10-K/A: Indoor Harvest Corp. Files Amended 10-K, Reports on Restructuring and Strategic Shift
Annual Results
Indoor Harvest Corp. has filed an amended annual report on Form 10-K, detailing its financial results for 2023 and outlining its strategic shift towards becoming a consolidation platform for plant-based industry companies.
Summary
- Indoor Harvest Corp. filed an amendment to its annual report on Form 10-K for the year ended December 31, 2023.
- The amendment includes updated financial statements, required certifications, and XBRL files.
- The company is repositioning itself as an integrated consolidation platform for plant-based industry companies, focusing on hemp, CBD, and related products.
- The company reported no revenue for both 2023 and 2022.
- Operating expenses decreased by 42% from $3,370,813 in 2022 to $1,967,414 in 2023, primarily due to a reduction in general and administrative expenses.
- The net loss for 2023 was $3,261,618, a slight improvement from the $3,363,597 loss in 2022.
- The company's cash balance decreased to $0 as of December 31, 2023, from $226,231 in 2022.
- The company had a working capital deficiency of $1,289,667 as of December 31, 2023.
- The company issued 412,513,972 shares of common stock in 2023 through private placements, raising $1,212,911.
- The company has 3,105,704,056 shares of common stock issued and outstanding as of December 31, 2023.
Sentiment
Score: 3
Explanation: The document highlights significant financial challenges, including no revenue, a depleted cash balance, and a working capital deficiency. While there are some positive aspects, such as cost management and a strategic shift, the overall financial situation and internal control weaknesses raise concerns.
Positives
- The company is actively restructuring and repositioning itself for future growth.
- Operating expenses have decreased significantly, indicating cost management efforts.
- The net loss has slightly decreased year-over-year.
- The company has secured funding through private placements, raising $1,212,911 in 2023.
Negatives
- The company has reported no revenue for the past two years.
- The company's cash balance has decreased to $0.
- The company has a significant working capital deficiency of $1,289,667.
- The company has incurred substantial losses and has an accumulated deficit.
- The company's internal controls over financial reporting were deemed ineffective as of December 31, 2023.
Risks
- The company's ability to continue as a going concern is dependent on raising additional capital and executing its business plan.
- The company faces risks related to the regulatory environment surrounding cannabis and hemp.
- The company's internal controls over financial reporting are not effective, which could lead to misstatements in financial reports.
- The company has a limited number of employees, which could impact its ability to execute its business strategy.
- The company's assets could be subject to forfeiture due to federal laws regarding cannabis.
Future Outlook
The company plans to focus on M&A and strategic partnerships to create shareholder value, while managing costs related to being a fully reporting company. The company will be working on branding and continuing to build its team in 2024, once it has its new plans funded.
Management Comments
- The company believes it is positioned to start executing its business strategy and leveraging the public company to create shareholder value.
- The recent long-term commitments of the new management team coupled with a robust business network to support our business initiatives have laid the foundation for the future.
- The current business strategy is to position the Company as an integrated consolidation platform for opportunities based on the managements relationships and experience.
Industry Context
The company's shift towards plant-based industries aligns with the growing market for hemp, CBD, and related products. The company is positioning itself to compete with other plant-based and hemp-related science and consumer product companies trading on the OTC Markets.
Comparison to Industry Standards
- The company's lack of revenue for two consecutive years is a significant deviation from industry standards for operating companies.
- The company's negative working capital and cash balance are concerning and indicate a need for immediate capital infusion.
- The company's strategic shift towards M&A is a common approach for companies in emerging industries, but success depends on effective execution.
- The company's reliance on private placements for funding is typical for small companies on the OTC markets, but it can be dilutive to existing shareholders.
- The company's internal control weaknesses are a concern and need to be addressed to ensure accurate financial reporting.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Thomas Cook (interim) | Leslie Bocskor | 2020-05-11 | Change of officers |
| Chief Financial Officer | Thomas Cook (interim) | Leslie Bocskor | 2020-05-11 | Change of officers |
Legal Proceedings
- The Company may be subject to one or more claims or suits but to our best and current knowledge, there are no current suits at this time.
Related Party Transactions
- The company recorded an impairment loss of $624,289 to impair the prepayment of $145,000 for acquisition of Electrum Partners LLC; of $429,289 deposit on acquisition of Hemp 369; and of $50,000 deposit on acquisition of MetaBioGenix.
- The company paid professional fees of $1,566,940 and $1,567,352 in 2023 and 2022 respectively.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial challenges and potential dilution from future capital raises.
- Employees are impacted by the company's restructuring and limited resources.
- Customers and suppliers are affected by the company's strategic shift and potential changes in operations.
- Creditors face increased risk due to the company's negative working capital and potential inability to meet obligations.
Next Steps
- The company will be working on branding and continuing to build its team in 2024, once it has its new plans funded.
- The company plans to focus on M&A and strategic partnerships to create shareholder value.
- The company will continue to seek funding from other capital sources.
Key Dates
| Date | Description |
|---|---|
| 2011-11-23 | Indoor Harvest Corp. was formed as a Texas corporation. |
| 2017-08-03 | Alamo Acquisition, LLC, a wholly-owned subsidiary, was formed. |
| 2017-08-04 | The company ceased actively supporting business development of vertical farms for produce production and consummated the acquisition of Alamo CBD, LLC. |
| 2019-08-14 | The company established a wholly-owned subsidiary, IHC Consulting, Inc. |
| 2020-05-11 | Leslie Bocskor was appointed CEO. |
| 2021-08-04 | Employment agreements were formalized with Leslie Bocskor and Benjamin Rote. |
| 2021-11-08 | The company finalized a supplemental agreement with Series A Preferred shareholders to convert their holdings into common shares. |
| 2022-02-14 | The company announced a non-binding letter of intent with Electrum Partners, LLC. |
| 2022-02-16 | The company initiated a private placement offering. |
| 2022-03-16 | The company initiated a private placement offering. |
| 2022-05-12 | The issuance price of the private placement was updated to $0.005 per share. |
| 2022-08-01 | The company initiated a private placement offering. |
| 2022-08-12 | The number of shares in the private placement was updated. |
| 2022-11-09 | The number of shares in the private placement was updated. |
| 2023-03-01 | The company announced an Asset Purchase agreement to acquire certain business assets from EP. |
| 2023-04-12 | The company's board of directors approved to issue a convertible note of $312,500. |
| 2024-02-27 | The company entered into an advisory agreement with Pacific Capital Markets LLC. |
| 2024-06-19 | The company entered into an agreement with an advisor. |
| 2024-07-12 | The amended annual report on Form 10-K/A was filed. |
Keywords
plant-based industry, hemp, CBD, consolidation platform, M&A, financial statements, private placement, working capital, internal controls, cannabis
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