UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2021

 

Commission File No. 000-55383

 

AGENTIX CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

46-2876282

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

32932 Pacific Coast Highway, #14-254

Dana Point, California 92629

(Address of principal executive offices, zip code)

 

(321) 299-2014

(Registrant's telephone number, including area code)

 

____________________________________________

(Former name, former address and former fiscal year,

if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐      No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐      No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒      No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒      No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐      No ☒

 

As of February 27, 2021, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $34,874,585.

 

As of October 5, 2021, there were 34,874,585 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.

 

 

 

 

AGENTIX CORP.

TABLE OF CONTENTS

 

 

 

Page No.

 

 

 

PART I

 

 

 

 

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

9

 

Item 1B.

Unresolved Staff Comments

 

9

 

Item 2.

Properties

 

10

 

Item 3.

Legal Proceedings

 

10

 

Item 4.

Mine Safety Disclosures

 

10

 

 

 

PART II

 

 

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

11

 

Item 6.

Selected Financial Data

 

11

 

Item 7.

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

 

11

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

Item 8.

Financial Statements and Supplementary Data

 

F-1

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

15

 

Item 9A.

Controls and Procedures

 

15

 

Item 9B.

Other Information

 

15

 

 

 

PART III

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

16

 

Item 11.

Executive Compensation

 

19

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

20

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

21

 

Item 14.

Principal Accounting Fees and Services

 

21

 

 

 

PART IV

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

22

 

Item 16.

Form 10-K Summary

 

22

 

 

Signatures

 

23

 

 

 
2

Table of Contents

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K of Agentix Corp., a Nevada corporation, 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", "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, the ability to protect our intellectual property, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that 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 our actual results.

 

Our management has included projections and estimates in this Form 10-K, which are based primarily on management's experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

All references in this Form 10-K to the "Company", "Agentix", "we", "us," or "our" are to Agentix Corp.

 

 
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Table of Contents

 

PART I

 

Item 1. Business.

 

History

 

The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31.  Effective June 17, 2019, we changed our name from FairWind Energy, Inc. to Agentix Corp. and to better reflect the new focus of our business. We are a clinical development stage corporation with a focus on pharmaceutical treatments in the metabolic disease space and have not yet generated or realized meaningful revenues from our business.

 

Until recently, our business plan focused on the design, engineering and manufacturing of composite products, specifically the supply products to the oil and gas industry. However, on May 28, 2020, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with GSL Healthcare, Inc., a Nevada corporation ("GSL Healthcare"), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

 

Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 27,932,271 shares of common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders now hold approximately 88.0% of the issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company.

 

Overview

 

As a result of the Share Exchange Agreement, we plan to focus our business efforts on the development and commercialization of novel therapeutics to treat metabolic disease. Our principal business objective is to develop two key assets specifically designed to not cross the blood brain barrier (BBB); i.e., are “peripherally-restricted”. With these two assets, Agentix will endeavor to establish a firm presence in the area of metabolic syndrome.

 

Metabolic syndrome, variously known also as syndrome X, insulin resistance, etc., has been defined by the WHO as a pathologic condition characterized by abdominal obesity, insulin resistance, hypertension, and hyperlipidemia. Though it started in the Western world, with the spread of the Western lifestyle, it has become now a truly global problem. The prevalence of the metabolic syndrome is often more in the urban population of some developing countries than in its Western counterparts. The two basic forces spreading this malady are the increase in consumption of high calorie-low fiber fast food and the decrease in physical activity due to mechanized transportations and sedentary form of leisure time activities. The syndrome feeds into the spread of the diseases like type 2 diabetes, coronary diseases, stroke, and other disabilities1 (https://www.ncbi.nlm.nih.gov/pmc/articles/PMC5866840/).

 

The incidence of metabolic syndrome often parallels the incidence of obesity and incidence of type 2 diabetes (one of the outcomes of MetS). According to global survey of obesity in 195 countries, done in 2015, 604 million adults and 108 million children were obese. Since 1980, prevalence of obesity doubled in 73 countries and increased in most other countries. Of even greater concern was that the rate of increase was even higher in childhood obesity. According to IDF diabetes atlas, global prevalence of diabetes is 8.8% (415 m) as of 2015 and is expected to increase to 10.4% (642 m) by 2040. While there is difficulty on gathering the same quality of data for metabolic syndrome, some estimates have the global prevalence to be about one quarter of the world population – which amounts to over a billion people in the world are now affected with metabolic syndrome1.

 

The above factors will in part drive the global demand for biopharmaceuticals, along with an increase in the global acceptance of biopharmaceuticals to treat and manage these medical conditions. In addition, an increase in strategic partnerships between biopharmaceutical companies is also expected to complement the growth of the biopharmaceuticals industry. Furthermore, clearance for newer biopharmaceutical products and continuous R&D is also expected to improve this market positively. We envision that Agentix will play the part of developing new chemical entities to the initial stages of clinical efficacy and then partner with larger biopharma players for the pivotal stages of commercialization.

 

Cannabinoid type 1 receptor is expressed in several peripheral locations, such as the liver, adipose tissue, and pancreas, where it is involved in the regulation of various physiological effects, including glucose and lipid metabolism. It is also expressed in the central nervous system (CNS) where it regulates functions such as appetite and reward. Peripheral CB1 receptors have been demonstrated to regulate glucose and lipid metabolism. Blockade of peripheral CB1 receptors in preclinical animal models results in a significant reduction in lipogenesis and gluconeogenesis, enhancement of insulin sensitivity, decreased adiposity and hepatic steatosis, and protection in pancreatic β cells, demonstrating the potential of this strategy for amelioration of obesity and nonalcoholic fatty liver disease, and also reduced incidence of T2DM. Thus, developing antagonists targeting peripheral CB1 receptors, without inducing psychological adverse effects, is a potential therapeutic strategy in managing these conditions.

 

Previous attempts to target the peripheral CB1 receptor by Pfizer (otenabant), Merck (taranabant) and Sanofi (rimonabant) were terminated due to toxicities resulting from these drug candidates crossing the blood-brain barrier.  A renewed pharmaceutical development effort is underway to target peripheral CB1 receptors by designing drug candidates that are restricted from crossing the blood-brain barrier, and exert their therapeutic effect only within the periphery.  For example, Takeda has entered into a license agreement with Goldfinch Bio to develop a monoclonal antibody with targets the peripheral CB1 receptor. Inversago Pharma is developing a peripherally-restricted CB1 inverse agonist as a possible treatment for the rare genetic disorder Prader Willi Syndrome.

   

 
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Our Pipeline

 

AGTX-2004

 

AGTX-2004 (also known as DBPR211) is a peripherally-acting CB1 receptor antagonist that has demonstrated efficacy in animal models of obesity and type 2 diabetes mellitus (T2DM).  AGTX-2004 was well tolerated in animal models of toxicity, and did not cross the blood-brain barrier.  An Investigational New Drug Application (IND application) was cleared by the Food & Drug Administration of the United States of America (FDA), and we are preparing to commence a Phase 1 safety and tolerability dose escalation assessment in humans beginning the first quarter of 2022.

 

We entered into a worldwide exclusive license agreement with Taiwan’s National Health Research Institute (NHRI) on March 21, 2021 for exclusive worldwide rights development and commercial rights to AGTX-2004. In exchange to global rights to the asset and its intellectual property, we will pay NHRI a series of development and commercialization milestones, and will pay royalties on product sales once obtaining market authorization from competent regulatory authorities.

 

AGTX-2003

 

AGTX-2003 (also known as RTI-1092769) is a peripherally-acting CB1 receptor inverse agonist that has demonstrated efficacy in animal models of obesity and non-alcoholic fatty liver disease (NAFLD).  AGTX-2003 was well tolerated in animal models of toxicity, and did not cross the blood-brain barrier.  We are currently advancing AGTX-2003 in additional enabling animal studies in preparation of filing an IND application with FDA for the commencement of a Phase 1 safety and tolerability dose escalation assessment in humans expected to begin third quarter 2022.

 

We have entered into an exclusive worldwide license agreement for ABP-2003 with Research Triangle Institute (RTI) on March 16, 2020. In exchange to the global development and commercial rights, we will pay RTI a series of development and commercial milestones, and royalties on product sales once obtaining market authorization from competent regulatory authorities.

 

License Agreement

 

On May 21, 2021, we received notice of effectiveness of that certain License Agreement (the "License Agreement"), dated May 10, 2021, by and between the Company's wholly-owned subsidiary, Applied BioPharma LLC, a Nevada limited liability company, and National Health Research Institutes, a Taiwan, Republic of China, entity, pursuant to which the Company purchased a worldwide, terminable, royalty-bearing, exclusive license for the technology and patent rights underlying patents and patent applications to make, have made, offer for sale, sell, have sold, use, have used, import or have imported products related to pyrazole compounds, to treat Type 2 diabetes, obesity and fatty liver disease. This technology is a peripherally restricted cannabinoid receptor 1 antagonist that has successfully completed preliminary pre-clinical and in vivo testing requirements for advancement into Phase I clinical trials.

 

The Company is required to pay a licensing fee and a document delivery fee within 30 days of the date of the License Agreement. Additionally, the Company is obligated to pay 16 product milestone payments related to Phase I, Phase II, Phase III and US Food and Drug Administration, European Union, European Medicines Agency, Pharmaceuticals and Medical Devices Agency and other market approvals, and upon achieving $100,000,000 in worldwide sales. 

 

Additional payments the Company is obligated to pay are (i) an annual royalty equal to 4% of net sales of products sold using technology and patents rights under the License Agreement, and (ii) an annual license fee and quality and stability testing fees.

 

The term of the License Agreement is until the last of the licensed patent rights and the exclusive market approval for the products made or using the technology and rights underlying the licensed patents expire on a county-by-country basis. The terms of the patents subject to the License Agreement with the longest terms are 20 years.

 

Biopharma Industry

 

The global demand for biopharmaceuticals is driven by a number of factors like increase in the elderly population, an increase in the prevalence of chronic diseases like cancer and diabetes, and an increase in the global acceptance of biopharmaceuticals. In addition, an increase in strategic partnerships between biopharmaceutical companies is also expected to complement the growth of the biopharmaceuticals industry. Furthermore, clearance for newer biopharmaceutical products and continuous R&D is also expected to improve this market positively. However, the high costs of these medications are one of the main constraints on this industry and, in order to make them economically viable, the cost needs to be reduced greatly.

 

 
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Table of Contents

 

The global market for the biopharma is segmented into product, therapeutic area, application, and region. Based on product, the market is for biopharma is segmented into recombinant growth factors, monoclonal antibodies, recombinant proteins, vaccines, purified proteins, recombinant hormones, and other product types. The monoclonal antibodies market is further divided into anti-inflammatory monoclonal antibodies, anti-cancer monoclonal antibodies, and other monoclonal antibodies. The purified proteins market is further bifurcated into P38 protein, leukemia inhibitory factor, P53 protein, and other purified proteins. The recombinant proteins market is further divided into serum albumin, defensin, amyloid protein, and transferrin. Vaccines are further divided into conventional vaccines, recombinant vaccines, and recombinant enzymes. The recombinant growth factors are further divided into granulocyte colony stimulating factors, and erythropoietin. The recombinant hormones market is further divided into recombinant human growth hormones, recombinant insulin, and other recombinant hormones. The market for monoclonal antibodies held almost 28% share of the market in 2019. Monoclonal antibodies are used in cancer treatment areas. Their usage is becoming increasingly widespread in developed countries like the U.S. and the U.K. Contrary, the recombinant proteins segment is expected to show rapid growth over the forecast period.

 

Segmentation Analysis

 

Based on therapeutic application, the market is categorized into oncology, inflammatory and infectious diseases, neurological diseases, infectious diseases, cardiovascular diseases, metabolic disorders, hormonal disorders, and other diseases. The oncology segment held almost 25% share of the market in 2019. According to the International Agency for Cancer Research (IARC), there were almost 18 million new cases of cancer and 10 million deaths in 2018. In fact, the United Nations Program on HIV and AIDS (UNAIDS) estimated that 37 million people were living with HIV in 2017. Such disquieting statistics has raised an urgent need to change the situation by innovating new and successful medicines that can cure such deadly diseases consequently raising the number of deaths. Apparently, biopharmaceutical drugs are considered to be effective in curing these chronic diseases rather than merely treating the same symptoms.

 

Regional Analysis

 

Regionally, the market is divided into Asia Pacific, Europe, Latin America, North America, and Middle East & Africa. North America held almost 37% in 2019 due to the presence of sophisticated healthcare facilities, increasing geriatric population base, and increased healthcare expenditure in the country. Asia Pacific is likely to grow at high CAGR in the forecast period. Increased investment in R&D, increased acceptance and availability of biopharmaceuticals for disease treatment and increased understanding of disease diagnosis are some of the factors of market growth in this region. Moreover, this area offers tremendous prospects for venture capitalists and investors as developed markets are largely saturated.

 

Competition

 

The biopharma industry is characterized by fierce competition, is growing rapidly, evolving constantly, and the possibility for innovative companies to succeed within it is significant. The biopharma industry is, in all respects, global and Agentix will have competitors around the world, including but not limited to the following: Novo Nordisk A/S (Denmark), Johnson & Johnson (U.S.), Pfizer, Inc., (U.S.), Hoffmann-La Roche (Switzerland), Eli Lilly and Company, Ltd. (U.K.), Biogen, Inc. (U.S.), Merck & Co., Inc. (U.S.), Sanofi (France), Bristol Myers Squibb Company (U.S.), and Bayer AG (Germany) among others.

 

Intellectual Property

 

We will rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents, although we may apply for some in the future based on the success of our business plan.

 

Government Regulation

 

The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the US FDA's refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.

 

 
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Any product development activities related to Agentix or products that we may develop or acquire in the future will be subject to extensive regulation by various government authorities, including the FDA, other federal, state and local agencies and comparable regulatory authorities in other countries, which regulate the design, research, clinical and non-clinical development, testing, manufacturing, storage, distribution, import, export, labeling, advertising and marketing of pharmaceutical products and devices. Generally, before a new drug can be sold, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific to each regulatory authority, submitted for review and approved by the regulatory authority. The data are often generated in two distinct development states: pre-clinical and clinical.

 

The products that Agentix may develop or acquire in the future must be approved by the FDA before they may be legally marketed in the United States. For new chemical entities, the pre-clinical development stage generally involves synthesizing the active component, developing the formulation and determining the manufacturing process, as well as carrying out non-human toxicology, pharmacology and drug metabolism studies that support subsequent clinical testing. These pre-clinical laboratory and animal tests are often performed under the FDA's Good Laboratory Practices regulations. A drug's sponsor must submit the result of the pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature and a proposed clinical protocol to the FDA as part of an IND application, which is a request for authorization from the FDA to administer an investigational drug or biological product to humans. Similar filings are required in other countries.

 

Post-Marketing Requirements

 

Following approval of a new product, a pharmaceutical company and the approved product are subject to continuing regulation by the FDA and other federal and state regulatory authorities, including, among other things, monitoring and recordkeeping activities, reporting to applicable regulatory authorities of adverse experiences with the product, providing the regulatory authorities with updated safety and efficacy information, product sampling and distribution requirements, and complying with promotion and advertising requirements, which include, among others, standards for direct-to-consumer advertising, restrictions on promoting drugs for uses or in patient populations not described in the drug's approved labeling (known as "off-label use"), and limitations on industry-sponsored scientific and educational activities. Although physicians may prescribe legally available drugs for off-label uses, manufacturers may not market or promote such off-label uses. Modifications or enhancements to the products or labeling or changes of site of manufacture are often subject to the approval of the FDA and other regulators, which may or may not be received or may result in a lengthy review process. The FDA regulations require the products be manufactured in specific approved facilities and in accordance with current good manufacturing practices, and NDA holders must list their products and register their manufacturing establishments with the FDA. These regulations also impose certain organizational, procedural and documentation requirements with respect to manufacturing and quality assurance activities. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with current good manufacturing practice and other laws. NDA holders using contract manufacturers, laboratories or packagers are responsible for the selection and monitoring of qualified firms. These firms are subject to inspections by the FDA at any time, and the discovery of violative conditions could result in enforcement actions that interrupt the operation of any such facilities or the ability to distribute products manufactured, processed or tested by them.

 

Other Regulatory Matters

 

Manufacturing, sales, promotion and other activities following product approval are also subject to regulation by numerous regulatory authorities in addition to the FDA, including, in the United States, the Centers for Medicare & Medicaid Services, or CMS, other divisions of the Department of Health and Human Services, the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health Administration, the Environmental Protection Agency, and state and local governments. These regulations include:

 

 

·

the federal healthcare program anti-kickback law which prohibits, among other things, persons from soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs;

 

 
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·

federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other government reimbursement programs that are false or fraudulent. The government may assert that a claim including items or services resulting from a violation of the federal healthcare program anti-kickback law or related to off-label promotion constitutes a false or fraudulent claim for purposes of the federal false claims laws;

 

 

 

 

·

the Federal Physician Payments Sunshine Act within the ACA, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program (with certain exceptions) to report information related to certain payments or other transfers of value made or distributed to physicians and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment interests held by physicians and their immediate family members; and

 

 

 

 

·

the Health Insurance Portability and Accountability Act, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to "business associates"—independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys' fees and costs associated with pursuing federal civil actions.

 

 

 

 

·

applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act;

 

 

 

 

·

The Lanham Act and federal antitrust laws;

 

 

 

 

·

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by federal laws, thus complicating compliance efforts.

 

Distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, traceability, and storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

    

 
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Research and Development Activities and Costs

 

We incurred $365,132 and $94,100, respectively, in research and development costs for the fiscal years ended August 31, 2021 and 2020.

 

Employees

 

As of October 4, 2021, we had no full-time or part-time employees but do have a total of three individuals devoting substantially full-time services to the Company under consultancy arrangement, including our Chief Executive Officer, Rudy Mazzocchi.

 

Properties

 

We currently do not rent any real property or offices. Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629.

 

Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as noted below, we are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating result.

 

There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

 

Facilities

 

We currently do not rent any real property or offices. Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629.

 

OUR EXECUTIVE OFFICES

 

Our executive offices are located at 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629.

 

Item 1A. Risk Factors.

 

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

Item 1B. Unresolved Staff Comments.

 

None.

 

 
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Item 2. Properties.

 

Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629. We believe that this space is adequate for our current needs. Our telephone number is (321) 299-2014.

 

Item 3. Legal Proceedings.

 

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 

Item 4. Mine Safety Disclosures.

 

None.

 

 
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PART II

 

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters Market Information.

 

Market Information and Holders

 

Our shares of common stock are quoted on the over-the-counter markets, currently on the OTC Pink tier of the OTC Markets Group, Inc. (the "OTC Markets Group"), under the stock symbol "AGTX". As of September 28, 2021, the Company had 34,874,585 shares of common stock issued and outstanding, and we had approximately 186 holders of record of our common stock.

 

Dividends

 

Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

 

Transfer Agent

 

Our transfer agent is West Coast Stock Transfer, Inc. ("West Coast Stock Transfer"), whose address 721 N. Vulcan Ave., Encinitas, California 92024. West Coast Stock Transfer's telephone number is (619) 664-4780.

 

Recent Sales of Unregistered Securities

 

None.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We have not established any compensation plans under which equity securities are authorized for issuance.

 

Purchases Of Equity Securities by the Registrant and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during the year ended August 31, 2021.

 

Item 6. Selected Financial Data.

 

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

Item 7. Management's Discussion and Analysis Of Financial Condition and Results of Operations.

 

The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31.

 

 
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Merger with GSL Healthcare

 

On May 28, 2020, we entered into a Share Exchange Agreement (the "Share Exchange Agreement"), by and among the Company, and GSL Healthcare, Inc., a Nevada corporation ("GSL Healthcare"), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

 

Under the terms and conditions of the Share Exchange Agreement, we offered and sold 27,932,271 shares of our common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders hold approximately 88.0% of the then issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company.

 

The merger between the Company and GSL Healthcare was treated as a reverse capitalization for financial statement reporting purposes with GSL Healthcare deemed the accounting acquirer and the Company deemed the accounting acquiree. Accordingly, GSL Healthcare' assets, liabilities and results of operations became our historical financial statements. Prior to the Share Exchange, we had 3,806,613 shares of outstanding common stock which remained outstanding as part of the merger.

 

Merger with Applied Biopharma

 

In July 2021, we entered into and completed an Agreement and Plan of Merger (the "Merger Agreement"), by and among our Company, AB Merger LLC, a Nevada limited liability company and our wholly-owned subsidiary ("AB Merger"), and Applied Biopharma, pursuant to which Applied BioPharma merged into AB Merger and the effect of which is that, upon and assuming consummation of the Merger Agreement, Applied Biopharma became a wholly-owned subsidiary of our Company.

 

We paid one share of our common stock for the acquisition of Applied Biopharma under the terms and conditions of the Merger Agreement. The acquisition of Applied Biopharma was considered immaterial, as Applied Biopharma had minimal activity and had no assets or liabilities as of the date of acquisition. As such, we have included the activity of Applied Biopharma for the period following the completion of the Merger Agreement.

 

COVID-19

 

We continue to evaluate the impact of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

 

Basis of Accounting

The Company's financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

 

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

 
12

Table of Contents

 

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates their carrying amount.

 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

 

Results of Operations

 

GSL Healthcare, our now principal business and historical financial statements of our company, began operations on April 15, 2020. Thus, a comparable full 12 month period does not exist. The following are our results for the year ended August 31, 2021 and for the period from inception (April 15, 2020) to August 31, 2020:

 

We recorded minimal revenues of $1,240 since our inception on April 15, 2020.

 

For the year ended August 31, 2021, we incurred total operating expenses of $1,341,031, consisting of professional fees of $909,483, which included $381,150 of non-cash common stock expense related to shares we issued for services, research and development expenses of $365,132, and general and administrative expenses of $66,416. We also incurred interest income of $5 during the year ended August 31, 2021.

 

For the period from inception (April 15, 2020) to August 31, 2020, we incurred total operating expenses of $344,389, consisting of professional fees of $227,055, research and development expenses of $94,100, and general and administrative expenses of $23,234. We also incurred interest income of $31 during the period from inception (April 15, 2020) to August 31, 2020.

 

For the year ended August 31, 2021, we used $420,982 of cash in our operations and did not incur or obtain cash from investing and obtained $180,000 from financing activities related to our issuance of common stock for cash.

 

For the period from inception (April 15, 2020) to August 31, 2020, we used $368,774 of cash in our operations, $17 in cash from an acquisition, and received $611,507 from the issuance of our common stock.

 

Liquidity and Capital Resources

 

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our consolidated financial statements, we had an accumulated deficit on August 31, 2021 and incurred a net loss and a net use of cash in our operating activities during the year ended August 31, 2021. These factors raise substantial doubt about our ability to continue as a going concern.

 

We are attempting to commence operations and generate sufficient revenue; however, our cash position is not sufficient to support our daily operations. As such, we will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for at least the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock or debt financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company and if we obtain debt financing, the terms of any such debt financing may not be favorable to existing shareholders. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or obtaining debt to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.

 

 
13

Table of Contents

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders

 

Subsequent Events

 

In accordance with ASC 855, we have analyzed our operations subsequent to August 31, 2021 through the date these financial statements were issued, and have determined that we don't have any other material subsequent events to disclose in these financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

   

 
14

Table of contents

 

Item 8. Financial Statements.

 

Agentix Corp. and Subsidiaries

 

Index to the Financial Statements

 

Contents

Page(s)

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

Consolidated Balance sheets at August 31, 2021 and From Inception (April 15, 2020) to August 31, 2020

 

F-3

 

Consolidated Statements of Operations For the Year ended August 31, 2021 and From Inception (April 15, 2020) to August 31, 2020

 

F-4

 

Consolidated Statements of Changes in Stockholders' (Deficit) Equity for the Year Ended August 31, 2021 and For the Period Inception (April 15, 2020) to August 31, 2020

 

F-5

 

Consolidated Statement of Cash Flows For the Year ended August 31, 2021 and From Inception (April 15, 2020) to August 31, 2020

 

F-6

 

Notes to the financial statements

 

F-7

 

F-1

Table of Contents

   

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Agentix Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Agentix Corp. and Subsidiaries (“the Company”) as of August 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended August 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit, net losses, and net cash used in operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

 

We have served as the Company’s auditor since 2018.

 

Spokane, Washington

October 7, 2021

 

    

F-2

Table of Contents

 

Agentix Corp. and Subsidiaries

Consolidated Balance Sheets

 

 

 

 

 

 

From Inception

 

 

 

 

 

 

(April 15, 2020) to

 

 

 

August 31,

2021

 

 

August 31,

2020

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$ 1,768

 

 

$ 242,750

 

Inventory

 

 

49,439

 

 

 

-

 

Prepayments

 

 

-

 

 

 

50,000

 

Total current assets

 

 

51,207

 

 

 

292,750

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 51,207

 

 

$ 292,750

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' (Deficit) Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$ 121,239

 

 

$ 41,318

 

Accounts payable - related party

 

 

485,603

 

 

 

27,870

 

Accrued expenses

 

 

100

 

 

 

100

 

Total current liabilities

 

 

606,942

 

 

 

69,288

 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

-

 

 

 

-

 

Total liabilities

 

 

606,942

 

 

 

69,288

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' (Deficit) Equity

 

 

 

 

 

 

 

 

Common stock par value $0.001: 50,000,000 shares authorized; 34,874,605 and 34,489,605 shares issued and outstanding as of August 31, 2021 and 2020, respectively

 

 

34,875

 

 

 

34,490

 

Common stock to be issued (520,000 shares)

 

 

180,000

 

 

 

-

 

Additional paid-in capital

 

 

933,648

 

 

 

552,883

 

Accumulated deficit

 

 

(1,704,258 )

 

 

(363,911 )

Total stockholders' (deficit) equity

 

 

(555,735 )

 

 

223,462

 

Total liabilities and stockholders' (deficit) equity

 

$ 51,207

 

 

$ 292,750

 

 

See accompanying notes to the consolidated financial statements.

 

F-3

Table of Contents

  

Agentix Corp. and Subsidiaries

Consolidated Statement of Operations

 

 

 

 

 

 

From Inception

 

 

 

Year Ended

 

 

(April 15, 2020) to

 

 

 

August 31,

2021

 

 

August 31,

2020

 

 

 

 

 

 

 

 

Revenue

 

$ 1,240

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

561

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

679

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

909,483

 

 

 

227,055

 

Research and development

 

 

365,132

 

 

 

94,100

 

General and administrative expenses

 

 

66,416

 

 

 

23,234

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,341,031

 

 

 

344,389

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(1,341,031 )

 

 

(344,389 )

 

 

 

 

 

 

 

 

 

Other (income) expense

 

 

 

 

 

 

 

 

Interest income

 

 

(5 )

 

 

(31 )

Other expense

 

 

-

 

 

 

19,553

 

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

 

(5 )

 

 

19,522

 

 

 

 

 

 

 

 

 

 

Loss before Income tax provision

 

 

(1,340,347 )

 

 

(363,911 )

 

 

 

 

 

 

 

 

 

Income tax provision

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (1,340,347 )

 

$ (363,911 )

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

- Basic and diluted

 

$ (0.04 )

 

$ (0.02 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

- Basic and diluted

 

 

34,734,990

 

 

 

23,179,141

 

 

See accompanying notes to the consolidated financial statements.

 

F-4

Table of Contents

  

Agentix Corp. and Subsidiaries

Consolidated Statement of Changes in Stockholders’ (Deficit) Equity

For the Year Ended August 31, 2021 and For the Period Inception (April 15, 2020) to August 31, 2020

 

 

 

Common stock par value $0.001

 

 

 Common  

Stock to be

 

 

 Additional 

Paid-in

 

 

 Accumulated

 

 

 Total

Stockholders'  (Deficit)

 

 

 

Number of Shares

 

 

Amount

 

 

 Issued

 

 

Capital

 

 

 Deficit

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2020

 

 

34,489,605

 

 

$ 34,490

 

 

$ -

 

 

$ 552,883

 

 

$ (363,911 )

 

$ 223,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(216,713 )

 

 

(216,713 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2020

 

 

34,489,605

 

 

 

34,490

 

 

 

-

 

 

 

552,883

 

 

 

(580,624 )

 

 

6,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

 

 

 

 

 

 

 

80,000

 

 

 

 

 

 

 

 

 

 

 

80,000

 

Common stock issued to consultant

 

 

385,000

 

 

 

385

 

 

 

 

 

 

 

380,765

 

 

 

 

 

 

 

381,150

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(706,966 )

 

 

(706,966 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2021

 

 

34,874,605

 

 

 

34,875

 

 

$ 80,000

 

 

 

933,648

 

 

 

(1,287,590 )

 

 

(239,067 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

 

 

 

 

 

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

100,000

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(173,242 )

 

 

(173,242 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2021

 

 

34,874,605

 

 

 

34,875

 

 

$ 180,000

 

 

 

933,648

 

 

 

(1,460,832 )

 

 

(312,309 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(243,426 )

 

 

(243,426 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2021

 

 

34,874,605

 

 

$ 34,875

 

 

$ 180,000

 

 

$ 933,648

 

 

$ (1,704,258 )

 

$ (555,735 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, Inception (April 15, 2020)

 

 

-

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding as of reverse recapitalization

 

 

3,806,613

 

 

 

3,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,807

 

Shares issued for cash

 

 

2,750,721

 

 

 

2,751

 

 

 

 

 

 

 

608,757

 

 

 

 

 

 

 

611,508

 

Shares issued for purchase of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GSL Healthcare, Inc.

 

 

27,932,271

 

 

 

27,932

 

 

 

 

 

 

 

(55,874 )

 

 

 

 

 

 

(27,942 )

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(363,911 )

 

 

(363,911 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2020

 

 

34,489,605

 

 

$ 34,490

 

 

$ -

 

 

$ 552,883

 

 

$ (363,911 )

 

$ 223,462

 

 

See accompanying notes to the consolidated financial statements.

 

F-5

Table of Contents

  

Agentix Corp. and Subsidiaries

Consolidated Statement of Cash Flows

 

 

 

Year Ended

August 31,

2021

 

 

Inception (April 15, 2020)

to August 31,

2020

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$ (1,340,347 )

 

$ (363,911 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Impairment of equity investment

 

 

-

 

 

 

19,553

 

Stock issued for services

 

 

381,150

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

(49,439 )

 

 

-

 

Prepayments and other current assets

 

 

50,000

 

 

 

(50,000 )

Accounts payable and accounts payable - related party

 

 

537,654

 

 

 

25,584

 

Net Cash Used in Operating Activities

 

 

(420,982 )

 

 

(368,774 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Cash acquired from acquisition

 

 

-

 

 

 

17

 

Net Cash Used in Investing Activities

 

 

-

 

 

 

17

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

180,000

 

 

 

611,507

 

Net Cash Provided by Financing Activities

 

 

180,000

 

 

 

611,507

 

Net Change in Cash

 

 

(240,982 )

 

 

242,750

 

 

 

 

 

 

 

 

 

 

Cash - beginning of reporting period

 

 

242,750

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash - end of reporting period

 

$ 1,768

 

 

$ 242,750

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ -

 

Income tax paid

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non Cash Financing and Investing Activities

 

 

 

 

 

 

 

 

Issuance of stock for acquisition

 

$ -

 

 

$ 110,910

 

 

See accompanying notes to the consolidated financial statements.

 

F-6

Table of Contents

  

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

Note 1 - Organization and Basis of Presentation

 

Description of the Company

 

FairWind Energy, Inc. (the "Company", “Fairwind Energy”) was incorporated on April 18, 2013 under the laws of the State of Nevada. Effective June 17, 2019, the Company changed its name to Agentix Corp. The Company is focused on the development of synthetic agonists, inverse agonists and antagonists which modulate the endocannabinoid system (ECS). The ECS is a network of G-protein coupled receptors (GPCRs) that help regulate a variety of metabolic and neurotransmission functions.

 

Merger with GSL Healthcare, Inc.

 

On May 28, 2020, the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, and GSL Healthcare, Inc., a Nevada corporation (“GSL Healthcare”), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

 

Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 27,932,271 shares of common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former GSL Healthcare shareholders hold approximately 88.0% of the then issued shares of common stock of the Company, and GSL Healthcare is a wholly-owned subsidiary of the Company.

 

The merger between the Company and GSL Healthcare was treated as a reverse capitalization for financial statement reporting purposes with GSL Healthcare deemed the accounting acquirer and the Company deemed the accounting acquiree. Accordingly, GSL Healthcare’ assets, liabilities and results of operations became the historical financial statements of the Company. Prior to the Share Exchange, 3,806,613 shares of the Company’s then outstanding common stock remained outstanding as part of this merger.

 

Merger with Applied Biopharma

 

In July 2021, the Company entered into and completed an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AB Merger LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“AB Merger”), and Applied Biopharma, pursuant to which Applied BioPharma merged into AB Merger and the effect of which is that, upon and assuming consummation of the Merger Agreement, Applied Biopharma became a wholly-owned subsidiary of the Company.

 

The Company paid one share of its common stock for the acquisition of Applied Biopharma under the terms and conditions of the Merger Agreement. The acquisition of Applied Biopharma was considered immaterial, as Applied Biopharma had minimal activity and had no assets or liabilities as of the date of merger. As such, the Company has included the activity of Applied Biopharma for the period following the completion of the Merger Agreement.

 

Going Concern

 

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the consolidated financial statements, the Company had an accumulated deficit at August 31, 2021, a net loss, and net cash used in operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

F-7

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020 

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GSL Healthcare, Inc., AB Merger LLC, and Applied Biopharma, all 100% owned entities. Intercompany transactions and balances have been eliminated in consolidation.

 

Note 2 - Significant and Critical Accounting Policies and Practices

 

Basis of Presentation

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K and Article 8 of Regulation S-X. These consolidated financial statements should be read in conjunction with the notes herein.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Among other things, management estimates include the assumptions made in determining impairment and valuation of investments, accruals for potential liabilities and realization of deferred tax assets. These estimates generally involve complex issues and require judgments, involve analysis of historical information and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates.

 

Accounting for Leases

 

The Company follows the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset (“ROU”) and a lease liability for virtually all leases. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company uses an implicit rate of interest to determine the present value of lease payments utilizing its incremental borrowing rate, as the implicit rate of interest in the respective leases is not readily determinable. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. As of August 31, 2021 and 2020, the Company did not have any leases.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

F-8

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. The Company’s equity investments are considered Level 3, as pricing inputs are generally unobservable and not corroborated by market data.

 

Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined principally on a first-in-first-out average cost basis. Inventories consist of finished goods held for sale. Management regularly reviews inventory quantities on-hand and records an inventory provision for excess or obsolete inventory based on the future expected demand for products. Inventory write-downs are measured as the difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently difficult to assess. During the year ended August 31, 2021, the Company did not record a provision for excess or obsolete inventory.

 

Prepayment

 

As of August 31, 2020, the Company recorded a $50,000 payment as a deposit for inventory, which was reflected in the Company’s balance sheet as Prepayment. During the year ended August 31, 2021, the inventory was received.

 

Carrying Value, Recoverability and Impairment of Long-Lived Assets

 

The Company follows Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

 

Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

 

Investments

 

The Company follows ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Among other things, this guidance requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. As such, the Company measures its equity investments at their fair value at end of each reporting period.

 

F-9

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

Investments accounted for under the equity method or cost method of accounting above are included in the caption “Equity investments” on the Balance Sheet. Management uses Level 3 inputs, as defined in paragraph 820-10-35-37 of the FASB Accounting Standards Codification, to measure the fair value of its financial instruments.

 

The changes in carrying amount of the equity investment were as follows:

 

 

 

Year Ended

August 31,

2021

 

 

Inception (April 15, 2020) to August 31,

2020

 

Beginning balance

 

$ -

 

 

$ -

 

Acquisitions

 

 

-

 

 

 

19,553

 

Dispositions

 

 

-

 

 

 

-

 

Impairment

 

 

-

 

 

 

(19,553 )

Ending balance

 

$ -

 

 

$ -

 

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Revenue Recognition

 

The Company follows the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods and services, net of value-added tax. The Company determines revenue recognition through the following steps:

 

 

·

Identify the contract with a customer;

 

 

 

 

·

Identify the performance obligations in the contract;

 

 

 

 

·

Determine the transaction price;

 

 

 

 

·

Allocate the transaction price to the performance obligations in the contract; and

 

 

 

 

·

Recognize revenue when (or as) the entity satisfies a performance obligation.

 

F-10

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

Research and Development

 

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for material and testing costs for research and development.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Deferred Tax Assets and Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

F-11

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

  

Earnings per Share

 

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no dilutive common shares for the fiscal years ended August 31, 2021 and 2020.

 

Stock-Based Payments

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

For non-employees, the Company follows ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the ASU No. 2017-07, most of the guidance on stock payments to nonemployees is aligned with the requirements for share-based payments granted to employees. As such, most of the guidance in ASC 718 associated with employee share-based payments, including most requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.

 

No stock options or warrants were issued or outstanding as of August 31, 2021 and 2020.

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2022. The Company is evaluating the impact of the adoption of ASU 2019-12 on its financial statements, but does not expect such adoption to have a material impact.

 

On August 5, 2020 the FASB issued the ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this update address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, accounting models for specific features are removed and amendments to the disclosure requirements are included. For contracts in an entity’s own equity, simplifies the settlement assessment by removing some requirements. Additionally, the amendments in this update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is assessing the effects, if any, that the adoption of this accounting pronouncement may have on its financial statements.

 

F-12

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

Note 3 – Related Parties

 

During the year ended August 31, 2021, the Company incurred $150,000 of management fees, $60,000 for reimbursement of rent, $12,093 of advances, and $5,000 advance of working capital to the Company to cover certain operating expenses from SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company. As of August 31, 2021, $127,233 was included in Accounts payable – related party on the accompanying balance sheet. The advances are unsecured, non-interest bearing, with no formal terms of repayment. During the period from inception (April 15, 2020) to August 31, 2020, SBS Management LLC was paid $53,000 of management fees and the Company reimbursed SBS Management LLC $20,000 for rent expense.

 

During the period from inception (April 15, 2020) to August 31, 2020, Gray’s Peak Capital, a company founded by Mr. Scott Stevens who is a shareholder of the Company, made advances to the Company to cover certain operating expenses. These advances are unsecured, non-interest bearing, with no formal terms of repayment. As of August 31, 2021 and 2020 the amounts due Gray’s Peak Capital for these advances was $120,870 and $27,870, respectively, and was included in accounts payable – related party on the accompanying balance sheet.

 

During the year ended August 31, 2021, the Company incurred $112,500 of consulting fees from a shareholder of the company of which $5,000 was paid and $107,500 was included in accounts payable – related party on the accompanying balance sheet.

 

During the year ended August 31, 2021, the Company incurred $130,000 from a consulting and employment agreement with its CEO of which $5,000 was paid and $130,000 was included in accounts payable – related party on the accompanying balance sheet.

 

Note 4 – Acquisition of GSL Healthcare, Inc.

 

On May 28, 2020, the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, and GSL Healthcare, Inc., a Nevada corporation (“GSL Healthcare”), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

 

Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 27,932,271 shares of common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders now hold approximately 88.0% of the issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company.

 

The acquisition price consists of the issuance of 27,932,271 shares of the Company’s common stock with an estimated value of $138,852, which consisted of net assets of $17, liabilities of $43,704 and fair value of common stock issued of $95,165. The merger between the Company and GSL Healthcare was treated as a reverse capitalization for financial statement reporting purposes with GSL Healthcare deemed the accounting acquirer and the Company deemed the accounting acquiree. Accordingly, GSL Healthcare’s assets, liabilities and results of operations became the historical financial statements of the Company and no step-up in basis was recorded. As a result, the Company recorded $138,852 as a decrease in paid in capital related to the difference of consideration paid and net amount received.

 

Note 5 – Acquisition of Applied Biopharma

 

In July 2021, the Company entered into and completed an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AB Merger LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“AB Merger”), and Applied Biopharma, pursuant to which Applied BioPharma merged into AB Merger and the effect of which is that, upon and assuming consummation of the Merger Agreement, Applied Biopharma became a wholly-owned subsidiary of the Company.

 

Under the terms and conditions of the Merger Agreement, the Company offered and sold 1 share of common stock of the Company in consideration for the purchase of Applied Biopharma. The effect of the issuance is that Applied Biopharma is now a wholly-owned subsidiary of the Company.

 

The acquisition price consisted of the issuance of 1 share of the Company’s common stock with an estimated value of $1.15. Applied Biopharma consisted of net assets of nil and had minimal activity. As such, the acquisition of Applied Biopharma was considered immaterial. The Company has included the activity of Applied Biopharma for the period following the completion of the Merger Agreement.

 

F-13

Table of Contents

 

Agentix Corp. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Year Ended August 31, 2021 and

For the Period From Inception (April 15, 2020) to August 31, 2020

 

Note 6 – Equity Investments

 

The Company follows ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, and as such, equity investments are recorded at their market value, with the change in fair value being reflected in the consolidated statement of operations.

 

In conjunction with the merger, the Company purchased a 10% LLC interest in API Holdings Inc., which holds certain equity investments obtained from the purchased shares of stock of four entities with ownership percentages of less than 5%. The LLC interest held by the Company was recorded at the purchase price of $19,553.

 

During the period from inception (April 15, 2020) to August 31, 2020, management determined that the fair value of the equity investment was $nil and as such, management recorded an impairment charge of $19,553. There have been no observable price changes during the nine months ended May 31, 2021. As such, the Company has measured the value of the investment at $nil as of May 31, 2021, which management believes approximates market value.

 

Note 7 – Equity

 

As of August 31, 2021 and 2020, the Company has authorized 50,000,000 shares of common stock at a par value of $0.001 per share and had issued and outstanding shares of common stock of 34,874,605 and 34,489,605, respectively.

 

Shares issued for services

 

During the year ended August 31, 2021, the Company issued 385,000 shares of its common stock of the company to a consultant. The shares were fully vested upon issuance and were recorded at a price $0.99 per share, which was the then fair market value of the shares based on the Company’s quoted stock price.

 

Shares issued for cash

 

During the year ended August, 2021, the Company issued 520,000 shares of its common stock to certain accredited investors for cash of which 320,000 shares were issued at a price of $0.25 per share for total proceeds of $80,000 and 200,000 shares were issued at a price of $0.50 per share for total proceeds of $100,000. As of August 31, 2021, the Company had not issued these shares and as such, $180,000 was reflected in the accompanying consolidated balance sheet as common stock to be issued.

 

On June 15, 2020, the Company sold 317,389 shares of common stock to accredited investors, at a purchase price of $0.01 per share, for aggregate offering proceeds of $3,174.

 

On July 22, 2020, the Company sold 2,433,332 shares of common stock to accredited investors, at a purchase price of $0.25 per share, for aggregate offering proceeds of $608,333.

 

Note 8 – Deferred Tax Assets and Income Tax Provision

 

At August 31, 2021, no tax benefit has been recorded with respect to the net operating loss in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets would be considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

 

Deferred tax assets consist primarily of the tax effect of Net Operating Loss (“NOL”) carry-forwards. The Company estimated the expected income tax benefit from NOL carry-forwards of $353,000 and $71,000 as of August 31, 2021 and 2020, respectively, of which the Company provided a full valuation allowance of $353,000 and $71,000, respectively, and thus had a deferred tax asset, net of valuation allowance of $nil as of August 31, 2021 and 2020, respectively. The Company’s blended federal statutory income tax rate was 21% of which a NOL carry-forwards blended rate of 21% offset this rate and thus the effective income tax rate for the period from Inception (April 15, 2020) to August 31, 2021 was %nil.

 

The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods include from Inception (April 15, 2020) to the current tax year.

 

Note 9 – Subsequent Events

 

In accordance with ASC 855, the Company has analyzed its operations subsequent to August 31, 2021 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

F-14

Table of Contents

     

Item 9. Changes In And Disagreements With Accountants On Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of August 31, 2021.

 

Management's Annual Report On Internal Control Over Financial Reporting

 

As of August 31, 2021, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company's Chief Executive Officer and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

 

 

·

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

 

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

 

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the 2013 version of Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework. Based on that evaluation, completed only by Rudy Mazzocchi, our President and Chief Executive Officer, and a director, who also serves as our principal financial officer and principal accounting officer, Mr. Mazzocchi concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

 

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that were considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Mr. Mazzocchi, our President and Chief Executive Officer and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of August 31, 2021.

  

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes In Internal Control Over Financial Reporting

 

There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the year ended August 31, 2021 that have materially affected, or that are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

 
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Table of Contents

 

PART III

 

Item 10. Directors, executive officers and corporate governance.

 

Our executive officers and directors and their respective ages as of August 31, 2021 are as follows:

 

Name

 

Age

 

Position with the Company

Rudy Mazzocchi

 

61

 

Chief Executive Officer, Director

Salman Hoda

 

41

 

Secretary and Treasurer

Riazul (Rehan) Huda

 

50

 

Director

 

Directors are elected by our stockholders and hold office until their successors are elected and qualified or until their earlier resignation or removal. Officers are appointed by our board of directors and serve at the discretion of the board of directors.

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

Biographical Information

 

Rudy Mazzocchi

 

Mr. Mazzocchi, age 61, has served as our Chief Executive Officer and director of the Company since July 2, 2020. Mr. Mazzocchi most recently served as Executive Chairman of Establishment Labs (Nasdaq: ESTA), a leading manufacturer of implantable medical devices in San Jose, Costa Rica, a position he held from 2014 until 2017. Mr. Mazzocchi was also a Co-Founder and served as Chief Executive Officer of BioMedX Group from 2017 until 2020, and is a Co-Founder, Chairman of OptiSTENT and was previously Chief Executive Officer of ELENZA, Inc., a company developing the world's first electronic "AutoFocal" Intraocular Lens, a position he held from 2010 until 2018. From 2008 to 2010, he was Interim-President and Chief Executive Officer of NovaVision, Inc., a neuro-ophthalmology device company specializing in noninvasive photic-neurostimulation to restore vision. He has been the Acting-Chief Executive Officer of Berkshire Biomedical, a position he has held since 2019, and Chairman of My Next Health, a position he has held since 2020. From 2005 to 2008, Mr. Mazzocchi served as Managing Director of Accuitive Medical Ventures, a venture capital fund established to finance and develop early and expansion stage medical device and technology companies. He also served as President and Chief Executive Officer of Image-Guided NEUROLOGICS from 1998 to 2005. Prior to that, Mr. Mazzocchi was the cofounder and Director of Vascular Science and founding Chief Executive Officer of MICROVENA Corporation, eventually known as eV3, and served in numerous management and operations roles at Cook Critical Care, an operating division of COOK, Inc. He also previously served as Founding Chairman of Cytogenesis in 2000 to 2003, as well as Independent Director of Greatbatch, Inc. from 2012 to 2014. Mr. Mazzocchi received his B.S. in Life Sciences / Biochemistry from the University of Pittsburgh and completed graduate studies in Biophysics at the University of California, Los Angeles. Mazzocchi brings more than 30 years of experience in the med-tech/biotech industry in operations and general management roles and has extensive background and experience in the medical device industry. Mr. Mazzocchi's experience in life sciences and the medical device industry led to our conclusion that he should also be serving as a member of our Board of Directors in light of our business and structure.

 

 
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Table of Contents

   

Salman Hoda

 

Salman Hoda, age 41, has served as our Secretary and Treasurer since December 14, 2020.  Starting February 2018, Mr. Hoda has owned and operated Salman Hoda Pharma Consulting Inc., of Mississauga, Ontario, a pharmaceutical consulting business.  From February 2018 to June 2020, Mr. Hoda acted as Director – Pharmaceutical Program, for Green Sky Labs., Oakville, Ontario.  From December 2017 to February 2018, Mr. Hoda was Program Lead – Transformation Office at Apotex Inc., Toronto, Ontario.  From June 2017 to December 2017, Mr. Hoda was Manager – Business Development & Portfolio Management, at Apobiologix, Toronto, Ontario, and Manager – Business Evaluations & Development from November 2015 until May 2017.  In April 2002. Mr. Hoda obtained an Honours Bachelor of Science from University of Waterloo, of Waterloo, Ontario.  In April 2009, he obtained a Masters of Business Administration – Marketing from Rotman School of Management, University of Toronto, Toronto, Ontario.

    

Riazul (Rehan) Huda

 

Riazul (Rehan) Huda, age 50, has served as a director of the Company since July 2, 2020. Since January 2016, Mr. Huda has served as Chief Executive Officer of Green Sky Labs Inc, a Canada-based technology incubation company focused on the proprietary processing technologies (e.g. extraction, isolation and purification) and the healthcare industries. Mr. Huda has held various positions within the federal government of Canada, including Senior Economist for the Department of Finance and Senior Analyst for the Natural Resources and Industry Departments. He is a recipient of the Canadian government's Public Service Award of Excellence for his financial and economic analysis related to the awarding of operating licenses to wireless telecommunication service providers.

 

Mr. Huda has over 20 years of experience in investment banking, entrepreneurship, and corporate finance. He obtained a Bachelor of Arts and Masters of Arts (Economics and Psychology) from the University of Manitoba, which he attended from 1987 to 1994. Mr. Huda's experience in finance and economics led to our conclusion that Mr. Huda should be serving as a member of our board of directors in light of our business and structure.

 

Term of Office

 

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company's Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

 

Director Qualifications

 

We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Board also considers the candidate's character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

 

Term of Office

 

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company's Bylaws provide that the Board of Directors will consist of no less than one member. Officers are elected by and serve at the discretion of the Board of Directors.

 

 
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Director Independence

 

Our board of directors is currently composed of three members, none of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management.

 

Involvement in Certain Legal Proceedings

 

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

 

 

·

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

·

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

·

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 

·

Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

·

Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

·

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Significant Employees and Consultants

 

As of August 31, 2021, the Company has no significant employees. The Company is managed by our three officers and directors.

 

Audit Committee and Conflicts of Interest

 

Since we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 

 
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Family Relationships

 

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

 

Stockholder Communications With the Board Of Directors

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

 

Code of Ethics

 

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

 

Employment Agreements

 

We have no employment agreements with any of our directors.

 

Indemnification Agreements

 

We have no indemnification agreements with our officers, directors or any other person.

 

Item 11. Executive compensation.

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us as of the August 31 fiscal years ended as indicated.

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

Nonqualified

 

 

 

 

 

Name and

 

 

 

 

 

 

Stock

 

 

Option

 

 

Plan

 

 

Deferred

 

 

All Other

 

 

 

Principal

Position

 

Year

 

Salary
($)

 

 

Bonus
($)

 

 

Awards
($)

 

 

Awards
($)

 

 

Compensation

($)

 

 

Compensation

($)

 

 

Compensation

($)

 

 

Total
($)

 

Rudy Mazzocchi (1)

 

2021

 

$ 5,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$ 5,000

 

 

 

2020

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salman Hoda (2)

 

2021

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$ 12,000 (3)

 

$ 12,000

 

 

 

2020

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

________

(1)

Appointed Chief Executive Officer, President, and a director of the Company on July 2, 2020.

(2)

Appointed Secretary and Treasurer December 14, 2020.

(3)

Paid pursuant to Consulting Agreement with Mr. Hoda.

 

 
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Employment Contracts, Termination of Employment, Change-in-Control Arrangements

 

On October 1, 2020, we entered into a Consulting Agreement with Salman Hoda, for a term of one year, which automatically renews every year unless earlier terminated by either party, pursuant to which Mr. Hoda provides portfolio and business development advice to us for an annual fee of $12,000.

 

The Company has no employment agreements with its officers or any significant employee and did not enter into any employment contracts, termination of employment, or change-in-control arrangements during the year ended August 31, 2021.

 

Option Exercises and Fiscal Year-End Option Value Table.

 

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended August 31, 2021.

 

Long-Term Incentive Plans and Awards.

 

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended August 31, 2021.

 

We currently do not pay any compensation to our directors serving on our board of directors.

 

DIRECTOR COMPENSATION

 

The following table sets forth director compensation as of August 31, 2021:

 

Name

 

Fees Earned or Paid in Cash
($)

 

 

Stock
Awards
($)

 

Option
Awards($)

 

Non-Equity Incentive Plan Compensation ($)

 

Nonqualified Deferred Compensation Earnings
($)

 

All Other Compensation
($)

 

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rudy Mazzocchi (1)

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

Riazul (Rehan) Huda (2)

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

________

(1)

Appointed Chief Executive Officer, President and a director of the Company on July 2, 2020.

(2)

Appointed a director of the Company on July 2, 2020.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table lists, as of the date of this Form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

 
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Table of Contents

 

The percentages below are calculated based on 34,874,585 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

 

Name of Beneficial Owner

 

Number of

Shares

Beneficially

Owned (1)

 

Percentage of Common

Stock

Owned (1)(2)

 

5% Owners:

 

 

 

 

 

 

Green Sky Labs

 

 

8,379,681

 

(4)

 

24.0 %

John Brady

 

 

1,882,853

 

(3)

 

5.4 %

 

 

 

 

 

 

 

 

 

 

Officers and Directors:

 

 

 

 

 

 

 

 

 

Rudy Mazzocchi

 

 

0

 

 

 

 

0.0 %

Riazul (Rehan) Huda

 

 

0

 

(4)

 

0.0 %

All current officer and directors as a group (2 persons)

 

 

0

 

 

 

 

0.0 %

________

(1) 

Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of September 22, 2020, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.

(2)

These percentages have been calculated based on 34,874,585 shares of common stock outstanding as of December 2, 2020.

(3)

1,517,428 shares held by John R. Brady Living Trust. 365,425 shares held by Equinox Consulting LLC.

(4)

Riazul (Rehan) Huda, a member of our board of directors, has sole voting and dispositive power over the securities held by this entity. 

 

Item 13. Certain relationships and related transactions.

 

During the year ended August 31, 2021, the Company incurred $150,000 of management fees, $60,000 for reimbursement of rent, $12,093 of advances, and $5,000 advance of working capital to the Company to cover certain operating expenses from SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company. As of August 31, 2021, $127,233 was included in Accounts payable – related party on the accompanying balance sheet. The advances are unsecured, non-interest bearing, with no formal terms of repayment. During the period from inception (April 15, 2020) to August 31, 2020, SBS Management LLC was paid $53,000 of management fees and the Company reimbursed SBS Management LLC $20,000 for rent expense.

 

During the period from inception (April 15, 2020) to August 31, 2020, Gray's Peak Capital, a company founded by Mr. Scott Stevens who is a shareholder of the Company, made advances to the Company to cover certain operating expenses. These advances are unsecured, non-interest bearing, with no formal terms of repayment. As of August 31, 2021 and 2020 the amounts due Gray's Peak Capital for these advances was $120,870 and $27,870, respectively, and was included in accounts payable – related party on the accompanying balance sheet.

 

During the year ended August 31, 2021, the Company incurred $112,500 of consulting fees from a shareholder of the company of which $5,000 was paid and $107,500 was included in accounts payable – related party on the accompanying balance sheet.

 

During the year ended August 31, 2021, the Company incurred $130,000 from a consulting and employment agreement with its CEO of which $5,000 was paid and $130,000 was included in accounts payable – related party on the accompanying balance sheet.

 

Item 14. Principal accounting fees and services.

 

For the years ended August 31, 2021 and 2020, the total fees charged to the company for audit services, including quarterly reviews were $29,000 and $18,750, total fees charged for tax services and other services were $0 and $0, respectively.

 

 
21

Table of Contents

 

PART IV

 

Item 15.  Exhibits and financial statement schedule.

 

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

 

Number

 

Description

 

 

3.1.1

 

Articles of Incorporation (1)

3.1.2

 

Certificate of Amendment to Articles of Incorporation (2)

3.1.3

 

Certificate of Change (2)

3.2

 

Bylaws (1)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

 

XBRL Instance Document

101.SCH*

 

XBRL Taxonomy Extension Schema Document

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

____________

(1)

Incorporated by reference to the Registrant’s Form S-1 (File No. 333-194975), filed with the SEC on April 1, 2014.

(2)

Incorporated by reference to the Registrant’s Form 8-K (File No. 000-55383), filed with the SEC on July 11, 2019.

 

 

*

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

Item 16. Form 10-K summary.

 

None.

 

 
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Table of Contents

 

SIGNATURES 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

AGENTIX CORP.

 

(Name of Registrant)

 

Date: October 7, 2021

By:

/s/ Rudy Mazzocchi

Name:

Rudy Mazzocchi

Title:

President and Director

(principal executive officer, principal accounting officer and principal financial officer)

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rudy Mazzocchi as his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K of Agentix Corp. for the fiscal year ended August 31, 2021, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Power of Attorney has been signed by the following persons in the capacities and on the dates stated.

 

Date: October 7, 2021

By:

/s/ Rudy Mazzocchi

Name:

Rudy Mazzocchi

Title:

Chief Executive Officer and Director (principal executive officer, principal accounting officer and principal financial officer)

 

Dated: October 7, 2021

By:

/s/ Riazul (Rehan) Huda

 

Name:

Riazul (Rehan) Huda

 

Title:

Director

 

Date: October 7, 2021

By:

/s/ Rudy Mazzocchi

Name:

Rudy Mazzocchi

Title:

Director (principal executive officer, principal accounting officer and principal financial officer)

 

 
23