Nevada
(State
or other jurisdiction of incorporation or
organization)
|
84-1575085
(IRS
Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
|
|
|
(a)
|
Financial
statements of businesses acquired.
|
(b)
|
Pro
forma financial information
|
(d)
|
Exhibits
|
Exhibit
No.
|
|
Description
|
|
|
|
|
Historical financial statements of
Charlie’s Chalk Dust, LLC for the years ended December 31,
2018 and 2017 (audited) and for the three months ended March 31,
2019 and 2018 (unaudited)
|
|
|
Unaudited pro forma combined
financial statements for Charlie’s Holdings,
Inc.
|
Date:
July 11, 2019
|
Charlie's Holdings, Inc.
By:
/s/ David Allen
|
Name: David Allen
|
|
Title: Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
|
|
|
Historical
financial statements of Charlie’s Chalk Dust, LLC for the
years ended December 31, 2018 and 2017 (audited) and for the
three months ended March 31, 2019 and 2018 (unaudited)
|
|
|
Unaudited
pro rorma combined financial statements for Charlie’s
Holdings, Inc.
|
|
|
|
Page
|
Audited
Financial Statements of Charlie’s Chalk Dust, LLC for the
Years ended December 31, 2018 and 2017
|
|
Report of
Independent Registered Public Accounting Firm
|
1
|
Balance
Sheets
|
2
|
Statements of
Operations
|
3
|
Statements of
Members’ Equity (Deficit)
|
4
|
Statements of Cash
Flows
|
5
|
Notes to Financial
Statements
|
6
|
|
Page
|
Financial
Statements of Charlie’s Chalk
Dust, LLC for the three months ended March 31, 2019 and 2018
(unaudited)
|
|
Balance Sheet as of
March 31, 2019
|
12
|
Statements of
Operations
|
13
|
Statements of
Members’ Equity (Deficit)
|
14
|
Statements of Cash
Flows
|
15
|
Notes to Financial
Statements
|
16
|
|
2018
|
2017
|
ASSETS
|
||
Current
Assets
|
|
|
Cash
|
$304,548
|
$655,076
|
Accounts
receivable, net
|
710,934
|
933,073
|
Inventories,
net
|
657,576
|
369,604
|
Prepaid expenses
and other current assets
|
427,525
|
440,620
|
Total current
assets
|
2,100,583
|
2,398,373
|
|
|
|
Property
and Equipment, net
|
45,371
|
46,920
|
Other
Assets
|
41,500
|
37,500
|
|
|
|
Total
assets
|
$2,187,454
|
$2,482,793
|
LIABILITIES
AND MEMBERS’ EQUITY
|
||
Liabilities
|
|
|
Accounts
payable
|
$925,366
|
$464,340
|
Accrued
expenses
|
291,299
|
193,860
|
Note
payable
|
–
|
166,667
|
Deferred
revenue
|
179,562
|
114,526
|
Total current
liabilities
|
1,396,227
|
939,393
|
Members’
Equity
|
791,227
|
1,543,400
|
Total liabilities
and members’ equity
|
$2,187,454
|
$2,482,793
|
|
|
|
|
2018
|
2017
|
NET
REVENUES
|
$20,840,794
|
$12,233,925
|
COST
OF GOODS SOLD
|
8,514,790
|
5,475,051
|
GROSS
PROFIT
|
12,326,004
|
6,758,874
|
OPERATING
EXPENSES
|
|
|
Sales and
marketing
|
2,904,456
|
1,862,441
|
Product
development
|
95,180
|
116,040
|
General and
administrative
|
2,126,945
|
1,523,334
|
Total operating
expenses
|
5,126,581
|
3,501,815
|
INCOME
FROM OPERATIONS
|
7,199,423
|
3,257,059
|
|
|
|
OTHER
INCOME
|
453
|
9,410
|
NET
INCOME
|
$7,199,876
|
$3,266,469
|
|
|
|
EARNINGS
PER UNIT
|
|
|
Basic and diluted
earnings per unit
|
$7,200
|
$3,266
|
Basic and diluted
weighted-average number of units outstanding
|
1,000
|
1,000
|
BALANCE
- January 1, 2017
|
$666,931
|
|
|
Member
distributions
|
(2,390,000)
|
|
|
Net
income
|
3,266,469
|
|
|
BALANCE
- December 31, 2017
|
1,543,400
|
|
|
Member
distributions
|
(7,952,049)
|
|
|
Net
income
|
7,199,876
|
|
|
BALANCE
- December 31, 2018
|
$791,227
|
|
|
|
2018
|
2017
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
Income
|
$7,199,876
|
$3,266,469
|
Adjustments to
reconcile net income to net cash provided by operating
activities
|
|
|
Depreciation and
amortization
|
17,917
|
19,084
|
Provision for bad
debt
|
93,447
|
3,830
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
128,692
|
(620,014)
|
Inventories
|
(287,972)
|
51,575
|
Prepaid expenses
and other current assets
|
13,095
|
(237,809)
|
Other
assets
|
(4,000)
|
(1,000)
|
Accounts payable
and accrued expenses
|
558,465
|
446,323
|
Deferred
revenue
|
65,036
|
92,869
|
Net
cash provided by operating activities
|
7,784,556
|
3,021,327
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
Purchase of
property and equipment
|
(16,368)
|
–
|
Net
cash used in investing activities
|
(16,368)
|
–
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Member
distributions
|
(7,952,049)
|
(2,390,000)
|
Principal payments
on note payable
|
(166,667)
|
(166,667)
|
Net
cash used in financing activities
|
(8,118,716)
|
(2,556,667)
|
INCREASE
(DECREASE) IN CASH
|
(350,528)
|
464,660
|
CASH – beginning of
year
|
655,076
|
190,416
|
CASH – end of year
|
$304,548
|
$655,076
|
|
|
|
|
2018
|
2017
|
Geographic
Market
|
|
|
International
|
28%
|
35%
|
United
States
|
72%
|
65%
|
Total
|
100%
|
100%
|
Customer
Type
|
|
|
Retailers
|
44%
|
45%
|
Distributors
|
56%
|
55%
|
Total
|
100%
|
100%
|
|
2018
|
2017
|
Sales
commissions
|
$70,400
|
$74,878
|
Wages
|
217,484
|
$112,911
|
Payroll
taxes
|
3,415
|
6,071
|
Total accrued
expenses
|
$291,299
|
$193,860
|
|
2018
|
2017
|
Equipment
|
$64,536
|
$54,572
|
Furniture
|
22,509
|
16,105
|
Leasehold
improvements
|
20,000
|
20,000
|
Software
|
3,150
|
3,150
|
|
110,195
|
93,827
|
Less: Accumulated
depreciation
|
(64,824)
|
(46,907)
|
Property and
equipment, net
|
$45,371
|
$46,920
|
|
|
|
2019
|
$206,678
|
2020
|
39,672
|
2021
|
9,918
|
Total
payments
|
$256,268
|
|
March 31,2019
(unaudited)
|
December 31, 2018
|
|
|
|
ASSETS
|
||
Current Assets
|
|
|
Cash
|
$1,243,081
|
$304,548
|
Accounts
receivable, net
|
1,103,118
|
710,934
|
Inventories,
net
|
677,768
|
657,576
|
Lease
right-of-use, current portion, net
|
41,272
|
–
|
Prepaid
expenses and other current assets
|
379,125
|
427,525
|
Total
current assets
|
3,444,364
|
2,100,583
|
|
|
|
Property and Equipment, net
|
54,652
|
45,371
|
Lease right-of-use
|
38,347
|
–
|
Other Assets
|
41,500
|
41,500
|
|
|
|
Total
assets
|
$3,578,863
|
$2,187,454
|
LIABILITIES AND MEMBERS’ EQUITY
|
||
Commitments and Contingencies (Note 6)
|
|
|
Liabilities
|
|
|
Accounts
payable
|
$805,745
|
$925,366
|
Accrued
expenses
|
221,664
|
291,299
|
Lease
right-of-use liability, current portion
|
39,672
|
–
|
Deferred
revenue
|
184,003
|
179,562
|
Total
current liabilities
|
1,251,084
|
1,396,227
|
Lease Right-of-Use Liability
|
40,347
|
–
|
Total
liabilities
|
1,291,431
|
1,396,227
|
Members’ Equity
|
2,287,432
|
791,227
|
Total liabilities and members’ equity
|
$3,578,863
|
$2,187,454
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2019
|
2018
|
NET REVENUES
|
$6,647,545
|
$5,432,370
|
COST OF GOODS SOLD
|
2,750,274
|
2,165,289
|
GROSS PROFIT
|
3,897,271
|
3,267,081
|
OPERATING EXPENSES
|
|
|
Sales
and marketing
|
767,042
|
718,036
|
Product
development
|
39,542
|
31,976
|
General
and administrative
|
615,572
|
460,105
|
Total
operating expenses
|
1,422,156
|
1,210,117
|
INCOME FROM OPERATIONS
|
2,475,115
|
2,056,964
|
|
|
|
OTHER INCOME
|
90
|
95
|
NET INCOME
|
$2,475,205
|
$2,057,059
|
|
|
|
EARNINGS PER UNIT
|
|
|
Basic
and diluted earnings per unit
|
$2,475
|
$2,057
|
Basic
and diluted weighted-average number of units
outstanding
|
1,000
|
1,000
|
|
|
|
BALANCE
– January 1, 2018
|
$1,543,400
|
|
|
Member
distributions
|
(1,150,000)
|
|
|
Net
income
|
2,057,059
|
|
|
BALANCE
– March 31, 2018
|
$2,450,459
|
|
|
BALANCE
– January 1, 2019
|
$791,227
|
|
|
Member
distributions
|
(979,000)
|
|
|
Net
income
|
2,475,205
|
|
|
BALANCE
- March 31, 2019
|
$2,287,432
|
|
|
|
Three Months Ended March 31,
|
|
|
2019
|
2018
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
income
|
$2,475,205
|
$2,057,059
|
Adjustments to
reconcile net income to net cash provided by operating
activities
|
|
|
Depreciation and
amortization
|
3,573
|
4,771
|
Noncash lease
expense
|
1,110
|
–
|
Recoveries for bad
debt
|
(42,705)
|
–
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(349,479)
|
(120,294)
|
Inventories
|
(20,192)
|
(351,397)
|
Prepaid expenses
and other current assets
|
48,400
|
(88,010)
|
Lease right-of-use
asset
|
9,208
|
–
|
Other
assets
|
–
|
(4,000)
|
Accounts
payable
|
(119,621)
|
161,216
|
Accrued
expenses
|
(69,635)
|
121,487
|
Lease right-of-use
liability
|
(9,918)
|
–
|
Deferred
revenue
|
4,441
|
168,353
|
Net
cash provided by operating activities
|
1,930,387
|
1,949,185
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
Purchase of
property and equipment
|
(12,854)
|
–
|
Net
cash used in investing activities
|
(12,854)
|
–
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Member
distributions
|
(979,000)
|
(1,150,000)
|
Principal payments
on note payable
|
–
|
(41,667)
|
Net
cash used in financing activities
|
(979,000)
|
(1,191,667)
|
INCREASE
IN CASH
|
938,533
|
757,518
|
CASH – beginning of
period
|
304,548
|
655,076
|
CASH – end of period
|
$1,243,081
|
$$1,412,594
|
NONCASH
INVESTING AND FINANCING ACTIVITIES
|
|
|
Acquisition of
right-of-use asset through lease liability
|
$88,827
|
$–
|
|
Three Months EndedMarch 31,2019
|
Three Months EndedMarch 31,2018
|
Geographic
Market
|
|
|
International
|
19%
|
30%
|
United
States
|
81%
|
70%
|
Total
|
100%
|
100%
|
Customer Type
|
|
|
Retailers
|
35%
|
52%
|
Distributors
|
65%
|
48%
|
Total
|
100%
|
100%
|
|
March
31,2019
|
December
31, 2018
|
Wages
|
$145,907
|
$217,484
|
Sales
commissions
|
69,409
|
70,400
|
Payroll
taxes
|
3,415
|
3,415
|
Other
accrued expenses
|
2,933
|
-
|
Total
accrued expenses
|
$221,664
|
$291,299
|
|
|
|
|
March
31,2019
|
December
31, 2018
|
Equipment
|
$71,786
|
$64,536
|
Furniture
|
22,509
|
22,509
|
Leasehold
improvements
|
25,605
|
20,000
|
Software
|
3,149
|
3,150
|
|
123,049
|
110,195
|
Less: Accumulated
depreciation
|
(68,397)
|
(64,824)
|
Property and
equipment, net
|
$54,652
|
$45,371
|
|
|
|
Remainder of
2019
|
$30,645
|
2020
|
41,778
|
2021
|
10,521
|
Total lease
payments
|
82,944
|
Less:
interest
|
(2,925)
|
Present value of
lease liabilities
|
$80,019
|
|
|
|
Pro Forma
|
|
Pro Forma
|
|
Charlie's Chalk Dust
|
True Drinks
|
Adjustments
|
Note 3
|
Combined
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash
and cash equivalents
|
$1,243,081
|
$401
|
$23,161,334
|
(d)
|
$6,904,816
|
|
|
|
(17,500,000)
|
(d)
|
|
Accounts
receivable
|
1,103,118
|
1,173
|
-
|
|
1,104,291
|
Inventory,
net
|
677,768
|
25,657
|
-
|
|
703,425
|
Prepaid
expense and other current assets
|
420,397
|
-
|
-
|
|
420,397
|
Total
current assets
|
3,444,364
|
27,231
|
5,661,334
|
|
9,132,929
|
|
|
|
|
|
|
Property
and equipment, net
|
54,652
|
-
|
-
|
|
54,652
|
Goodwill
|
-
|
1,576,502
|
(1,576,502)
|
(b)
|
-
|
Other
assets
|
79,847
|
-
|
-
|
|
79,847
|
Total assets
|
$3,578,863
|
$1,603,733
|
$4,084,832
|
|
$9,267,428
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
||
Current
liabilities
|
|
|
|
|
|
Accounts
payable and accrued expenses and other liabilities
|
$1,067,081
|
710,615
|
(710,615)
|
(c)
|
1,067,081
|
Debt
- short term
|
-
|
3,394,497
|
(3,394,497)
|
(c)
|
-
|
Warrant
liability
|
|
|
7,762,704
|
(f)
|
7,762,704
|
Deferred
revenue
|
184,003
|
-
|
-
|
|
184,003
|
Total
current liabilities
|
1,251,084
|
4,105,112
|
3,657,592
|
|
9,013,788
|
Long
term liabilities
|
|
|
|
|
|
Other
long term liabilities
|
40,347
|
-
|
-
|
|
40,347
|
Total
long term liabilities
|
40,347
|
-
|
-
|
|
40,347
|
Total liabilities
|
1,291,431
|
4,105,112
|
3,657,592
|
|
9,054,135
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit)
|
|
|
|
|
|
Series
A Convertible Preferred stock, $.001 par value
|
-
|
-
|
206
|
(d)
|
206
|
Series
B Convertible Preferred stock, $.001 par value
|
-
|
-
|
1,396
|
(d)
|
1,396
|
Preferred
stock, $.001 par value
|
-
|
1,425
|
(1,425)
|
(b)
|
-
|
Common
stock, $.001 par value
|
-
|
511,230
|
5,077,471
|
(a)
|
5,077,471
|
|
|
|
(511,230)
|
(b)
|
|
Members'
equity
|
2,287,432
|
-
|
(2,287,432)
|
(d)
|
-
|
Additional
paid-in-capital
|
-
|
50,145,370
|
(5,077,471)
|
(a)
|
15,522,737
|
|
|
|
(4,077,881)
|
(b)
|
|
|
|
|
(50,145,370)
|
(b)
|
|
|
|
|
4,105,112
|
(c)
|
|
|
|
|
2,287,432
|
(d)
|
|
|
|
|
23,159,732
|
(d)
|
|
|
|
|
(7,762,704)
|
(f)
|
|
|
|
|
2,888,517
|
(e)
|
|
Accumulated
deficit
|
-
|
(53,159,404)
|
53,159,404
|
(b)
|
(20,388,517)
|
|
|
|
(17,500,000)
|
(d)
|
|
|
|
|
(2,888,517)
|
(e)
|
|
Total
stockholders' equity (deficit)
|
2,287,432
|
(2,501,379)
|
427,240
|
|
213,293
|
Total liabilities and stockholders' equity
|
$3,578,863
|
$1,603,733
|
$4,084,832
|
|
$9,267,428
|
|
|
|
Pro Forma
|
|
Pro Forma
|
|
Charlie's Chalk Dust
|
True Drinks
|
Adjustments
|
Note 3
|
Combined
|
|
|
|
|
|
|
Revenue:
|
$20,840,794
|
$1,947,052
|
$(1,436,113)
|
(l)
|
$21,351,733
|
Cost
of revenue
|
8,514,790
|
1,228,448
|
(728,025)
|
(l)
|
9,015,213
|
Gross profit
|
12,326,004
|
718,604
|
(708,088)
|
|
12,336,520
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
Selling
and marketing
|
2,904,456
|
411,371
|
-
|
|
3,315,827
|
General
and administrative
|
2,126,945
|
10,997,813
|
1,128,327
|
(h)
|
14,253,085
|
Product
development
|
95,180
|
-
|
-
|
|
95,180
|
|
5,126,581
|
11,409,184
|
1,128,327
|
|
17,664,092
|
Operating income (loss)
|
7,199,423
|
(10,690,580)
|
(1,836,415)
|
|
(5,327,572)
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
Change
in fair value of derivative liabilities
|
-
|
8,883,383
|
(8,883,383)
|
(g)
|
-
|
Impairment
of goodwill
|
-
|
(1,898,000)
|
-
|
|
(1,898,000)
|
Interest
expense
|
-
|
(813,545)
|
813,545
|
(g)
|
-
|
Other
income
|
453
|
639,443
|
-
|
|
639,896
|
Total
other income (expense)
|
453
|
6,811,281
|
(8,069,838)
|
|
(1,258,104)
|
Income
(loss) before provision for income taxes
|
7,199,876
|
(3,879,299)
|
(9,906,253)
|
|
(6,585,676)
|
Provision
for income taxes
|
-
|
-
|
(2,159,963)
|
(i)
|
(2,159,963)
|
Net
income (loss)
|
7,199,876
|
(3,879,299)
|
(12,066,216)
|
|
(8,745,639)
|
Dividends
on preferred stock
|
-
|
(260,688)
|
260,688
|
(g)
|
(1,650,000)
|
|
-
|
-
|
(1,650,000)
|
(k)
|
|
Net
income (loss) attributable to common shareholders
|
$7,199,876
|
$(4,139,987)
|
$(13,455,528)
|
|
$(10,395,639)
|
|
|
|
|
|
|
Net loss per common share:
|
|
|
|
|
|
Basic
and diluted
|
|
$(0.02)
|
|
|
(0.00)
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
Basic
and diluted
|
|
230,204,655
|
4,591,184,190
|
(j)
|
4,821,388,845
|
|
|
|
Pro Forma
|
|
Pro Forma
|
|
Charlie's Chalk Dust
|
True Drinks
|
Adjustments
|
Note 3
|
Combined
|
|
|
|
|
|
|
Revenue:
|
$6,647,545
|
$28,014
|
$-
|
|
$6,675,559
|
Cost
of revenue
|
2,750,274
|
14,145
|
-
|
|
2,764,419
|
Gross profit
|
3,897,271
|
13,869
|
-
|
|
3,911,140
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
Selling
and marketing
|
767,042
|
20,692
|
-
|
|
787,734
|
General
and administrative
|
615,572
|
217,543
|
282,082
|
(h)
|
1,115,197
|
Product
development
|
39,542
|
-
|
-
|
|
39,542
|
|
1,422,156
|
238,235
|
282,082
|
|
1,942,473
|
Operating income (loss)
|
2,475,115
|
(224,366)
|
(282,082)
|
|
1,968,667
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
Change
in fair value of derivative liabilities
|
-
|
(975,430)
|
975,430
|
(g)
|
-
|
Interest
expense
|
-
|
(192,932)
|
192,932
|
(g)
|
-
|
Other
income
|
90
|
353,972
|
-
|
|
354,062
|
Total
other income (expense)
|
90
|
(814,390)
|
1,168,362
|
|
354,062
|
Income
(loss) before provision for income taxes
|
2,475,205
|
(1,038,756)
|
886,280
|
|
2,322,729
|
Provision
for income taxes
|
-
|
-
|
(742,562)
|
(i)
|
(742,562)
|
Net
income (loss)
|
2,475,205
|
(1,038,756)
|
143,719
|
|
1,580,168
|
Dividends
on preferred stock
|
-
|
(64,279)
|
64,279
|
(g)
|
(412,500)
|
|
|
|
(412,500)
|
(k)
|
|
Net
income (loss) attributable to common shareholders
|
$2,475,205
|
$(1,103,035)
|
$(204,503)
|
|
$1,167,668
|
|
|
|
|
|
|
Net loss per common share:
|
|
|
|
|
|
Basic
and diluted
|
|
$(0.00)
|
|
|
0.00
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
Basic
and diluted
|
|
486,287,708
|
4,591,184,190
|
(j)
|
5,077,471,898
|
Cash
and cash equivalents
|
$401
|
Accounts
receivable
|
1,173
|
Inventory,
net
|
25,657
|
Accounts
payable and accrued expenses and other liabilities
|
(710,615)
|
Debt
- short term
|
(3,394,497)
|
Net
liabilities acquired
|
$(4,077,881)
|
|
Common
|
Additional
|
|
Stock
|
Paid in Capital
|
|
|
|
Issuance
of 3,718,958,705 shares
|
$3,718,959
|
$(3,718,959)
|
Adjustment
due to reverse merger
|
1,358,512
|
(1,358,512)
|
|
$5,077,471
|
$(5,077,471)
|
Preferred
stock, $.001 par value
|
$(1,425)
|
Common
stock, $.001 par value
|
(511,230)
|
Additional
paid-in-capital
|
(50,145,370)
|
Accumulated
deficit
|
53,159,404
|
Write-down/(write-up)
of assets:
|
|
Goodwill
|
1,576,502
|
Net
liabilities acquired
|
$4,077,881
|
|
|
Shares
|
Shares
Issuable for Niagara Settlement
|
348,367,950
|
|
Settlement
Shares (RS)
|
|
104,548,760
|
Sub-total
|
|
452,916,710
|
Convertible
Debt
|
|
|
Convertible
Debt (Trade Debt)
|
$710,615
|
229,762,800
|
Convertible
Debt (Investment Debt)
|
2,737,627
|
403,443,450
|
Convertible
Debt (Investment Debt)
|
656,870
|
437,535,224
|
Sub-total
|
4,105,112
|
1,070,741,474
|
|
$4,105,112
|
1,523,658,184
|
|
Common
|
Preferred A
|
Preferred B
|
Warrants
|
Total
|
CCD
Founders
|
133,988,842
|
-
|
13,264,895,330
|
-
|
13,398,884,172
|
CCD
Employees
|
7,052,044
|
-
|
698,152,386
|
-
|
705,204,430
|
New
investors
|
1,325,784,329
|
3,977,352,986
|
-
|
2,651,568,657
|
7,954,705,972
|
Direct
investors
|
225,665,418
|
676,996,253
|
|
451,330,835
|
1,353,992,506
|
Placement
agent
|
-
|
-
|
-
|
930,869,848
|
930,869,848
|
True
Drinks
|
2,482,319,594
|
-
|
-
|
-
|
2,482,319,594
|
Red
Tech (Newco)
|
902,661,671
|
-
|
-
|
-
|
902,661,671
|
|
5,077,471,898
|
4,654,349,239
|
13,963,047,716
|
4,033,769,340
|
27,728,638,193
|
Dr
– Additional paid in capital
|
$7,762,704
|
Cr
– Warrant liability
|
7,762,704
|