NOTE 22 – SUBSEQUENT EVENTS

U.S. Convertible Debentures

On July 26, 2019, the Company, Navy Capital, and two other purchasers of the U.S. Convertible Debentures entered into First Amendments to Convertible Debenture, pursuant to which the parties agreed to adjust the conversion price of the U.S. Convertible Debentures if, in general, the Company issues or sells common stock, or warrants or options exercisable for common stock, or any other securities convertible into common stock, in a capital raising transaction, at a consideration per share, or exercise or conversion price per share, as applicable, less than the conversion price of the U.S. Convertible Debentures in effect immediately prior to such issuance (a “Dilutive Issuance”). In such case, the conversion price of the U.S. Convertible Debentures will be reduced to such issuance price (the “Adjusted Conversion Price”). The amendment also provides that, if a Dilutive Issuance occurs, the warrant to be received upon conversion will be exercisable at a price equal to 137.5% of the Adjusted Conversion Price at the time of conversion of the debenture (the “Revised Warrant Exercise Price”). If a Dilutive Issuance occurs, the form of warrant attached to the subscription agreement shall be amended to change the Initial Exercise Price, as defined therein, to be the Revised Warrant Exercise Price. The remaining terms of the U.S. Convertible Debentures and warrant shall remain in full force and effect.

Common Stock Issued

On July 8, 2019, the Company issued 16,250 shares of common stock and three-year warrants to acquire 8,125 shares of common stock at a price of $1.10 per share to Canaccord Genuity Corp. in connection with the conversion of a portion of the Canaccord Debentures in the principal amount of $13,000.

On July 19, 2019, the Company issued 15,000 shares of common stock and three-year warrants to acquire 7,500 shares of common stock at a price of $1.10 per share to Canaccord Genuity Corp. in connection with the conversion of a portion of the Canaccord Debentures in the principal in the amount of $12,000.

On July 22, 2019, the Company issued 500,000 shares of common stock to Ben Sillitoe, Chief Executive Officer of CLS Nevada, in connection with his employment agreement.

On July 22, 2019, the Company issued 50,000 shares of common stock to Don Decatur, Chief Operating Officer of CLS Nevada, in connection with his employment agreement.

Oasis Note

On August 14, 2019, the Company made a prepayment in the amount of $2,500,000, which was applied to the amount due under the Oasis Note.

Settlement of Liability

On August 14, 2019, the Company made a payment to 4Front Advisors to settle its dispute with Alternative Solutions and its former owners and the Oasis Note was reduced in accordance with its terms.  In addition, the amount of $275,000, which the Company had accrued with respect to this dispute, was extinguished.

IGH Option

On August 26, 2019, the Company and In Good Health, Inc., entered into an agreement to extend the Option Period as follows: The Option Period shall mean the period beginning on January 1, 2020 and ending on January 31, 2020, subject to extension.

CannAssist Agreements

On June 24, 2019, the Company advanced the sum of $175,000 to CannAssist, increasing the balance due to the Company under the CannAssist Note to $325,000.

On August 26, 2019, and Company and CannAssist entered into an agreement to amend the CannAssist Note as follows: There will be no additional advances under the note beyond the $150,000 advanced on February 4, 2019, and the $175,000 advanced on June 24, 2019. In addition, the CannAssist note shall become due and payable in full on or before February 28, 2020.  In addition, the Company and CannAssist terminated the CannAssist Purchase Agreement.