Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

gblx20240630_10q.htm

GB SCIENCES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

INDEX

	Page
PART I. FINANCIAL INFORMATION	3
ITEM 1. Financial Statements (Unaudited)	3
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	25
ITEM 4. Controls and Procedures	26
PART II - OTHER INFORMATION	27
ITEM 1. Legal Proceedings	27
ITEM 1A. Risk Factors	27
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3. Defaults Upon Senior Securities	27
ITEM 4. Mine Safety Disclosures	27
ITEM 5. Other Information	27
ITEM 6. Exhibits	27

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

GB SCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements

GB SCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements

GB SCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements

GB SCIENCES, INC. AND SUBSIDIARIES

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

(unaudited)

The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements

GB SCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)

For the Three Months Ended June 30, 2024 and 2023

(Unaudited)

The accompanying unaudited condensed notes are an integral part of these unaudited consolidated financial statements

GB SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

Note 1 - Background and Significant Accounting Policies

Business

GB Sciences, Inc. ("the Company", "GB Sciences", "we", "us", or "our") is a plant-inspired, biopharmaceutical research and development company creating patented, disease-targeted formulations of cannabis- and other plant-inspired therapeutic mixtures for the prescription drug market through its wholly owned Canadian subsidiary, GbS Global Biopharma, Inc. ("GBSGB").

Through GBSGB, the Company is engaged in the research and development of plant-inspired medicines, with virtual operations in North America and Europe. GBSGB's assets include a portfolio of intellectual property containing both proprietary plant-inspired formulations and our AI-enabled drug discovery platform, as well as critical research contracts and key supplier arrangements. The Company's intellectual property portfolio, which is held by GBSGB, contains eightU.S. and twelveforeign patents issued, twoforeign patents allowed, as well as fifteenU.S. and forty-oneforeign patent-pending applications.

The Company was incorporated in the State of Delaware on April 4, 2001, under the name "Flagstick Venture, Inc." On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing the then name "Signature Exploration and Production Corp." when the business model had changed.

On April 4, 2014, the Company changed its name from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval, and the Company's name was changed from Growblox Sciences, Inc. to GB Sciences, Inc.

Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from 250,000,000 to 400,000,000. Effective August 15, 2019, Shareholders of the Company approved an increase in authorized capital shares from 400,000,000 to 600,000,000. Effective March 09, 2023, Shareholders of the Company approved an increase in authorized capital shares from 600,000,000 to 950,000,000.

Recent Developments

Intellectual Property Portfolio

In the past year, GBLX/GBSGB's foreign patents for plant-based treatments of serious disorders were allowed in different countries, expanding our patent protections as follows. On February 3, 2023, GB Sciences' first foreign patent protecting its proprietary cannabinoid-based formulations for Parkinson's disease was issued in China. China is an increasingly important pharmaceutical market with cultural acceptance of plant-based formulations, which is a good fit for GB Sciences' drug candidates. The global market for treatments of Parkinson's disease is projected to grow to $8.8 billion by the year 2026, and new therapies to address Parkinson's disease symptoms are greatly needed. The Chinese Patent was issued for GBSGB's Cannabinoid-Containing Complex Mixtures for the treatment of Parkinson's disease. On December 1, 2022, the Israeli (IL) Patent was allowed, protecting our Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. On December 15, 2022, the Australian (AU) Patent was allowed, protecting the Company's Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). On February 20, 2023, the Japanese (JP) Patent was allowed, protecting the Company's Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). Additionally, on March 9, 2023, the Notice of Allowance was received for the Company's U.S. Patent Application No. 16/878,295. This Notice of Allowance protects the use of the Company's Myrcene-Containing Complex Mixtures in the treatment of cardiac hypertrophy, overactive bladder, and refractory chronic cough. On April 25, 2023, the Japanese patent was also issued for the use of GBSGB's Cannabinoid-Containing Complex Mixtures in the treatment of Parkinson's disease.

In 2021, our growing intellectual property portfolio was augmented with additional patent-protections for our PhAROS™ drug discovery platform that were filed in July of 2021 and in October of 2021. The Company, through GBSGB, also filed for protection of new PhAROS™ discovered, non-cannabis formulations in July of 2021. In September of 2021, the Company filed a patent application for the Company's improved DCR-MEM formulations for our PD therapeutic program. These new patent applications expanded upon the solid foundation of intellectual property developed over the past six years.

In 2020, the three patents which protect formulations for the Company's lead therapeutic programs were issued by the USPTO. The issuance of U.S. Patent No. 10,653,640 entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Neurodegenerative Diseases" on May 19, 2020 protects methods of using GBSGB's proprietary cannabinoid-containing complex mixtures (CCCM™) for treating Parkinson's Disease. This was an important milestone in the development of these vitally important therapies and validates GBSGB's drug discovery platform. In the US alone, the combined direct and indirect costs associated with Parkinson's disease are estimated at $52 billion, and new therapies to address Parkinson's disease symptoms are greatly needed. This was also the first time that a US patent has been awarded for a cannabis-based complex mixture defined using this type of drug discovery method. The first US patent for PD therapies validated our drug discovery platform and strengthened our intellectual property portfolio of unique CCCM's™, each targeting one of up to 60 specific clinical applications.

The issuance of the Company's second and third US patents for active pharmaceutical ingredients that are complex mixtures identified by our biotech platform further confirmed that the Company's pharmaceutical compositions can be patent protected for use as biopharmaceutical and nutraceutical products. The US Patent entitled "Myrcene-Containing Complex Mixtures Targeting TRPV1" protects methods of using our proprietary MEMs for the treatment of pain disorders related to arthritis, shingles, irritable bowel syndrome, sickle cell disease, and endometriosis. In the US alone, chronic pain represents an estimated health burden of between $560 and $650 billion dollars, and an estimated 20.4% of U.S. adults suffer from chronic pain that significantly decreases their quality of life. Despite the widespread rates of addiction and death, opioids remain the standard of care treatment for most people with chronic pain. The Company believes that it is important to create safer, less addictive alternatives to opioids for the treatment of chronic pain disorders, like GBSGB's myrcene-containing MEMs.

The Company's third issued US Patent entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Mast-Cell-Associated or Basophil-Mediated Inflammatory Disorders" protects methods of using the Company's proprietary MEMs for treating Mast Cell Activation Syndrome (MCAS). MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. Receiving this patent for the treatment of MCAS using our MEMs is an important milestone in the development of this urgently needed medicine. There is no single recommended treatment for MCAS patients. Instead, they attempt to manage MCAS symptoms primarily by avoiding 'triggers' and using rescue medicines for their severe hyperinflammatory attacks. Therefore, MCAS patients need new therapeutic options to control their mast cell related symptoms, and our MEMs were designed to simultaneously control multiple inflammatory pathways within mast cells as a comprehensive treatment option. The Company is strategically targeting MCAS for two additional reasons. By focusing on a rare disease with no known cure, our company can apply for the U.S. Food and Drug Administration's expedited approval process, which allows clinically successful treatments to get to market both quicker and more cost effectively. Gaining approval from the US FDA for the entire anti-inflammatory market would be extremely time consuming and cost prohibitive. Demonstrating that our MEMs are safe for the treatment of MCAS would favorably position our Company for clinical testing of these MEMs as potential treatments for other related inflammatory disorders, such as inflammatory bowel disease, thereby widening the target market and drastically shortening the development cycle and costs.

The Company's fourth US Patent was issued on March 1, 2022 for a cannabinoid-containing mixture designed to treat cardiac hypertrophy, often present in advanced heart disease. GB Sciences' newly issued patent also covers the use of these receptor-targeted formulations for the treatment of TRPV1-receptor associated hearing loss and urinary cystitis. Despite multiple categories of prescription heart medications on the market, heart disease remains the leading cause of death in the United States for people of most racial and ethnic groups. Alternative therapeutic approaches are still needed, especially for the treatment of advanced heart disease.

Licensing Agreement

On September 26, 2024, the Company entered into a mutually beneficial licensing agreement with EndoPure Life Sciences, LLC ("EndoPure"). EndoPure will pay to license certain intellectual property ("IP") rights from within the intellectual property portfolio of GB Sciences. Under this IP licensing agreement, EndoPure will develop, manufacture, and market pharmaceutical products that are protected within GB Sciences' IP portfolio.

GB Sciences will contribute the following to the intellectual property license:

1.

Intellectual property protecting proprietary formulations for the treatment of neurological disorders, including, but not limited to, Parkinson's disease, Alzheimer's disease, Huntington's disease, dementia, multiple sclerosis, epilepsy, and autism.

2.

An exclusive license to develop, manufacture, and sell these treatments for neurological disorders in Brazil.

3.

An exclusive license for EndoPure to develop, manufacture, and sell specifically-approved treatments in South America to be granted after EndoPure has successfully obtained regulatory approvals to market the products in Brazil.

In consideration of this intellectual property license, EndoPure will pay the following:

1.

A royalty equal to 5% of gross sales of any product developed and manufactured pursuant to the IP license agreement in the agreed upon territories.

2.

An annual pre-paid minimum royalty of $50,000 per product for three years. This amount will offset royalty payments otherwise due on this product starting after EndoPure has achieved market approval for at least one of these licensed formulas in Brazil.

3.

An upfront payment of approximately $125,000 USD disbursed directly to Catalent Pharmaceuticals, Inc. ("Catalent"), which is related to the development and contract manufacturing of these licensed products within Catalent's proprietary Zydis® orally dissolving tablet ("ODT") dosage format.

4.

A consulting fee of $5,000 per month as compensation for the assistance of Dr. Andrea Small-Howard in the planning and execution of clinical development for these products.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of GB Sciences, Inc. have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. The balance sheet at June 30, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended March 31, 2024.

Principles of Consolidation

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. All subsidiaries were wholly owned by the Company for the periods presented.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, collectability of notes receivable, inventory valuation and standard cost allocations, valuation of initial right-of-use assets and corresponding lease liabilities, stock-based compensation expense, purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts receivable, accounts payable and accrued expenses are estimated by management to approximate fair value, primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no short-term investments classified as cash equivalents at June 30, 2024 and 2023.

Indefinite and Definite-Lived Intangible Assets

Capitalized costs related to our indefinite-lived intangible assets consisted primarily of the value of our patents pending and includes the costs paid to draft and file patent applications. Upon issuance of the patents, the indefinite-lived intangible assets will have finite lives. Intangible assets also historically included the acquisition cost of a cannabis production license with an indefinite life.

We historically amortized our finite-lived intangible assets, which consisted of granted patents, over their estimated useful lives using the straight-line method, and we periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization.

We review all of our intangible assets for impairment indicators throughout the year. Impairment testing for indefinite-lived intangible assets is performed at least annually and we perform testing for definite-lived intangible assets whenever impairment indicators are present. If we determine that the fair value is less than the carrying value of these assets during testing, we record impairment losses equal to the difference between the carrying value of the asset and the fair market value of the asset.

As of March 31, 2024, we recorded a loss on impairment related to the capitalized patent costs of $42,194. The Company has recorded an impairment of its capitalized patent costs based on the relevant facts and circumstances that existed as of March 31, 2023 in accordance with ASC 350-30-35. Due to liquidity constraints the Company deemed that the likelihood of realizing value from previously capitalized patent costs was questionable, as a result the associated patents were impaired.

At June 30, 2024, the Company's intellectual property portfolio, which is held by GBSGB, contains eightU.S. and twelveforeign patents issued, twoforeign patents allowed, as well as fifteenU.S. and forty-oneforeign patent-pending applications. The patents owned by the Company expire between January 2038 and May 2039. Amortization expense for the quarters ended June 30, 2024 and 2023, was $0 and $624, respectively. The carrying amount of definite-lived intangible assets was $0 at June 30, 2024 and 2023.

There were 10 United States patent applications that are pending as of June 30, 2023, and the corresponding patent assets are treated as indefinite-lived intangible assets. There were 35 international patents pending at June 30, 2023. The carrying amount of the indefinite-lived patent assets was $0 at June 30, 2024 and 2023.

Revenue Recognition

The FASB issued Accounting Standards Codification ("ASC") 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method.

The Company's only material revenue source is part of discontinued operations and derives from sales of cannabis and cannabis products, distinct physical goods. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company's contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company's performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance.

Equity-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB-issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

Because the Company operated in the State-licensed cannabis industry until the December 31, 2021 disposition of the Nevada Subsidiaries, revenue from those activities were subject to the limitations of Internal Revenue Code Section 280E ("280E") for U.S. income tax purposes. Under 280E, the Company is allowed to deduct expenses that are directly related to the production of its products, i.e. cost of goods sold, but is allowed no further deductions for ordinary and necessary business expenses from its gross profit. The Company believes that the deductions disallowed include the deduction of net operating loss carryforwards ("NOLs"). The unused NOLs will continue to carry forward and those that do not expire or become subject to other limitations may be used by the Company to offset future taxable income that is not subject to the limitations of 280E.

Loss per Share

The Company's basic loss per share has been calculated using the weighted average number of common shares outstanding during the year. The Company had 167,396,125 and 162,611,301 potentially dilutive common shares including convertible debt, stock options and warrants at June 30, 2024 and 2023, respectively. Such common stock equivalents were not included in the computation of diluted net loss per share, as their inclusion would have been anti-dilutive.

Recent Accounting Pronouncements

Standards Not Yet Adopted

All other newly issued accounting pronouncements have been deemed either immaterial or not applicable.

Note 2 - Going Concern

The Company's unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception, which have caused an accumulated deficit of $110,352,010 at June 30, 2024. The Company had a working capital deficit of $5,267,133 at June 30, 2024, compared to a deficit of $4,655,504 at June 30, 2023. In addition, the Company has consumed cash in its operating activities of $21,991 for the three months ended June 30, 2024, compared to $105,301 used in operating activities for the three months ended June 30, 2023.

Management has been able, thus far, to finance the losses through debt financing, a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals.

In view of these conditions, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Accordingly, there is substantial doubt about the Company to continue as a going concern for a period of twelve months from the date of these financial statements were made available. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern.

Note 3 - Notes and Convertible Notes Payable and Line of Credit

Summary of Notes Payable and Convertible Notes Payable

As of June 30, 2024 and 2023 the following notes payable were recorded in the Company's consolidated balance sheets:

		As of June 30, 2024
		Face Value			Discount			Carrying Value
0% Note Payable dated October 23, 2017 (as amended)		$	55,307			$	-			$	55,307
6% Convertible promissory notes payable			560,000				-				560,000
6% Convertible notes payable due January 18, 2022			325,000				-				325,000
6% Convertible note payable due July 1, 2022 (Note 6)			50,000				-				50,000
6% Convertible promissory notes payable due September 30, 2023			197,000				-				197,000
6% Convertible note payable due December 31, 2023			250,000				-				250,000
Total short-term notes and convertible notes payable		$	1,437,307							$	1,437,307
6% Convertible note payable due June 29, 2026			25,000				-				25,000
6% Convertible note payable due July 10, 2026			50,000				-				50,000
6% Convertible notes payable due January-February 2027			247,000				-				247,000
Total notes and convertible notes payable		$	1,759,307			$	-			$	1,759,307

		As of March 31, 2024
		Face Value			Discount			Carrying Value
0% Note Payable dated October 23, 2017 (as amended)		$	55,307			$	-			$	55,307
6% Convertible promissory notes payable			560,000				-				560,000
6% Convertible notes payable due January 18, 2022			325,000				-				325,000
6% Convertible note payable due July 1, 2022 (Note 6)			50,000				-				50,000
6% Convertible promissory notes payable due September 30, 2023			197,000				-				197,000
6% Convertible note payable due December 31, 2023			250,000				-				250,000
Total short-term notes and convertible notes payable		$	1,437,307							$	1,437,307
6% Convertible note payable due June 29, 2026			25,000				-				25,000
6% Convertible note payable due July 10, 2026			50,000				-				50,000
6% Convertible notes payable due January-February 2027			247,000				-				247,000
Total notes and convertible notes payable		$	1,759,307			$	-			$	1,759,307

0% Note Payable dated October 23, 2017

On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement ("Amended Production License Agreement"). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. The present value of the note was $521,067 on the date of its issuance based on an imputed interest rate of 20.3% and the Company recorded a discount on notes payable of $178,933 related to the difference between the face value and present value of the note.

On August 10, 2020, the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") for the sale of its interest in GB Sciences Nopah, LLC. The Nopah sale was closed December 31, 2021 after successful transfer of the Nevada Medical Marijuana Cultivation Facility Registration Certificate on December 14, 2021. At close, the principal balance of the note was reduced from $369,445 to $190,272 and accounts payable totaling $74,647 to an affiliate of the purchaser were extinguished.

On March 4, 2022, the Company entered into the Second Promissory Note Modification Agreement, which reduced the total outstanding balance of principal and interest from $201,532 (at the time of the agreement) to $179,127 and modified the terms of the note to provide that the Company would make an immediate payment of $75,000, with $5,000 monthly payments thereafter until the note is repaid in full. The modification also provided that the note would bear interest at 8.0% per annum. The Company made a $75,000 payment pursuant to the terms of the modification on March 4, 2022. This note is currently in default.

At June 30, 2024, the outstanding balance of the note was $55,307, and accrued interest was $5,867. The Company made no payments during the quarter ended June 30, 2024.

March 2017 and July 2017 Convertible Note Offerings

In March 2017, the Company entered into a Placement Agent's Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company's common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company's' common stock at an exercise price of $0.60 per share for the period of threeyears. Between March 2017 and May 2017, the Company issued short-term Promissory Notes ("Notes") to various holders with combined face value of $2,000,000. The Notes are payable within threeyears of issuance and are convertible into 8,000,000 shares of the Company's common stock. The Company also issued 8,000,000 common stock warrants to the Noteholders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of threeyears. The Company recorded an aggregate discount on convertible notes of $1,933,693, which included $904,690 related to the relative fair value of beneficial conversion features and $1,029,003 for the relative fair value of the warrants issued with each note. The fair value of warrants was derived using the Black-Scholes valuation model.

In July 2017, the Company entered into a Placement Agent's Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company's common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company's' common stock at an exercise price of $0.65 per share for the period of threeyears. Between July 2017 and December 2017, the Company issued short-term Promissory Notes ("Notes") to various holders with combined face value of $7,201,000. The Notes are payable within threeyears of issuance and are convertible into 28,804,000 shares of the Company's common stock. The Company also issued 28,804,000 common stock warrants to the Note holders. The warrants are exercisable at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of threeyears. The Company recorded an aggregate discount on convertible notes of $7,092,796, which included $3,142,605 related to the relative fair value of beneficial conversion features and $3,950,191 for the relative fair value of the warrants issued with each note. The fair value of warrants was derived using the Black-Scholes valuation model.

All notes from the March and July 2017 offerings have passed their maturity dates. During the year ended March 31, 2022, the Company agreed to extensions with the holders of a total of $197,000 of the $1,257,000 that remained outstanding at the time. For the $197,000 of extended notes, the Company agreed to reduce the conversion price to $0.10 per share and issued a total of 788,000 additional warrants to the holders of the notes with a term of threeyears and an exercise price of $0.10 per share. In exchange, the maturity date of the notes was extended to September 30, 2023. As of the date of this filing, these notes are still outstanding and are currently in default. Using the Black-Scholes model, the Company valued the warrants at $13,396 and the change in the fair value of the conversion feature at $33,490. Because the change in the fair value of the conversion feature exceeded 10% of the carrying amount of the notes, the Company accounted for the modification of the notes as an extinguishment and recorded a discount on the new convertible notes of $46,886 related to the fair value of the new warrants issued and the change in the fair value of the conversion feature. The Company recorded interest expense of $2,947 and $2,947 on the extended notes during the quarters ended June 30, 2024 and 2023, respectively. Accrued interest on the $197,000 extended notes is $82,772 and the remaining unamortized discount was $0 at June 30, 2024.

Three convertible notes totaling $1,060,000 were held by the same investor and in default. On January 20, 2022, the Company repaid $500,000 of the principal balances owed to the investor, and one convertible note in the amount of $560,000 remains outstanding plus accrued interest totaling $251,862. The Company intends to negotiate the terms of an extension of the remaining note and accrued interest with the noteholder. The notes do not provide for a default penalty or penalty interest rate. Interest expense for the outstanding note was $11,169 and $11,169, respectively, for the quarters ended June 30, 2024 and 2023, and no unamortized discount at June 30, 2024.

December 2020 $700,000 6% Convertible Notes

On December 18, 2020, the Company began an offering of 6.0% convertible notes for the purpose of funding a pre-clinical study of the Company's patent-pending Cannabinoid-Containing Complex Mixtures for the treatment of Cytokine Release Syndromes, including Acute Respiratory Distress Syndrome, in COVID-19 patients. The Company pledged the related intellectual property as security for the notes. The notes are convertible at a rate of $0.05 per share at the lender's request. The Company previously issued $625,000 in convertible notes under the offering to three investors. $375,000 of the notes mature between January 31, 2021 and July 1, 2022, and $250,000 mature in December 2023. These notes are currently in default. Payment of accrued interest and principal is due at maturity. The Company received cash of $543,750, net of brokerage fees, and recorded discounts on the convertible notes totaling $81,250 related to the issuance costs. Notes totaling $425,000 were issued with in-the-money conversion features, and the Company recorded beneficial conversion feature discounts totaling $347,000 on the related notes. During the year ended March 31, 2022, the Company received an additional $50,000 related to the note offering and recorded a discount on convertible notes payable of $6,500 related to issuance costs. The notes were initially convertible into the Common stock of the Company at $.03cents per share. On November 13, 2023 the Company reduced the conversion rate from $.03cents per share to $.01cent per share through December 31, 2023. The Company reviewed the reduction of the conversion price and deemed that it did not meet the criterion for debt extinguishment. As the conversion price of $.03per share and $.01per share were both out of the money, the Company deemed that there was no impact of the reduction of the conversion price.

During the year ended March 31, 2024, the Company received an additional $25,000 and $50,000 related to the note offering with maturity dates of June 30, 2026 and July 10, 2026, respectively, and recorded no discount or beneficial conversion features. During the quarters ended June 30, 2024 and 2023, the Company recorded interest expense of $11,967 and $10,849, respectively, on the December 2020 $700,000 6% Convertible Notes. Accrued interest on these notes is $141,263 and the remaining unamortized discount was $0 at June 30, 2024.

January 2024 $247,000 6% Convertible Notes

From January 22, 2024 to February 7, 2024, the Company offered additional 6% convertible notes to 13 investors for total proceeds of $247,000 out of a total planned subscription of $500,000. The notes mature threeyears from the date the subscription price was paid. The notes are convertible at the discretion of the holder in part or in full at the conversion rate of $0.01 per share. In addition, for any investors in these notes that hold warrants from previous transactions, those warrants shall have an exercise price of $0.01 per share for a period of 90 days beginning on the date of the note. There was no discount recorded related to these notes. During the quarters ended June 30, 2024 and 2023, the Company recorded interest expense of $3,695 and $0, respectively. Accrued interest on these notes is $6,145 at June 30, 2024.

Note 4 - Capital Transactions

Quarterended June 30, 2024

Warrants

During the quarter ended June 30, 2024, the Company repriced 1,000,000 unexpired investor warrants from $0.10 to $0.01. On May 16, 2024 the warrants were exercised and the Company recognized $3,462 as a deemed dividend and in accordance with ASC 470, this amount was recorded through additional paid in capital and retained earnings as a deemed dividend.

During the quarter ended June 30, 2024, there were 4,198,002 expired warrants at an original exercise price of $0.25 and 2,095,333 expired warrants at an original exercise price of $0.10.

During the quarter ended June 30, 2024, the Company accepted the exercise of 1,000,000 warrants at $0.01 per share of common stock, for gross cash proceeds of $10,000.

Year ended March 31, 2024

Warrants

During the year ended March 31, 2024, the Company extended the expiration date and temporarily repriced 92,657,209 unexpired investor warrants effective as of September 1, 2023. In addition, the Company reinstated 23,006,492 previously expired warrants exercisable at $0.01 per share and recognized $278,315 as a deemed dividend related to the reissuance of these warrants and in accordance with ASC 470, this amount was recorded through additional paid in capital and accumulated deficit as a deemed dividend.

During the year ended March 31, 2024, there were 3,490,834 expired warrants at an original exercise price of $0.10, 4,295,500 expired warrants at an original exercise price of $0.60, 300,000 expired warrants at an original exercise price of $0.04, and 2,456,750 expired warrants at an original exercise price of $0.10.

During the year ended March 31, 2024, the Company accepted the exercise of 25,348,467 warrants at $0.01 per share of common stock, for gross cash proceeds of $253,529, and recorded brokerage fees of $17,752.

During the year ended March 31, 2024, the Company repurchased 1,150,000 common shares for $0.

Warrants Outstanding

Presented below is a summary of the Company's warrant activity, exclusive of warrants held by employees, for the periods ended June 30, 2024 and March 31, 2024:

		Warrants Outstanding
		Number of Shares			Exercise Price
Warrants issued (including reinstated)			23,006,492				$0.01
Warrants exercised			(25,348,467	)			$0.01
Warrants expired/cancelled			(38,337,538	)			$0.01	-	$0.60
Outstanding at March 31, 2024			82,079,164
Warrants issued			-				$0.00
Warrants exercised			(1,000,000	)			$0.01
Warrants expired/cancelled			(6,293,335	)			$0.10	-	$0.25
Outstanding at June 30, 2024			74,785,829

Employee Option Grants

A summary of employee option activity, including warrants issued to employees, as of June 30, 2024 and 2023, and changes during the years then ended, is presented below:

										Weighted
						Weighted			Average
						Average			Remaining			Aggregate
						Exercise			Contractual			Intrinsic
Employee options		Options			Price $			Life (years)			Value ($)
Exercisable at March 31, 2023			17,733,334			$	0.11
Granted			15,000,000			$	0.01
Exercised			-			$	-
Expired			(2,700,000	)		$	0.11
Forfeited			(1,150,000	)		$	0.05
Outstanding at March 31, 2024			28,883,334			$	0.06			$	7.06			$	-
Fully vested and expected to vest at March 31, 2024			28,883,334			$	0.06
Exercisable at March 31, 2024			28,883,334			$	0.06
Granted			-			$	-
Exercised			-			$	-
Expired			-			$	-
Forfeited			-			$	-
Outstanding at June 30, 2024			28,883,334			$	0.06			$	7.06			$	-
Fully vested and expected to vest at June 30, 2024			28,883,334			$	0.06
Exercisable at June 30, 2024			28,883,334			$	0.06

The table below sets forth nonemployee option activity for the quarters ended June 30, 2024 and 2023 and changes during the years then ended, is presented below:

										Weighted
						Weighted			Average
						Average			Remaining		Aggregate
						Exercise			Contractual		Intrinsic
Nonemployee options		Options			Price $			Life (years)		Value ($)
Exercisable at March 31, 2023			6,483,000			$	0.13
Granted			8,000,000			$	0.01
Exercised			-
Forfeited			-
Outstanding at March 31, 2024			14,483,000			$	0.06				7.58
-Fully vested and expected to vest at March 31, 2024			14,483,000			$	0.06
Exercisable at March 31, 2024			14,483,000			$	0.06
Granted			-
Exercised			-
Forfeited			-
Outstanding at June 30, 2024			14,483,000			$	0.06				7.58
-Fully vested and expected to vest at June 30, 2024			14,483,000			$	0.06
Exercisable at June 30, 2024			14,483,000			$	0.06

Restricted stock awards

No restricted stock awards were granted during the quarters ended June 30, 2024 and 2023.

Note 5 - Commitments and Contingencies

On April 11, 2022, the Company was served notice of a lawsuit filed in the Eighth Judicial District Court in Clark County, Nevada by an individual who alleges he was shot by a security guard at the Teco Facility in May of 2020. The alleged incident occurred after the claimant broke into the Teco Facility during closing hours. GB Sciences, Inc. and its former subsidiaries GB Sciences Nevada, LLC and GB Sciences Las Vegas, LLC, along with the security provider, Protective Force International, Inc., were named as defendants in the lawsuit. The Company holds a certificate of insurance with the insurer for Protective force International and believes it may have coverage under that policy in the event the Company is found liable for damages, however, the Company denies any liability and intends to vigorously defend the lawsuit. We are unable to make any determination at this time as to the likelihood or amount of damages.

From time to time, the Company may become involved in certain legal proceedings and claims which arise in the ordinary course of business. In management's opinion, based on consultations with outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available, if management should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, the Company would record a reserve for the claim in question. If and when the Company records such a reserve, it could be material and could adversely impact its results of operations, financial condition, and cash flows.

The Company is currently involved in projects for which the Company has contracts with vendors and for which the Company has been invoiced approximately $235,000. Work on these projects will not commence until 2025, the Company has not accrued for these amounts.

Note 6 - Related Party Transactions

As of June 30, 2024, $108,816 has been recorded in accounts payable related party, due to an entity controlled by a family member of Mr. John Poss, Chief Executive Officer of the Company. Amounts owing are for marketing services provided and have been recorded as a component of general and administrative expense. In addition, there was $7,634 owed to Mr. Poss at June 30, 2024 for expenses incurred in connection with the business operations of the Company.

As of June 30, 2024, $18,498 has been recorded in accounts payable related party, due to Dr. Andrea Small Howard, President and Director, related to amounts owed for expenses incurred in connection with the business operations of the Company.

As of June 30, 2024 and March 31, 2024, the Company owed $134,949 and $127,436, respectively, for Related Party Accounts Payable.

Note 7 - Note Receivable from Sale of Membership Interests in Nevada Subsidiaries

On March 24, 2020, the Company entered into the Membership Interest Purchase Agreement ("Teco MIPA") with AJE Management, LLC. Pursuant to the Teco MIPA, the Company agreed to sell 100% of its membership interests in GB Sciences Nevada, LLC, and GB Sciences Las Vegas, LLC (the "Teco Subsidiaries") for approximately $8 million, which amount includes a cash payment at closing, the extinguishment and/or repayments of certain liabilities owed to the purchaser and affiliates of the purchaser, and an 8% promissory note.

On August 10, 2020, the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") and Promissory Note Modification Agreement with 483 Management, LLC. Pursuant to the Nopah MIPA, the Company agreed to sell its 100% membership interest in GB Sciences Nopah, LLC ("Nopah"), which holds a Nevada medical marijuana cultivation certificate. As consideration, the Company would receive $312,315 in consideration in the form of a $237,668 reduction to the outstanding principal and accrued interest balances of the 0% Note payable dated October 23, 2017 (Note 5), and extinguishment of accounts payable of $74,647, which were owed to an affiliate of the purchaser.

The closing of the Teco and Nopah sales was contingent upon the successful transfer of the Nevada cultivation and production licenses. On December 14, 2021, the Company received approval from the Nevada Cannabis Compliance Board for the transfer of cannabis cultivation and extraction licenses held by its subsidiaries GB Sciences Nevada, LLC, GB Sciences Las Vegas, LLC, and GB Sciences Nopah, LLC (the "Nevada Subsidiaries"). Consequently, all conditions to closing the sales of the 100% membership interests in the Nevada Subsidiaries were satisfied, and the transactions formally closed on December 31, 2021. After the closing date, the Company retains no ownership interest in the Nevada Subsidiaries.

As consideration for the membership interests, the Company received cash payments of $1,648,772 (including $400,000 in advance payments received during the nine months ended December 31, 2021), the extinguishment $3,462,854 of debt and current liabilities owed to affiliates of the purchaser and a $3,025,000 8% note receivable.

The $3,025,000 note receivable from the sale of the Teco Subsidiaries was initially payable as quarterly, interest only payments of $60,500 for the firstyear, followed by seven quarterly payments of interest and principal of $201,774 beginning March 31, 2023, with a final payment of principal and interest totaling $2,014,225 on December 31, 2024.

The note contains a provision that allows payments of principal and interest due prior to the maturity date to be postponed to the next quarterly payment date if cash flow from the operations of the facility is insufficient to cover the amount of the payment. Several days prior to the first interest payment due date of April 1, 2022, AJE Management, LLC notified the Company that it would be postponing the payment of interest of $60,500 due on April 1, 2022 due to insufficient cash flow to make the payment. AJE Management, LLC has also notified us that it was unable to make the interest payment due July 1, 2022 due to insufficient cash flow. As a result, the Company reevaluated the factors relating to the collectability of the note and determined that an impairment charge in the amount of $3,025,000, equal to the full balance of the note, was warranted as there is substantial uncertainty around the collectability of the note, and we are unable to make an appropriate estimate of the amount of payments, if any, the Company will ultimately receive. The impairment charge was included on the Company's Statement of Operations for the year ended December 31, 2022 as loss on impairment of note receivable.

On March 27, 2023, the Company and AJE Management entered into agreement whereby a payment in the amount $100,000 paid on or about the date of the agreement ("initial principal payment") shall have been deemed to reduce the principal amount of the note by an additional $504,167. The amount of $100,000 was recorded in Other Income on the Statement of Operations.

Further in connection with the execution of the March 27, 2023 agreement all parties to the note agreed that after the initial principal payment, additional payments made on or prior to September 30, 2023, shall reduce the amounts outstanding under the note such that for each $1.00 paid to Payee, (i) the principal amount of the Note shall be reduced by $5.0416, and (ii) Maker shall be deemed to have repaid all interest that has accrued on such principal amount from the date of the Note to the date of such payment. For purpose of clarity, it is hereby acknowledged and agreed, that the payment of the Initial Principal Payment together with additional payments in the aggregate amount of $500,000, made by Maker to Payee on or prior to September 30, 2023, shall satisfy all of Maker's obligations under the Note. To the extent any amounts remain outstanding under the Note after September 30, 2023, all payments made by Maker to Payee under the Note following September 30, 2023 shall be applied to repay the Note in accordance with its terms without regard to this Agreement.

Note 8 - Subsequent Events

Subsequent to June 30, 2024, the Company raised $25,000 through the issuance of a convertible notes payable. The note bears interest at 6% per annum and is convertible into shares of the Company's common stock at $0.01 per share, The note matures November 2027.

GB SCIENCES, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of Operations

June 30, 2024

(unaudited)

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", believes", "estimates", "predicts" or "continue", which list is not meant to be all-inclusive, and other such negative terms and comparable technology. These forward-looking statements, include, without limitation, statements about market opportunity, strategies, competition, expected activities and expenditures as we pursue business our plan, and the adequacy of available cash reserves. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include among other things:

(i) product demand, market and customer acceptance of any or all of the Company's products, equipment and other goods,

(ii) ability to obtain financing to expand its operations,

(iii) ability to attract and retain qualified personnel,

(iv) the results, cost and timing of our preclinical studies and clinical trials, including any delays to such clinical trials relating to enrollment or site initiation, as well as the number of required trials for regulatory approval and the criteria for success in such trials,

(v) our dependence on third parties in the conduct of our preclinical studies and clinical trials,

(vi) legal and regulatory developments in the United States and foreign countries, including any actions or advice that may affect the design, initiation, timing, continuation, progress or outcome of clinical trials or result in the need for additional clinical trials,

(vii) the results of our preclinical studies and earlier clinical trials of our product candidates may not be predictive of future results and we may not have favorable results in our ongoing or planned clinical trials,

(viii) the difficulties and expenses associated with obtaining and maintaining regulatory approval of our product candidates, and the indication and labeling under any such approval,

(ix) our plans and ability to develop and commercialize our product candidates,

(x) successful development of our commercialization capabilities, including sales and marketing capabilities, whether alone or with potential future collaborators,

(xi) the size and growth of the potential markets for our product candidates, the rate and degree of market acceptance of our product candidates and our ability to serve those markets,

(xii) the success of competing therapies and products that are or become available,

(xiii) our ability to limit our exposure under product liability lawsuits, shareholder class action lawsuits or other litigation,

(xiv) our ability to obtain and maintain intellectual property protection for our product candidates,

(xv) our ability to obtain and maintain third-party manufacturing for our product candidates on commercially reasonable terms,

(xvi) delays, interruptions or failures in the manufacture and supply of our product candidates,

(xvii) the performance of third parties upon which we depend, including third-party contract research organizations, or CROs, contract manufacturing organizations, or CMOs, contractor laboratories and independent contractors,

(xviii) the timing and outcome of current and future legal proceedings,

(xix) our ability to maintain proper functionality and security of our internal computer and information systems and prevent or avoid cyberattacks, malicious intrusion, breakdown, destruction, loss of data privacy or other significant disruption,

(xx) the adequacy of capital reserves and liquidity including, but not limited to, access to additional borrowing capacity,

(xxi) the extent to which health epidemics and other outbreaks of communicable diseases, including the ongoing COVID-19 pandemic, could disrupt our operations or materially and adversely affect our business and financial conditions, and

(xxii) general industry and market conditions and growth rates, unexpected natural disasters, and other factors, which we have little or no control: and any other factors discussed in the Company's filings with the Securities and Exchange Commission ("SEC").

The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

The following discussion highlights the Company's results of operations and the principal factors that have affected our financial condition, as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis is based on the Company's unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

Executive Overview

GB Sciences, Inc. ("the Company", "GB Sciences", "we", "us", or "our") is a plant-inspired, biopharmaceutical research and development company creating patented, disease-targeted formulations of cannabis- and other plant-inspired therapeutic mixtures for the prescription drug market through its wholly owned Canadian subsidiary, GbS Global Biopharma, Inc. ("GBSGB").

Through GBSGB, the Company is engaged in the research and development of plant-inspired medicines, with virtual operations in North America and Europe. GBSGB's assets include a portfolio of intellectual property containing both proprietary plant-inspired formulations and our AI-enabled drug discovery platform, as well as critical research contracts and key supplier arrangements. The Company's intellectual property portfolio, which is held by GBSGB, contains eight U.S. and twelve foreign patents issued, two foreign patents allowed, as well as fifteen U.S. and forty-one foreign patent-pending applications.

The Company's intellectual property covers a range of over 65 medical conditions, from which five drug development programs are in the preclinical stage of drug development including our formulations for Parkinson's disease ("PD"), chronic pain, cytokine release syndrome, stress/anxiety/depression, and cardiovascular therapeutic programs. The primary focus for the development of the Company's lead program this year has been in evaluating suitable development partners that will assist us in preparing its cannabinoid-based formulas for the treatment of the motor symptoms of Parkinson's disease for a first-in-human clinical trial. Talks with multiple potential licensing partners are ongoing and remain promising to help support the development of our Parkinson's disease therapy. Depending on the results of ongoing preclinical studies for our other therapy programs, the Company intends to move our drug development forward towards clinical trials for its proprietary treatments for chronic pain, stress/anxiety, and cytokine release syndrome therapies after PD.

In the period from March 30, 2023 to now, the Company received positive results from five different preclinical trials. These important studies support the viability of its novel therapeutic programs. In July of 2023, the Company announced that they have successfully completed a dose response study in rodents at the University of Lethbridge that supports the Company's cannabinoid-based therapy for Parkinson's disease. The study has established dose ranges and the corresponding times to onset and duration of action in a rodent model, which helps to establish the correct dosing of the Company's cannabinoid-containing Parkinson's formulations for a first-in-human trial. In addition to the dosage range findings, this study demonstrated that the Company's Parkinson's disease formulations were well tolerated, and there were no adverse effects. As the second most common neurodegenerative disease, the market for Parkinson's disease (PD) treatments is expected to grow to $12.8 billion by 2028.

During the period from March 30, 2023 to now, the Company's formulations for chronic pain, anxiety and depression have been evaluated in preclinical animal studies with researchers at the National Research Council (NRC) Canada. Drug candidates originally identified by PhAROS™ have now been validated in these preclinical animal studies at the NRC. Two preclinical studies at the University of Seville were completed this year. One evaluated the effectiveness of our extended-release formulas for chronic pain and showed positive results in preclinical cell models. The other validated the stability (shelf-life) of these nanoparticle-based and extended-release formulas for chronic pain. This shelf-life study demonstrated significant stability under defined storage conditions.

Previously, the Company received positive preclinical proof-of-concept data supporting its complex mixtures for the treatment of Cytokine Release Syndrome, and its lead candidates will be optimized based on late-stage preclinical studies at Michigan State University. Proof-of-concept studies in animals that support our heart disease formulations have been successfully completed at the University of Hawaii. The Company runs a lean drug development program through GBSGB and takes effort to minimize expenses, including personnel, overhead, and fixed capital expenses through strategic partnerships with Universities and Contract Research Organizations ("CROs"). Our productive research and development network includes distinguished universities, hospitals, and Contract Research Organizations.

Recent Developments

Divestiture of Nevada Cannabis Operations

On March 24, 2020, the Company entered into the Membership Interest Purchase Agreement ("Teco MIPA") with AJE Management, LLC. Pursuant to the Teco MIPA, the Company agreed to sell 100% of its membership interests in GB Sciences Nevada, LLC, and GB Sciences Las Vegas, LLC (the "Teco Subsidiaries") for approximately $8 million, which amount includes a cash payment at closing, the extinguishment and/or repayments of certain liabilities owed to the purchaser and affiliates of the purchaser, and an 8% promissory note.

On August 10, 2020, the Company entered into the Membership Interest Purchase Agreement ("Nopah MIPA") and Promissory Note Modification Agreement with 483 Management, LLC. Pursuant to the Nopah MIPA, the Company agreed to sell its 100% membership interest in GB Sciences Nopah, LLC ("Nopah"), which holds a Nevada medical marijuana cultivation certificate. As consideration, the Company would receive $312,315 in consideration in the form of a $237,668 reduction to the outstanding principal and accrued interest balances of the 0% Note payable dated October 23, 2017, and extinguishment of accounts payable of $74,647, which were owed to an affiliate of the purchaser.

The closing of the Teco and Nopah sales was contingent upon the successful transfer of the Nevada cultivation and production licenses. On December 14, 2021, the Company received approval from the Nevada Cannabis Compliance Board for the transfer of cannabis cultivation and extraction licenses held by its subsidiaries GB Sciences Nevada, LLC, GB Sciences Las Vegas, LLC, and GB Sciences Nopah, LLC (the "Nevada Subsidiaries"). Consequently, all conditions to closing the sales of the 100% membership interests in the Nevada Subsidiaries were satisfied, and the transactions formally closed on December 31, 2021. After the closing date, the Company retains no ownership interest in the Nevada Subsidiaries.

As consideration for the membership interests, the Company received cash payments of $1,648,772 (including $400,000 in advance payments received during the nine months ended December 31, 2021), the extinguishment of debt and current liabilities owed to affiliates of the purchaser of $3,462,854, and a $3,025,000 8% note receivable.

Intellectual Property Portfolio

In the past year, GBLX/GBSGB's foreign patents for plant-based treatments of serious disorders were allowed in different countries, expanding our patent protections as follows. On February 3, 2023, GB Sciences' first foreign patent protecting its proprietary cannabinoid-based formulations for Parkinson's disease was issued in China. China is an increasingly important pharmaceutical market with cultural acceptance of plant-based formulations, which is a good fit for GB Sciences' drug candidates. The global market for treatments of Parkinson's disease is projected to grow to $8.8 billion by the year 2026, and new therapies to address Parkinson's disease symptoms are greatly needed. The Chinese Patent was issued for GBSGB's Cannabinoid-Containing Complex Mixtures for the treatment of Parkinson's disease. On December 1, 2022, the Israeli (IL) Patent was allowed, protecting our Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. On December 15, 2022, the Australian (AU) Patent was allowed, protecting the Company's Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). On February 20, 2023, the Japanese (JP) Patent was allowed, protecting the Company's Cannabinoid-Containing Complex Mixtures for the treatment of Mast Cell Activation Syndrome (MCAS). Additionally, on March 9, 2023, the Notice of Allowance was received for the Company's U.S. Patent Application No. 16/878,295. This Notice of Allowance protects the use of the Company's Myrcene-Containing Complex Mixtures in the treatment of cardiac hypertrophy, overactive bladder, and refractory chronic cough. On April 25, 2023, the Japanese patent was also issued for the use of GBSGB's Cannabinoid-Containing Complex Mixtures in the treatment of Parkinson's disease.

In 2021, our growing intellectual property portfolio was augmented with additional patent-protections for our PhAROS™ drug discovery platform that were filed in July of 2021 and in October of 2021. The Company, through GBSGB, also filed for protection of new PhAROS™ discovered, non-cannabis formulations in July of 2021. In September of 2021, the Company filed a patent application for the Company's improved DCR-MEM formulations for our PD therapeutic program. These new patent applications expanded upon the solid foundation of intellectual property developed over the past six years.

In 2020, the three patents which protect formulations for the Company's lead therapeutic programs were issued by the USPTO. The issuance of U.S. Patent No. 10,653,640 entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Neurodegenerative Diseases" on May 19, 2020 protects methods of using GBSGB's proprietary cannabinoid-containing complex mixtures (CCCM™) for treating Parkinson's Disease. This was an important milestone in the development of these vitally important therapies and validates GBSGB's drug discovery platform. In the US alone, the combined direct and indirect costs associated with Parkinson's disease are estimated at $52 billion, and new therapies to address Parkinson's disease symptoms are greatly needed. This was also the first time that a US patent has been awarded for a cannabis-based complex mixture defined using this type of drug discovery method. The first US patent for PD therapies validated our drug discovery platform and strengthened our intellectual property portfolio of unique CCCM's™, each targeting one of up to 60 specific clinical applications.

The issuance of the Company's second and third US patents for active pharmaceutical ingredients that are complex mixtures identified by our biotech platform further confirmed that the Company's pharmaceutical compositions can be patent protected for use as biopharmaceutical and nutraceutical products. The US Patent entitled "Myrcene-Containing Complex Mixtures Targeting TRPV1" protects methods of using our proprietary MEMs for the treatment of pain disorders related to arthritis, shingles, irritable bowel syndrome, sickle cell disease, and endometriosis. In the US alone, chronic pain represents an estimated health burden of between $560 and $650 billion dollars, and an estimated 20.4% of U.S. adults suffer from chronic pain that significantly decreases their quality of life. Despite the widespread rates of addiction and death, opioids remain the standard of care treatment for most people with chronic pain. The Company believes that it is important to create safer, less addictive alternatives to opioids for the treatment of chronic pain disorders, like GBSGB's myrcene-containing MEMs.

The Company's third issued US Patent entitled "Cannabinoid-Containing Complex Mixtures for the Treatment of Mast-Cell-Associated or Basophil-Mediated Inflammatory Disorders" protects methods of using the Company's proprietary MEMs for treating Mast Cell Activation Syndrome (MCAS). MCAS is a severe immunological condition in which mast cells inappropriately and excessively release inflammatory mediators, resulting in a range of severe chronic hyperinflammatory symptoms and life-threatening anaphylaxis attacks. Receiving this patent for the treatment of MCAS using our MEMs is an important milestone in the development of this urgently needed medicine. There is no single recommended treatment for MCAS patients. Instead, they attempt to manage MCAS symptoms primarily by avoiding 'triggers' and using rescue medicines for their severe hyperinflammatory attacks. Therefore, MCAS patients need new therapeutic options to control their mast cell related symptoms, and our MEMs were designed to simultaneously control multiple inflammatory pathways within mast cells as a comprehensive treatment option. The Company is strategically targeting MCAS for two additional reasons. By focusing on a rare disease with no known cure, our company can apply for the U.S. Food and Drug Administration's expedited approval process, which allows clinically successful treatments to get to market both quicker and more cost effectively. Gaining approval from the US FDA for the entire anti-inflammatory market would be extremely time consuming and cost prohibitive. Demonstrating that our MEMs are safe for the treatment of MCAS would favorably position our Company for clinical testing of these MEMs as potential treatments for other related inflammatory disorders, such as inflammatory bowel disease, thereby widening the target market and drastically shortening the development cycle and costs.

The Company's fourth US Patent was issued on March 1, 2022 for a cannabinoid-containing mixture designed to treat cardiac hypertrophy, often present in advanced heart disease. GB Sciences' newly issued patent also covers the use of these receptor-targeted formulations for the treatment of TRPV1-receptor associated hearing loss and urinary cystitis. Despite multiple categories of prescription heart medications on the market, heart disease remains the leading cause of death in the United States for people of most racial and ethnic groups. Alternative therapeutic approaches are still needed, especially for the treatment of advanced heart disease. The market for prescription heart disease medications is predicted to rise to $64 billion dollars in the US by 2026, with future market growth fueled by innovative new therapeutic approaches.

RESULTS OF OPERATIONS

The following table sets forth certain of our Consolidated Statements of Operations data from continuing operations:

		For the Three Months Ended
		June 30,
		2024			2023
General and administrative expenses		$	254,137			$	265,122
LOSS FROM OPERATIONS			(254,137	)			(265,122	)
OTHER INCOME/(EXPENSE)
Interest expense			(30,881	)			(40,804	)
Loss on impairment of capitalized patent and trademark costs			-				(42,194	)
Other income			-				75,000
Total other income (expense)			(30,881	)			(7,999	)
LOSS BEFORE INCOME TAXES			(285,018	)			(273,121	)
Income tax expense			-				-
NET LOSS		$	(285,018	)		$	(273,121	)

Comparison of the Three Months Ended June 30, 2024 and 2023

General and Administrative Expenses

General and administrative expenses decreased by $10,985 to $254,137 for the three months ended June 30, 2024, compared to $265,122 for the three months ended June 30, 2023. The decrease of $10,985 is attributable to Company's continuing efforts to maintain administrative costs at a minimum and to make the best use of its limited resources in advancing research & development of the Company's intellectual property portfolio.

Interest Expense

Interest expense decreased by $9,923 to $30,881 for the three months ended June 30, 2024, compared to $40,804 in the prior year quarter. The decrease is attributable to debt discounts becoming fully amortized during the period, partially offset by an increase in net note balances due to new notes in the current period.

Other income

During the three months ended June 30, 2024, the Company recorded other income of $0. The income in the 2023 period relates to the receipt of $75,000 from the makers of a note receivable in the amount of $2,520,833 due and payable to the Company. The note receivable was fully allowed for as of March 31, 2023 and therefore the receipt of cash from the payor has been classified as other income.

Loss on impairment of capitalized patent and trademark costs

During the three months ended June 30, 2024, no impairment was recorded. During the three months ended June 30, 2023, the Company recorded an impairment of all remaining capitalized patents and trademark costs totaling $42,195.

LIQUIDITY AND CAPITAL RESOURCES

Current Liquidity

The Company will need additional capital to implement its strategies. There is no assurance that it will be able to raise the amount of capital needed for future growth plans. Even if financing is available, it may not be on terms that are acceptable. If unable to raise the necessary capital at the times required, the Company may have to materially change the business plan, including delaying implementation of aspects of the business plan or curtailing or abandoning the business plan. In order to be able to achieve the strategic goals, the Company needs to further expand its business and financing activities. Based on the Company's cash position, it is necessary to raise additional capital by the end of the next quarter in order to continue to fund current operations. These factors raise substantial doubt about the ability to continue as a going concern. The Company is pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financing. In order to finance existing operations and pay current liabilities over the next twelve months, the Company will need to raise additional capital. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future.

The principal sources of liquidity to date have been cash generated from sales of debt and equity securities and loans along with the sale of our subsidiaries.

At June 30, 2024, cash was $0, other current assets excluding cash were $91,451, and our working capital deficit was $5,267,133. Current liabilities were $5,358,584 and consisted principally of $2,304,978 in accounts payable and accounts payable - related party, accrued interest of $487,974, $1,512,307 in notes and convertible notes payable (short term and long term), and a federal income tax liability related to the Company's past ownership of the Nevada Subsidiaries of $1,060,825.

At March 31, 2024, the Company had a cash balance of $11,991, other current assets excluding cash were $91,451, and our working capital deficit was $4,992,115. Current liabilities were $5,095,557, which consisted principally of $1,437,307 in notes and convertible notes payable, $2,012,896 in accounts payable, and $1,060,825 income taxes payable.

Sources and Uses of Cash

Operating Activities

Net cash used in operating activities increased $83,310 to $21,991 for the three months ended June 30, 2024, compared to cash used of $105,301 for the three months ended June 30, 2023. The decrease in cash used in operating activities is due to the net loss of $285,018 for the three months ended June 30, 2024 offset by accounts payable, accrued liabilities and accrued interest totaling $263,028, compared to the net loss of $273,121 for the three months ended June 30, 2023. We anticipate that cash flows from operations will be insufficient to fund business operations for the next twelve-month period. Accordingly, we will have to generate additional liquidity or cash flow to fund our current and anticipated operations. This will likely require the sale of additional common stock or other securities. There is no assurance that we will be able to realize any significant proceeds from such sales, if at all.

Financing Activities

During the three months ended June 30, 2024, the Company recorded cash flows provided by financing activities of $10,000, in gross proceeds from the exercise of warrants. Cash provided by financing activities for the three months ended June 30, 2023 included $25,000 gross proceeds from convertible notes payable.

Going Concern

The Company's consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception, which have caused an accumulated deficit of $110,352,010 at June 30, 2024. The Company had a working capital deficit of $5,267,133 at June 30, 2024, compared to a deficit of $4,450,202 at June 30, 2023. In addition, the Company has consumed cash in its operating activities of $21,991 for the three months ended June 30, 2024, compared to $105,301 used in operating activities for the three months ended June 30, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals.

In view of these conditions, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Accordingly, there is substantial doubt about the Company to continue as a going concern for a period of twelve months from the date of these financial statements were made available. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern.

VARIABLES AND TRENDS

In the event the Company is able to obtain the necessary financing to progress with its business plan, the Company expects expenses to increase significantly to grow the business. Accordingly, the comparison of the financial data for the periods presented may not be a meaningful indicator of future performance and must be considered in light of these circumstances.

CRITICAL ACCOUNTING POLICIES

A description of the Company's significant accounting policies is included in Note 3 of its Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that material information required to be disclosed in the periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. At the end of the quarter ended June 30, 2024, the Company carried out an evaluation, under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of disclosure controls and procedures, as defined in Rule 13(a)-15(e) and Rule 15d-15(e) under the 1934 Act. Based on this evaluation, management concluded that as of June 30, 2024, the disclosure controls and procedures were not effective due to material weaknesses: (1) as no member of our board of directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act; and (2) due to the fact the duties of the principal executive officer and the principal financial officer are consolidated in one person and therefore the Company lacks duel control within the duties of these two positions.

Limitations on Effectiveness of Controls and Procedures

Management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the fiscal quarter ended June 30, 2024, there have been no changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

No new items to disclose.

ITEM 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2024, the Company accepted the exercise of 1,000,000 warrants at $0.01 per share of common stock, for gross cash proceeds of $10,000. The common shares were not registered under the Act and were issued in reliance upon the exemption from registration contained in Section 4(2) of the Act since the transactions were not a part of any public offering.

ITEM 3. Defaults Upon Senior Securities

No new items to disclose.

ITEM 4. Mine Safety Disclosures

Not Applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

●should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

●have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

●may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

●were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

The following exhibits are included as part of this report:

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002)
3.2		Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to Form S-1/A No. 333-82580 filed with the Commission on October 6, 2014 and Exhibit 3.2 to the Annual Report on Form 10-K filed with the Commission on June 27, 2014)
3.3		Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed with the Commission on August 28, 2020)
3.4		Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed with the Commission on August 28, 2020)
3.5		Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed with the Commission on July 14, 2023)
3.6		Bylaws (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002)
31.1		Certification of Principal Executive and Financial Officer and Pursuant to Rule 13a-14
32.1*		Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GB SCIENCES, INC.
Date: November 27, 2024	By:	/s/ Dr. Andrea Small-Howard
	Dr. Andrea Small-Howard, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board
	(Principal Executive Officer and Principal Financial Officer)

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