis to adjust the program as needed. Based on our research this program is unique in the cannabis industry.
HIPPA compliance is also critical to the success of such a program. HIPPA is the Health Insurance Portability and Accountability Act, which was signed into law in 1996. While it covers many aspects of heath insurance, it also outlines very strict rules for patient privacy. Patients are much more likely to share personal health concerns if they can do so confidentially. Implementation of a strong HIPPA program makes a lot of sense in our option and to our knowledge, United Cannabis is unique in its offering.
The Company is targeting its Prana Bio Nutrient Medicinal Line and the nurse assistance program to patients managing chronic pain, sleep issues, lack of appetite, migraine headaches, glaucoma, multiple sclerosis, fibromyalgia, HIV/AIDS, and many types of cancers.
The product line is available both with and without THC.
The product line was developed in conjunction with Prana Therapeutics. CNAB became the majority shareholder in Prana therapeutics during 2017. In addition to the currently available products, management believes the Prana acquisition will also allow it to develop new non-cannabis based product lines for the over-the-counter market and possibly even new drugs for the orthopedic and cancer markets.
The Company filed a patent during October 2014 for an extraction process, which removes the cannabinoids from the cannabis plant. On August 15, 2017, the Company announced the United States Patent and Trademark Office (USPTO) had issued US Patent #9730911 granting United Cannabis exclusive rights for proprietary formulations based on the compounds extracted from the plant.
Of course, we view this patent as being highly significant.
The acquisition of a majority position in Prana Therapeutics also represented a movement into the conventional biotech space. Through the Prana acquisition, United Cannabis acquired important intellectual property relating to Prana’s compound called, Epidiferphane. Exhibit Seven shows a graphic outlining the proprietary blend of botanical compounds.
Epidiferphane can be used to limit the negative side effects of chemotherapy and to slow tumor progression. Made from a proprietary formulation of three botanical extracts, Epidiferphane has already demonstrated efficacy at preventing and treating several conditions, including:
We think Epidiferphane is important because it diversifies the Company’s product line into the non-cannabis-based arena and provides an additional revenue stream into a potentially huge market.
There are at least 650,000 patients each year who undergo chemotherapy, nearly 100 million with back pain and almost 50 million with arthritis. These markets alone represent a potential market of at least $10 billion annually that could be available to CNAB if Epidiferphane could gain FDA approval.
The brain cancer-related market is also a potentially large market for the Company as there are nearly 25,000 patients each year who die form high-grade glioma brain cancers. There are very few treatment options for this group with average life expectancy averaging less than twelve months after diagnosis.
Targeting this condition could also lead to a fast track approval for the glioma indication, which would not only provide a strong revenue opportunity, but could also speed approval for additional indications.
The clinical programs for the Company are provided in Exhibit Eight.
The Company currently manufactures out of California via a company called Advesa, which operates a certified facility. The products are also distributed out of the facility to dispensaries located within the State of California.
The import and export of cannabis-related products in and out of the United States is a significant issue considering the legal status of cannabis products. In order to minimize these issues, the Company plans to manufacture and distribute products out of Jamaica. In early July of 2017, the Company announced it had registered its Prana P5 Hemp Bio Nutrient Capsules, Aromatherapy Roll-On and Sublingual Drops with Jamaica’s Health Ministry and approved a Jamaican bilateral partner of the Company to begin production in Jamaica. This production is expected to begin during October or November of 2017.
This Jamaican operation should help speed international market entry and minimize export/import issues. The countries of Germany, Israel, Philippines, Canada, Australia and New Zealand, have all approved the purchase of hemp-based products from Jamaica.
In addition to planning a Jamaican manufacturing facility, the Company plans to eventually duplicate the California functionality in Australia.
As can be viewed in the Management Section of this report, the staff at United Cannabis is highly experienced claiming over 45 years of combined experience.
The staff will be able to leverage this extensive experience in order to create an additional revenue stream for the Company in the areas of:
Cultivation – Management team members will be able to provide important consulting relative to cultivation technology and methods, and cannabis plant breeding and genetics programs.
Operations – There are many new entrepreneurs in the cannabis marketplace most of whom lack specific operational experience. The CNAB management team will be able to provide operational expertise to grow operators, cannabis manufacturers, packaging companies and dispensary personnel. Relative to the training of dispensary personnel, the management team could provide significant educational and training on CBD administration, which could further propel the Company’s CBD product line.
Compliance – The states where recreational legalization is occurring along with many states that have approved cannabis sales, are rapidly revamping compliance regulations. The members of the Company have been in the industry for many years and could provide important compliance related consulting services to industry entrepreneurs. This could create an additional revenue stream for the company.
While United Cannabis is a startup, we believe the Company has outstanding opportunities over the coming years.
In January the Company put into place a $10 million financing facility with Tangiers Global. The S-1 registration statement in support of the financing was declared effective in May. This allows the Company to sell up to 5 million shares of common stock, which should go a long way to finance the Company’s future plans.
As outlined above, United Cannabis manufactures its current products through a California company called Advesa. This relationship was finalized during March of this year.
Outlined in the management section are biographical summaries of the management team members. The Company has done an outstanding job and should be commended for attracting top-flight talent to the organization. During February, the Company announced Maj. Gen. USAF David Scott joined the advisory board and in August that David Watson who is a biotech industry pioneer, had also joined the board.
Recently, Murray Jensen joined the medical board of the Company. We believe these individuals will be instrumental in guiding the company toward its goals.
As of the end of the recently announced quarter, June 30, 2017, the Company had approximately $592,000 in cash on the books and total assets of approximately $1.3 million. Management should be commended on keeping its debt levels relatively low. Of the just over $1 million in current liabilities, approximately $500,000 is in the form of accrued wages to officers and directors and $180,000 is the current portion of deferred revenues. This means the “true” debt is rather minimal – outstanding in fact for a development stage company, in our opinion.
It is noteworthy, in our opinion, that there is zero convertible debt; a relatively rarity in the small-cap market these days. Certainly, the effective registration statement for the $10 million facility from Tangiers has provided the Company the ability to avoid the much more expensive convertible forms of debt on the balance sheet.
Please see Exhibit Seven below for the June 30, 2017 balance sheet.
|CONDENSED CONSOLIDATED BALANCE SHEETS – USD ($)||Jun. 30, 2017||Dec. 31, 2016|
|Cash and cash equivalents||$ 592,320||$ 112,621|
|Account receivable, net||24,484|
|Due from related parties||7,190||26,775|
|Total current assets||599,510||163,880|
|Outdoor cultivation facility and laboratory equipment, net of accumulated depreciation of $12,079 and $0.0 at June 30, 2017 and December 31, 2016, respectively||292,113|
|Investments in non-marketable securities||200,000|
|Equity method investments||88,000|
|Current portion of deferred revenue||180,000||180,000|
|Advances from and accrued wages of officers and directors||513,786||175,592|
|Subscription to purchase common shares of a related entity, Prana Therapeutics||150,000|
|Equipment note payable to related party||57,909|
|Convertible notes payable||125,547|
|Total current liabilities||1,007,030||557,062|
|Deferred revenue, net of current portion||113,750||203,750|
|COMMITMENTS AND CONTINGENCIES|
|STOCKHOLDERS’ EQUITY (DEFICIT)|
|Preferred stock, no par value: 10,000,000 authorized; none issued and outstanding|
|Common stock, no par value, 100,000,000 shares authorized; 53,745,906 and 50,650,994 issued and outstanding at June 30, 2017 and December 31, 2016, respectively||12,650,898||8,885,674|
|Total equity (deficit) attributable to stockholders’ of the Company||374,016||(476,659)|
|Non-controlling interest (deficit) in fifty percent owned subsidiary||(180,105)|
|Total stockholders’ equity (deficit)||193,911||(476,659)|
|Total liabilities and stockholders’ equity (deficit)||$ 1,314,691||$ 284,153|
As would be expected for an early-stage biotech related company, a lot of cash has been used to fund operations. For the six months ending June 30, 2017, the Company utilized $374,000 in cash for operating activities and used an additional $412,000 in investing activities, $246,000 of which was for the purchase of equipment. With just over $1 million raised through financings and approximately a quarter million dollars from advances from officers and directors, net cash increased on the June 30, 2017 balance sheet by approximately $480,000.
Please see Exhibit Eight, below for the cash flow statement for the six months ending June 30, 2017.
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – USD ($)||6 Months Ended|
|Jun. 30, 2017||Jun. 30, 2016|
|Cash flows from operating activities:|
|Net loss||$ (3,075,981)||$ (666,378)|
|Increase in collection reserve||19,460|
|Amortization of debt discount to interest expense||34,453||266,711|
|Amortization of deferred financing costs||32,400|
|Non-cash interest expense||1,809|
|Loss on revaluation of derivative liability||33,466|
|Loss on extinguishment of debt||248,892|
|Loss on settlement of dispute||102,139|
|Loss on warrants to cure debt default||92,004|
|Loss on modification of note payable||133,077|
|Gain on payoff of convertible note||(156,531)|
|Gain on conversion of a portion of a convertible note||(15,490)|
|Increase in net assets in connection with acquisition of fifty percent owned subsidiary||(37,546)|
|Decrease in deferred revenue||(90,000)||(90,000)|
|Accrued wages payable to officers and directors||318,407|
|Changes in operating assets and liabilities|
|Amounts due from related parties||19,584|
|Accounts payable and accrued expenses||42,287||82,028|
|Net cash used in operating activities||(374,024)||(109,699)|
|Purchase equipment for and improvements to cultivation facility||(246,283)|
|Purchase of intangible assets||(83,922)|
|Return of deposit||(32,500)|
|Purchase of non-marketable securities||(50,000)|
|Net cash used in investing activities||(412,705)|
|Cash flow from financing activities:|
|Proceeds from issuance of common stock||1,056,142|
|Proceeds from convertible notes||156,978|
|Advances from officers and directors||245,286||52,500|
|Repayment of convertible debt and notes payable||(183,978)|
|Payment on notes payable||(35,000)||(25,000)|
|Net cash provided by financing activities||1,266,428||500|
|Net increase (decrease) in cash||479,699||(109,199)|
|Cash and equivalents, beginning of period||112,621||118,420|
|Cash and equivalents, end of period||592,320||9,221|
While the Company has put into place a $10 million financing line via Tangiers, we anticipate the Company will need additional financings in order to meet its product and clinical trial goals.
While we don’t view further marketing expansion programs for the CBD-based products as being hugely cash intensive, the clinical trials for Epidiferphane, and for other planned products, are likely to be very expensive. Gaining approval for this product and moving it into the marketplace will likely take more cash than the Company has currently allocated via its equity credit line. Therefore, we expect additional rounds of financing in the future.
Earnest Blackmon has 20 years cannabis horticultural experience, 10 years in the commercial cannabis industry, and 20 years experience as a business operator. Mr. Blackmon has developed a proprietary grow method based on an organic standard to aid in stable chemical synthesis to limit side reactions that diminish yield. Mr. Blackmon’s skill with operations, project management, quality control and cultivation ensure that every United Cannabis cultivation project with its strategic partners produces consistent high-grade organic cannabis to meet the demands of our products. Prior to United Cannabis, Mr. Blackmon has been credited with over 25 cannabis awards with his cultivation techniques.
Tony Verzura is the creator of the A.C.T. Now Program, Prana Medicinals, Blue River Terpenes, Advesa, and the lead inventor on the patent granted to United Cannabis. Mr. Verzura has over 35 million in cannabis sale experience and has been credited with over 50 cannabis awards to date. He oversees good manufacturing practices, quality assurance, product development, department training, brand identity, innovation, technologies, and brand identity. Mr. Verzura also works hand in hand with strategic partners to help coordinate on-boarding patient programs, standard operating procedures and promotes the company’s core mission worldwide. Tony Verzura has had special guest appearances on CNBC Money Talk and Iceland’s Bong Appetite. He has attended countless cannabis business conferences and events throughout the United States, Jamaica, Canada, Amsterdam, and Spain. His publications include The Washington Post, High Times, VICE, Culture Magazine, DOPE Magazine, Skunk Magazine, Sensi Seeds, and Frank 151.
Chad Ruby has 15 years experience in the real estate, finance, human resources, portfolio management, project management, and corporate strategy. He has 4 years experience in the cannabis licensing and design-build facilities. Mr. Ruby manages the day-to-day business operations and finance department at United Cannabis.
John Walsh has 40 years experience in the accounting and financial sectors and was previously operated an audit practice of international accounting firm of Deloitte Touche Tohmatsu Limited (“Deloitte”). Mr. Walsh overseas United Cannabis accounting, financials, cash management, and public compliance reporting.
Brent A. Reynolds, Ph.D., attended the University of Calgary, where he received his M.Sc. and Ph.D. in 1989 and 1994, respectively. While working on his Ph.D. thesis Reynolds co-discovered the existence of stem cells in the adult mammalian brain, a finding that overcame a century old dogma that the mature brain did not have the capacity to repair itself. Dr. Reynolds has more than 60 publications, including papers in Science, Cell and Nature, with several manuscripts receiving over 1,000 citations. In addition, he is an inventor on 18 granted US patents. Dr. Reynolds is currently a professor in the department of neurosurgery at UF; adjunct professor at the University of New South Wales, Sydney, Australia; an honorary professor at the Queensland Brain Institute, Australia; and program director for StepAhead, Australia. NIH, NHMRC and numerous foundations have funded his lab.
We do not own these shares and have no plans to acquire, purchase, sell, trade or transfer these shares in any manner.
We have no association with anyone, or any group, with any plan to acquire, purchase, sell, trade or transfer these shares.
Any opinions we may offer about the Company are solely our own, and are made in reliance upon our rights under the First Amendment to the U.S. Constitution, and are provided solely for the general opinionated discussion of our readers. Our opinions should not be considered to be complete, precise, accurate, or current investment advice. Such information and the opinions expressed are subject to change without notice. Separate from the factual content of our articles about the Company, we may from time to time include our own opinions about the Company, its business, markets and opportunities.
The information used and statements of fact made have been obtained from sources considered reliable but we neither guarantee nor represent the completeness or accuracy. We did not make an independent investigation or inquiry as to the accuracy of any information published by the Company, or other firms. The author relied solely upon information published by the Company through its filings, press releases, presentations, and through its own internal due diligence for accuracy and completeness. Statements herein may contain forward-looking statements and are subject to significant risks and uncertainties affecting results.
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