Cannabis Science Inc
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
Recent advances in science have opened the door to develop, produce, and commercialize, a variety of effective whole plant cannabinoid based pharmaceutical products with a wide variety of important applications.
Although cannabis has been used medicinally for thousands of years, until very recently little was known about how it actually worked. Some uses of cannabis are well known, such as alleviating nausea and stimulating the appetite for people with AIDS and cancer.
Other well-known uses include chronic pain, and reducing muscle spasms associated with neuromuscular disorders like MS and spinal cord injuries. Some current uses are poorly understood, such as its effectiveness in alleviating certain autoimmune disorders such a Crohn's Disease.
The mainstream pharmaceutical industry is capital-intensive and constrained by high regulatory hurdles, making the profitability of any particular product a long-term prospect. Cannabis Science™ is different in three key respects:
The Company will, at least in its first phase of existence, deal primarily in intellectual properties "patents on products and processes" leaving capital-intensive problems such as regulatory compliance, mass production and marketing to the "old guard" pharmaceutical companies who license our patents.
We will focus on a relatively new and under-explored niche in the pharmaceutical market: Whole-plant cannabinoid compounds derived from certified organic ingredients. The existing pharmaceutical industry is heavily geared, by inclination and in terms of infrastructure, toward the development and testing of synthetic compounds.
Cannabis Science™ has strong roots in, and an established relationship of trust with, the US and Canadian medical cannabis patient communities. In the course of product and process development, we'll do "well" by doing "good" - our products will receive baseline efficacy testing in that community. Since medical cannabis already inherently exceeds all reasonable standards of safety, potential licensees will approach the regulatory process with a reasonable expectation that the products and processes they license will easily exceed that process's safety and efficacy standards. Thus our products and processes will enjoy a significant advantage over previously untested synthetics.
Board of Directors
Dr. Robert J. Melamede, Ph.D. President & CEO
Dr. Melamede has a Ph.D. in Molecular Biology and Biochemistry from the City University of New York. He retired as Chairman of the Biology Department at University of Colorado, Colorado Springs in 2005, where he continues to teach. Dr. Melamede is recognized as a leading authority on the therapeutic uses of cannabis, and has authored or co-authored dozens of papers on a wide variety of scientific subjects. Dr. Melamede also serves on the Advisory Board of The Journal of the International Association for Cannabis as Medicine, and the Scientific Advisory Board Medical of the Marijuana Policy Advocacy Project, as well as the Scientific Advisory Board of Americans for Safe Access. He also served as a director of Newellink Inc, a Colorado-based company specializing in cancer research.
Richard Cowan Director, Chief Financial Officer
Mr. Cowan has a BA from Yale University in Economics and extensive experience in corporate finance. Prior to his commitment to cannabis activism, Cowan served on the boards of several publicly owned companies, and has extensive experience in corporate finance. Cowan is a former CEO of the National Organization for the Reform of Marijuana Laws, and for the last ten years has published MarijuanaNews.com.
Scientific Advisory Board
Dr. Arturo Morales
Dr. Morales is a graduate of the George Washington University and the University of Puerto Rico School of Medicine. He trained in Psychiatry at the internationally renowned Institute of Living and at the University of Connecticut School of Medicine. He completed a post-doctoral research fellowship at the University of Connecticut, and was the first psychiatrist in Connecticut to participate in a formal training program in the field of addictions. He had a diverse career, and is a recognized expert in several areas of psychiatry, including addiction psychiatry, post-traumatic disorders, psychopharmacology, and community psychiatry. From 1997-2000, he served as chairman of psychiatry at Hartford's St. Francis Hospital & Medical Center, a large teaching hospital affiliated with the University of Connecticut School of Medicine. He personally supervised all aspects of post-graduate training in addictions, and provided training in psychiatry to all residents of all specialties in various training programs offered by the hospital. He helped Hartford Behavioral Health become a model public mental health agency in Connecticut, and pioneered several innovative programs with children and adolescents in collaboration with the state of Connecticut and private sector providers. He received a public service award from the state of Connecticut in 2005 for his contributions to multiple state commissions and boards, including the 2000 Governor's Blue Ribbon Commission on Mental Health, the Advisory Board at The Whiting forensic Institute, and several regional mental health boards in Connecticut.
In 1998 he was the recipient of a Latino Mental Health Education Award. He was a faculty member in the departments of Psychiatry and Community Medicine of the University of Connecticut Medical School, and has lectured widely to professional audiences for twenty-five years. His lecture on Addictions and the Impaired Physician has been a required core curriculum lecture for all residents of all specialties training at University of Connecticut affiliated programs for several years. Dr. Morales was an editorial reviewer for the second edition of the American Society of Addiction Medicine Textbook of Addiction Medicine. Dr. Morales was the host of a Spanish language AM radio program on mental health issues for two years, and has been interviewed in a number of formats, including NPR. After a lifetime working in the field of addictions, Dr. Morales is convinced that the prohibition imposed on medical cannabis has no scientific foundation and the legal consequences of prohibition have inflicted more damage to individuals and to society than any ill-documented problems associated with actual cannabis use, and have compromised the integrity of free scientific enquiry and medical education. Since his retirement from his practice he has devoted himself to a number of public service causes. His early warnings about the undisclosed toxicity of antipsychotic medications and testimony helped the Connecticut Attorney General recovers tens of millions from pharmaceutical companies.
Dr. Mitch Earleywine
Dr. Earleywine is an Associate Professor of Psychology at the State University of New York (SUNY) at Albany. He has received numerous awards for his excellence in teaching and research. Dr. Earleywine has extensive experience in the areas of drug and alcohol abuse, and has published 89 peer reviewed scientific articles, many of which examine marijuana use. Additionally, Dr. Earleywine has authored 5 books including "The Parents Guide to Marijuana." He has professional affiliations with the Association for the Advancement of Behavior Therapy, the Research Society on Alcoholism Member; Dr. Earleywine is on the Advisory Board of the National Organization for the Reform of Marijuana Law (NORML) and is on the Executive Board of the Marijuana Policy Project (MPP).
Dr. Ritchard L. Fishman
Dr. Fishman established his practice in 1961, and since then has been seeing patients of all ages for Diabetes, Hypertension, Weight Loss, Arthritis, Pain Management and many other medical problems. Dr. Fishman is widely recognized as a leader in the research in these fields. Since 1998, Dr. Fishman has been involved in clinical trials for medications, treatments, devices and vaccines for major pharmaceutical companies seeking FDA approval. Dr. Fishman is also a Chairman of the New Life Diabetes Center's Medical Review Board and is responsible for reviewing all medical operations supervised by this Center. Dr. Fishman graduated Ohio State University in 1953 where he earned a Bachelor of Science degree with a Major in Biology. He also received his Medical Doctor degree from Ohio State University in 1957. Dr. Fishman has professional affiliations with the Downey Community Hospital, Whittier Presbyterian Hospital, and Whittier Hospital. Also, he has been a guest lecturer with the Western University School of Osteopathic Medicine and Senior Medical advisor for New Life Diabetic Centers in California and Nevada.
Dr. Ben Johnson
Dr. Ben Johnson is a complementary and alternative medicine physician. After earning a degree in Osteopathy from the University of Health Sciences in Kansas City, he has since earned an M.D. degree and an N.M.D as well. He resigned as a founder and director of the Immune Recovery Clinic in Atlanta, Georgia after working there for several years to devote full time to The Healing Codes (A stress healing program that he uses to cure himself of Lou Gehbrig's disease). In addition, Dr. Johnson served in the armed forces during Vietnam and was a flight surgeon in the army reserve for many years. He was a Senior Aviation Medical Examiner for the FAA for 12 years.
Currently, Dr. Johnson is owner of Dr. Ben Johnson Services, LLC, a business that promotes products for natural health care. He consults regularly with patients and health care professionals across the world, and his expertise is centered in the field of complimentary oncology.
Dr. Alan Shackleford
Dr. Alan Shackleford, a Denver physician, is a graduate of University of Heidelburg School of Medicine. He has an extensive background in clinical medicine, nutrition support, metabolism analysis, micro vascular surgical techniques and stress management techniques in the treatment of obesity and performance anxiety. Aside from his clinical work, he was also an instructor in German and in genetics at the University of Maryland, and he was also a lecturer at Harvard medical school in clinical training for behavioral medicine.
Dr. William L. Courtney
Dr. William Courtney, in addition to holding a B.S. in Microbiology and M.D. degree, has a Post Doctorate in Forensic Examination and Forensic Medicine. He is a member of the International Cannabinoid Research Society, the International Association of Cannabis as Medicine, and the Society of Clinical Cannabis. Dr. Courtney teaches Continuing Medical Education (CME) courses in clinical cannabis, and a Survey Course on Endogenous Cannabinoid System, and hosted the Second International CB2 Conference in California.
Policy Advisory Board
Robert Raich Esq
Robert A. Raich practices law in Oakland, California, and is a graduate of Harvard University and the University of Texas School of Law. He is one of the most respected attorneys in the area of medical marijuana. He is General Counsel of the Oakland Cannabis Buyers' Cooperative, and was one of the attorneys in the U.S. Supreme Court case, United States v. Oakland Cannabis Buyers' Coop. and another federal medical cannabis case. He is a member of the California Attorney General's Medical Marijuana Task Force (Chairman, Caregiver Issues Subcommittee).
Sean T. McAllister Esq
Sean T. McAllister is public interest attorney with offices in Denver and Summit County. Sean has been involved with drug policy reform efforts for over a decade. Sean serves as the Chair of the Board of Directors of Sensible Colorado. Sean is a lifetime member of the NORML Legal Committee. He is a member and Board member of the Colorado Criminal Defense Bar. He helped start the Colorado Bar Association Criminal Sentencing Project in 2005 to focus on criminal justice and drug policy reform. Recently, Sean was appointed to the Governor's Drug Policy Task Force, which is working on reducing drug-sentencing laws to save the state money while maintaining public safety. Along with Brian Vicente, Sean recently founded the Canna-Business Institute designed to educate dispensary owners and caregivers on how to legally operate medical marijuana businesses in Colorado.
Warren Edson Esq
Warren Edson is an experienced criminal defense lawyer in Colorado having taken part in over 1,000 trials. He is also one of the organizers of Colorado's Medical Marijuana Law, Amendment 20, and is a Lifetime Member, NORML Legal Committee, and is a member, Colorado Criminal Defense Bar, and the National Association of Criminal Defense Lawyers, and is a Board Member, Colorado NORML.
Robert J. Corry, Jr. Esq
Robert J. Corry, Jr. is a Denver-based civil rights and criminal defense attorney, specializing in medical marijuana, who has successfully litigated several high profile cases around the country. He is admitted to the bars of Colorado, California, and Washington, D.C., federal courts in these jurisdictions, as well as the U.S. Supreme Court. Mr. Corry earned his law degree from Stanford University.
Brian Vicente, Esq
Brian Vicente, Esq., a Denver defense attorney who serves as executive director of Sensible Colorado, the states leading non-profit working for medical marijuana patients and caregivers. He is also the chairman of the Denver Mayor's Marijuana Policy Review Panel and coordinates the Colorado Bar Association's Drug Policy Project. He was awarded the prestigious Gideon award for his free speech advocacy during the 2008 Democratic National Convention.
Our product, broadly described, is medical cannabis - a term which encom
passes a wide variety of products, ranging from plants grown by patients for their own use to pharmaceutical products developed from one or more of the cannabinoid compounds found in the whole cannabis plant.
Cannabinoids are a group of terpenophenolic compounds present in Cannabis (Cannabis sativa L). Currently, 538 natural compounds were identified from this plant. 43 of these 108 are identified as cannabinoids, which are C21 compounds uniquely present in Cannabis sativa L. There are ten main types of cannabinoids and fourteen different cannabinoid subtypes. Tetrahydrocannabinol (THC) is the principal psychoactive ingredient in cannabis, but it also has other effects. Cannabidiol (CBD) and cannabinol (CBN) are the other two most prevalent natural cannabinoids and have received the most study. All three are listed as ingredients in Sativex®, the only multi-cannabinoid medicine currently approved for marketing (only in Canada.)
Cannabinoids were first discovered in the 1940s, when CBD and CBN were identified. THC was not identified until 1964, but by that time cannabis had been removed from the pharmacopeiae of most countries, making further research on the plant difficult.
There are three general types of cannabinoids:
1Phytocannabinoids occur uniquely in the cannabis plant.
2Endogenous cannabinoids are produced in the bodies of humans and other animals.
3Synthetic cannabinoids are similar compounds produced in a laboratory. Forms of synthetic THC are available by prescription in a number of countries, including the US. In the US, synthetic THC is marketed as Marinol®.
Phytocannabinoids, also called natural cannabinoids, herbal cannabinoids, and classical cannabinoids, are only known to occur naturally in significant quantity in the cannabis plant. They are concentrated in a viscous resin that is produced in glandular structures known as trichomes, and are most prevalent in the flowers of the female plants.
Cannabinoid receptors in the human body were not discovered until 1990. CB1 receptors are found primarily in the brain, specifically in the basal ganglia and in the limbic system, including the hippocampus. They are also found in the cerebellum and in both male and female reproductive systems.
CB1 receptors appear to be responsible for the euphoric and anti-convulsive effects of cannabis.
Cannabis Science Inc.
Trading Symbol: CBIS
Securities Transfer Corporation
2591 Dallas Parkway
Frisco, Texas 75034
Telephone: (469) 633-0101 ext. 113
Fax: (469) 633-0088
Common Class B
Common Class A
Common, Class B
29,744,774 a/o Dec 32, 2009
101,170,574 a/o Dec 31, 2010
305,820,574 a/o Dec, 31 2011
602,170,573 a/o May 21, 2012
691,770,573 a/o Aug 13, 2012
699,290,000 a/o Nov 8, 2012
714,540,573 a/o Nov 19, 2012
704,290,573 a/o Dec/17/2012
Common, Class A
Proposed Dividend / Share Structure
New Share Structure
On December 20, 2010, our Board of Directors approved an amendment to the Articles of Incorporation to effect a recapitalization of the Company by establishing two classes of common stock, Class A and Class B and to issue a dividend to holders of our current common stock so they received 1 share of the new Class A common stock and 1 non-transferable share purchase warrant for each 10 shares of the former Class B common stock that they previously owned as of the current record date, December 31, 2010. Each whole share purchase warrant will be exercisable into one share of Class A common stock at a price of $1.00 per share. The share purchase warrants expire 90-days from the date Class A common stock commences trading under its own unique symbol. The Company is working diligently with the SEC and FINRA to obtain final approvals before any of the proposed changes can take effect.
DEF 14C Filed to give Dividend and Create New Share Class
* Dividend will go to shareholders as of Dec 31, 2010
* Shareholders will receive 1 share of Class A stock (the new ticker) for every 10 shares of the current stock
* Shareholders will receive 1 purchase warrant for every 10 shares of the current stock. The warrants can be used to purchase Class A stock at $1 for 90 days.
Dividends (April 23, 2013)-10-K
The Company declared a dividend to all common stockholders of record as of December 31, 2010, whom are to receive a dividend equivalent to ten percent (10%) of the number of common shares of the Company's stock held on that date in the form of newly issued Series A common shares. For example, if a stockholder held 100,000 common shares on December 31, 2010, that stockholder would receive a dividend of 10,000 Series A common shares. This dividend is on hold and will remain pending until such time as FINRA approves the Company's Series A common stock for trading, it obtains a CUSIP registration number, it receives sponsorship from a brokerage firm, and the shares become tradable through the OTCBB market. TheCompany retains the right to adjust the shareholder record date should any factor make it impossible for the Company to issue the dividend to shareholders of record on December 31, 2010, including, but not limited to: approval of the Series A common stock and dividend by FINRA, a detailed December 31, 2010 common stockholder lists is available, or other unforeseen obstacles that would prevent the current dividend structure from completing. The Company will not make any share accrual or allowance for this dividend until such time as all regulatory approvals are in place for the Series A common stock to be issued and become a marketable security.
The Company does not anticipate paying cash dividends
or making distributions in the foreseeable future.
We currently intend to retain and reinvest future earnings, if any, to finance and expand our operations.
We incurred a net loss of $86,574,241 since January 27, 2005 (date of inception) to December 31, 2012.
Our net loss increased, from $8,339,044 for the fiscal year ended December 31, 2011 to $16,037,572 at the fiscal year ended
December 31, 2012, an increase of $7,698,528. For the fiscal year ended December 31, 2012, our net loss per share was $0.03,
compared to a net loss per share of $0.05 per share for the fiscal year ended December 31, 2011.
The Company is authorized to issue 850,000,000 shares of common stock with a par value of $.001 per share. These shares
have full voting rights. There were 663,790,573 issued and outstanding as of December 31, 2012.
The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $.001 per share.
These shares have 10 votes per share. There were 0 issued and outstanding as of December 31, 2012.
The Company is also authorized to issue 1,000,000 shares of preferred stock. These shares have full voting rights of 1,000
votes per share. On December 20, 2012 the former CFO of the Company, Richard Cowan, resigned and notified the Company
of his forfeiture of 333,333 series A preferred shares for return into treasury of the Company. There were 666,666 issued and
outstanding series A preferred shares as of December 31, 2012 as a result of this forfeiture.
On February 9, 2012, the Company established a 2012 Equity Compensation Plan that authorizes the Company to issue up to
50,000,000 common shares to staff or consultants for services to or on behalf of the Company. The Company filed a
Registration Statement Form S-8 with the U.S. Securities
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework at December 31, 2012. Based on its evaluation, our management concluded that, as of December 31, 2012, our
internal control over financial reporting was not effective because of limited staff and a need for a full-time chief financial
officer. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.