Healthtech Solutions, Inc./UT (Form: 8-K, Received: 05/12/2021 06:05:05)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021

______________

HEALTHTECH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

______________

Utah	0-51012	84-2528660
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

90 Broad Street, 16th Floor, New York, New York 10004

(Address of Principal Executive Office) (Zip Code)

844-926-3399

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 2.01

COMPLETION OF ACQUISITION OF ASSETS

On May 7, 2021 HLTT Acquisition Corp., a special purpose vehicle wholly-owned by Healthtech Solutions, Inc., merged into Healthtech Oncology, Inc., which owns 98.83% of the outstanding capital stock of Varian Biopharmaceuticals, Inc. ("Varian"), pursuant to the terms of an Agreement and Plan of Merger dated March 30, 2021. As a result, Healthtech Oncology became a wholly-owned subsidiary of Healthtech Solutions, and Varian became a 98.83%-owned subsidiary of Healthtech Solutions. In exchange for their ownership of Healthtech Oncology, the eight shareholders of Healthtech Oncology (the "HOI Shareholders") received an aggregate of 29,649.324 shares of Series C Preferred Stock issued by Healthtech Solutions. When the Agreement and Plan of Merger was executed, none of the HOI Shareholders had a material relationship with Healthtech Solutions. At the time of the closing, Keystone Capital Partners, which held a 28% derivative interest in Varian, was also the owner of 43,946 shares of Series A Preferred Stock issued by Healthtech Solutions. The Series A shares are owned of record by a voting trustee that is not an affiliate of Keystone Capital Partners or of Healthtech Solutions or of any shareholder of Healthtech Solutions.

The Series C Preferred Stock will give to the HOI Shareholders 4.9% of the voting power in Healthtech Solutions and a 4.9% liquidation preference. The HOI Shareholders will also be entitled to exchange their Series C Shares for common stock of Healthtech Oncology. The percentage ownership of Healthtech Oncology that the HOI Shareholders will obtain if they exchange their Series C Shares will depend on the amount of cash loaned by Healthtech Solutions to Healthtech Oncology: ranging from 85% ownership, if Healthtech Solutions loans $10 million to Healthtech Oncology, to 100% if Healthtech Solutions makes no loans to Healthtech Oncology. As of May 7, 2021 Healthtech Solutions had loaned $1 million to Healthtech Oncology. The HOI Shareholders may exchange their shares after April 1, 2023 or earlier if Healthtech Solutions makes a distribution of Healthtech Oncology shares to the shareholders of Healthtech Solutions.

Healthtech Oncology is a holding company with a single asset: its ownership interest in Varian. Varian is a precision oncology company engaged in developing therapeutics for the treatment of cancer.

ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

On May 6, 2021 Healthtech Solutions sold 8,962,500 shares of its common stock to 30 accredited investors for an aggregate cash purchase price of $1,792,500 (i.e. $.20 per share). The transaction was exempt from registration pursuant to SEC Rule 506(b), as the offering was made to sophisticated investors who were purchasing for their own accounts, and with whom management of Healthtech Solutions had prior substantial relationships.

On May 6, 2021 Healthtech Solutions issued 4,018,575 shares of its common stock to five accredited investors. The investors paid for the stock by surrendering 7% Convertible Debentures previously issued by Healthtech Solutions (the "Debentures"). The aggregate principal amount of, and interest accrued on, the Debentures was $803,714.90 (i.e. $.20 per share of common stock issued in the exchange). The transaction was exempt from registration pursuant to SEC Rule 506(b), as the offering was made to sophisticated investors who were purchasing for their own accounts, and with whom management of Healthtech Solutions had prior substantial relationships.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

Financial Statements of Varian Biopharmaceuticals, Inc. for the year ended December 31, 2020 and the period from inception (July 1, 2019) to December 31, 2019 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Pro forma financial statements - to be filed by amendment.

Exhibits

3.1	Articles of Amendment to Articles of Incorporation filed on March 31, 2021
10.1	Agreement and Plan of Merger and Reorganization by and among Healthtech Solutions, Inc., HLTT Acquisition Corp., Healthtech Oncology, Inc. and Varian Biopharmaceuticals, Inc. - previously filed as an exhibit to Current Report on Form 8-K filed on April 1, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Healthtech Solutions, Inc.

Date: May 11, 2021

By:

/s/ Manuel E. Iglesias

Manuel E. Iglesias, President

State of Utah

DEPARTMENT OF COMMERCE

Division of Corporations & Commercial Code

Articles of Amendment to Articles of Incorporation (Profit)

Entity Number: 913097-0142

Non-Refundable Processing Fee: $37.00

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

The name of the corporation is: Healthtech Solutions, Inc.

The date the following amendment was adopted: March 26, 2021.

If changing the corporation name, the new name of the corporation is:

The text of each amendment adopted (include attachment if additional space needed):

(See attachment)

If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

Indicate the manner in which the amendment(s) was adopted (mark only one):

x Adopted by Incorporators or Board of Directors - Shareholder action not required.

□ Adopted by Shareholders - Number of votes cast for amendment was sufficient for approval.

Delayed effective date (if not to be effective upon filing) (MM-DD-YYYY not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By: /s/ Robert Brantl

Title: Secretary

Date: March 31, 2021

. Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.

Entity Number: 913097-0142

Corporation: HYB Holding Corp.

ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION (PROFIT)

Item 4 of the Articles of Incorporation to Articles of Incorporation (Profit) is amended as follows:

ARTICLE IV - AUTHORIZED SHARES

The aggregate number of shares the Corporation shall have authority to issue is Two Hundred Two Million (202,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of Common Stock, par value of $0.001 per share, One Hundred Fifty Six Thousand, Eight Hundred Thirty-Seven (156,837) shares of Series A Preferred Stock, One Million Five Hundred Thousand (1,500,000) shares of Series B Preferred Stock, Thirty Thousand (30,000) shares of Series C Preferred Stock, and Three Hundred Thirteen Thousand, One Hundred Sixty-Three (313,163) shares of Preferred Stock, par value $0.001 per share.

Series A Preferred Stock

The Series A Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holder of each share of the Series A Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of One Cent ($0.01) per share, after which the Holders of Series A Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series A Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series A Preferred Stock would be converted on the record date for the distribution.

2. Voting. Each share of Series A Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder's shares of Series A Preferred Stock are convertible on the record date for the stockholder action.

3. Conversion.

Conversion. Any shares of Series A Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a "Conversion"). The number of shares of Common Stock to which a holder of Series A Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series A Preferred Stock being converted by two thousand (2,000) (the “Adjustment Number”).

Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series A Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, in any such event the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change.

Conversion Notice. The Holder of a share of Series A Preferred Stock may exercise its right to conversion by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder’s Series A Preferred Stock, the Holder shall surrender the certificate for the Series A Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

F. Issuance of Certificates; Time Conversion Effected.

Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series A Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with The Depository Trust Corporation. The "Conversion Date" shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series A Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

4. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series A Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

Series B Preferred Stock

The Series B Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Dividends. The holders of the Series B Preferred Stock shall be entitled to any dividend that is payable to the holders of the Corporation’s Common Stock. The holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series B Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.

Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1

Liquidation Payment Amount for Holders of Series B Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before any payment shall be made to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price (the amount payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”). The “Series B Original Issue Price” shall mean $50.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.2 Deemed Liquidation Events.

2.2.1

Definition. Each of the following events shall be considered a “Deemed Liquidation Event”:

(a) a merger, consolidation or share exchange in which:

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation is a constituent party

And, in either case, the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.2.2 Effecting a Deemed Liquidation Event.

(a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.2.1(a)(i) unless the agreement or plan of merger, consolidation or share exchange for such transaction (the “Merger Agreement”) provides that the consideration payable to the shareholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 2.1.

(b) In the event of a Deemed Liquidation Event referred to in Subsection 2.2.1(a)(ii) or 2.2.1(b), if the Corporation does not effect a dissolution of the Corporation under the URBCA within 90 days after such Deemed Liquidation Event, then the Corporation shall send a written notice to each holder of Series B Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of the redemption of such shares of Series B Preferred Stock, and, if the Board so determines, the Corporation may use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its shareholders, all to the extent permitted by Utah law governing distributions to shareholders (the “Available Proceeds”), on the 150th day after such Deemed Liquidation Event (the “Redemption Date”), to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series B Liquidation Amount (the “Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds and shall redeem the remaining shares as soon as it may lawfully do so under Utah law governing distributions to shareholders. Prior to the distribution or redemption provided for in this Subsection 2.2.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Each holder of Series B Preferred Stock shall surrender the certificate or certificates representing such shares to the Corporation at the principal office of the Corporation, or at such other place as may be designated by the Corporation, on or before the Redemption Date, and thereupon, on the Redemption Date, the Corporation shall pay the Redemption Price for such shares in immediately available funds, by wire transfer to an account designated by such holder or by certified or bank check payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. Each stock certificate surrendered for redemption shall be canceled and retired. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series B Preferred Stock of the Corporation (except the right to receive the Redemption Price on surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. Shares of Series B Preferred Stock that are subject to redemption but that have not been redeemed and the Redemption Price paid due to insufficient legally available funds shall continue to be entitled to the conversion and other rights, preferences, privileges and restrictions of such Series B Preferred Stock until such shares have been redeemed and the Redemption Price has been paid.

2.2.3

Notice of Liquidating Event. Written notice of any Deemed Liquidating Event stating, as applicable, a payment date or Redemption Date, the place where such payment or redemption shall be made, the amount of each payment in liquidation or the Redemption Price and calling on such holder to surrender to the Corporation, in the manner and at the place designated, its certificate or certificates representing its shares of Series B Preferred Stock, shall be given not less than 10 days before the payment date or Redemption Date stated therein, to each holder of record of Series B Preferred Stock at such holder’s address as shown in the records of the Corporation; provided, that, to the extent permitted hereunder, any holder of Series B Preferred Stock may convert its shares of Series B Preferred Stock to Common Stock during such period at any time before the close of business on the last full day preceding the payment date or Redemption Date stated in such notice.

2.2.4

Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the fair market value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The fair market value of such property, rights or securities shall be determined in good faith by the Board.

Voting.

3.1

General. Notwithstanding anything to the contrary herein or in the Articles of Incorporation of the Company, except as provided below or otherwise expressly required by applicable law, the holders of Series B Preferred Stock shall not be entitled to vote. At any time when shares of Series B Preferred Stock are required to vote, the written consent or affirmative vote of the holders of at least 50% of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, shall be binding on all Series B Preferred Stockholders. The holders of Series B Preferred Stock shall be entitled to vote on any proposed amendment to the Company’s Articles of Incorporation if such amendment would:

3.1.1 Effect an exchange or reclassification of all or part of the Series B Preferred Stock into shares of another class;

3.1.2 Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class of the Company into shares of Series B Preferred Stock;

3.1.3 Adversely change the rights, preferences, or limitations of all or part of the shares of Series B Preferred Stock;

3.1.4 Change the shares of all or part of the Series B Preferred Stock into a different number of shares of Series B Preferred Stock;

3.1.5 Create a new class of shares having rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;

3.1.6 Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;

3.1.7 Limit or deny any existing preemptive right of all or part of the shares of the Series B Preferred Stock; or

3.1.8 Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the Series B Preferred Stock.

4. Conversion.

The holders of the Series B Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

4.1

Right to Convert.

4.1.1

Conversion Ratio. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $50.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

4.1.1.1

Except in the circumstances described in Section 4.1.1.2 below, “Fair Market Value” shall mean, as of any date of determination, 80% of the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date.

4.1.1.2

In the event that the calculation of Fair Market Value pursuant to Section 4.1.1.1 would cause the Company to be in violation of any rule or policy of any national securities exchange or automated quotation system of a registered securities association that provides the primary platform for trading of the Common Stock (the "Primary Platform"), then "Fair Market Value" shall mean, as of any date of determination, the Permitted Percentage of the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the Permitted Trading Days immediately preceding such date. "Permitted Percentage" shall be the greater of 80% or the lowest percentage that complies with the rules and policies of the Primary Platform. "Permitted Trading Days" shall be the lesser of 20 or the highest number of days that complies with the rules and policies of the Primary Platform.

4.1.2

Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series B Preferred Stock.

4.1.3

Limitation on Conversion. Notwithstanding anything to the contrary contained herein, a holder’s right to exercise that holder’s Conversion Rights shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”), does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.

4.2

Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the number of shares issued to the nearest whole number. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

4.3

Mechanics of Conversion.

4.3.1

Notice of Conversion. In order for a holder of Series B Preferred Stock to voluntarily convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Series B Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series B Preferred Stock represented by the surrendered certificate that were not converted into Common Stock and (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion.

4.3.2

Reservation of Shares. The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation. Before taking any action that would cause an adjustment reducing the Series B Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series B Conversion Price.

4.3.3

Effect of Conversion. All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series B Preferred Stock accordingly.

4.3.4

No Further Adjustment. Upon any such conversion, no adjustment to the Series B Conversion Price shall be made for any declared but unpaid dividends on the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5

Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on behalf of the Corporation upon conversion of shares of Series B Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.4

Adjustments to Series B Preferred.

4.4.1

Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable on the conversion of Series B Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than as provided for in Subsection 4.4.2), then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable on such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately before such reorganization, reclassification, or change.

4.4.2

Sales, Reorganizations, Mergers or Consolidations. In case of any consolidation or merger of the Corporation with or into another entity, the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to another person or the sale, transfer or other disposition of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation (other than a consolidation, merger or sale treated as a Deemed Liquidating Event pursuant to Section 2 above), each share of Series B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property that a holder of the number of shares of Common Stock of the Corporation deliverable on conversion of Series B Preferred Stock would have been entitled on such consolidation, merger or sale; and in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of Section 4 herein with respect to the rights and interest thereafter of the holders of Series B Preferred Stock, to the end that the provisions set forth in Section 4 herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of Series D Preferred Stock.

4.4.3

Certificate of Adjustment. On the occurrence of each adjustment or readjustment of the Series B Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof and prepare and furnish to each holder of Series D Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts on which such adjustment or readjustment is based. The Corporation shall, on the written notice at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Series D Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received on the conversion of such holder’s shares.

Preemptive Rights. Holders of Series B Preferred Stock shall not have preemptive rights to acquire shares of stock or securities convertible into shares of stock issued by the corporation.

Waiver. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of more than 50% of the shares of Series B Preferred Stock then outstanding.

Notices. Any notice required or permitted by the provisions of this designation to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation or given by electronic communication in compliance with the provisions of the URBCA and shall be deemed sent upon such mailing or electronic transmission.

Series C Preferred Stock

The Series C Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the Holders of the outstanding shares of the Series C Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, an amount in cash equal to the Series C Liquidation Preference, to be allocated among the Holders of Series C Preferred Stock on a per share basis, after which the Holders of Series C Preferred Stock shall have no further participation in the distribution of net assets. The "Series C Liquidation Preference" shall equal the sum of (a) five percent (5%) of the net assets of the Corporation available for distribution, multiplied by (b) a fraction, the numerator of which is the number of outstanding shares of Series C Preferred Stock and the denominator of which is Thirty Thousand (30,000).

2. Voting.

Ordinary Course. Except as set forth in Sections 2(B) or 2(C) below, the holders of the Series C Preferred Stock shall be entitled to vote in the same manner and with the same effect as the holders of Common Stock, voting together with the holders of Common Stock as a single class. For this purpose, the holders of Series C Preferred Stock shall be given notice of any meeting of stockholders as to which the holders of Common Stock are given notice in accordance with the bylaws of the Corporation. As to any matter on which the holders of Series C Preferred Stock shall be entitled to vote, the holder of a single share of Series C Preferred Stock shall have voting rights equal to 0.000166666% of the total shares entitled to vote by the holders of all of the then outstanding shares of voting stock of the Corporation, such that, if there are thirty thousand (30,000) shares of Series C Preferred Stock outstanding, then the holders of those shares will have five percent (5%) of the voting power of the Corporation.

The consent of the holders of a majority of the outstanding shares of Series C Preferred Stock, if any, voting as a separate class, shall be required to authorize (by action of the shareholders) or designate (by action of the board of directors) any class or series of capital stock of the Corporation with voting rights that would diminish the voting power of the holders of the Series C Preferred Stock.

The consent of the holders of a majority of the outstanding shares of Series C Preferred Stock, if any, voting as a separate class, shall be required to authorize an Adverse Liquidation Event. An "Adverse Liquidation Event" shall be any Liquidation Event except a Liquidation Event that is preceded by an Exchange of the Series C Preferred Stock pursuant to Section 3 below. A "Liquidation Event" shall mean (a) any voluntary liquidation, dissolution or winding up of the Corporation or (b) any merger or statutory share exchange if following such merger or share exchange the holders of the Corporation's capital stock own less than a majority, by voting power, of the surviving or resulting corporation or its parent or (c) any sale or other transfer (including a pledge or other hypothecation) by the Corporation of any shares of capital stock of Varian Biopharmaceuticals, Inc., provided, however, that neither an Exchange pursuant to Section 3 below nor a distribution by the Corporation of up to four million five hundred thousand (4,500,000) shares of common stock of Varian Biopharmaceuticals, Inc., a Delaware corporation, to the shareholders of the Corporation shall be a Liquidation Event.

3. Exchange.

The outstanding shares of Series C Preferred Stock shall be exchangeable, in whole but not in part, for shares of the common stock of Varian Biopharmaceuticals, Inc., a Delaware corporation (the "Varian Shares") The Series C shares will be exchangeable at the option of the Corporation on any date after April 1, 2023 or any prior date on which occurs the closing of a Liquidation Event as defined in Section 2(C)(a) or 2(C)(b), but not as defined in Section 2(C)(c). Each share of Series C Preferred Stock will be exchangeable for one thousand (1,000) Varian Shares.

The Corporation will mail to each record holder of the Series C Preferred Stock written notice of its intention to exchange the Varian Shares for the Series C Preferred Stock no less than 10 nor more than 60 days prior to the date designated by the Corporation for the exchange (the “Exchange Date”). The notice shall specify the Exchange Date and the place or places where certificates for shares of the Series C Preferred Stock are to be surrendered for Varian Shares.

If the Corporation has complied with the provisions of this Section 3, then, notwithstanding that any certificates for shares of Series C Preferred Stock have not been surrendered for exchange, at the close of business on the Exchange Date the holders of the Series C Preferred Stock shall cease to be stockholders with respect to the Series C Preferred Stock and shall have no interest in or other claims against the Corporation by virtue thereof and shall have no voting or other rights with respect to the Series C Preferred Stock, except the right to receive the Varian Shares issuable upon such exchange upon surrender of their certificates, and the shares evidenced thereby shall no longer be deemed outstanding for any purpose.

The Varian Shares will be delivered by the Corporation to the persons entitled thereto upon surrender to the Corporation or its agent appointed for that purpose of the certificates for the shares of Series C Preferred Stock.

4. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series C Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

Undesignated Preferred Stock

The Board of Directors shall have authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the following relative rights and preferences of the shares of each series so established, including (i) the rate of dividend, (ii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iii) the amount payable upon the shares in the event of involuntary liquidation, (iv) the amount payable upon the shares in the event of voluntary liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Any stock of the Corporation which is fully paid shall not be subject to further call or assessment for any purpose.

* * * * *

Varian Biopharmaceuticals Inc.

Financial Statements

For Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

Varian Biopharmaceuticals, Inc.

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

INDEX

Report of Independent Registered Public Accountants	1-2
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Members’ Interests and Stockholders’ Deficit	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors and Management

Varian Biopharmaceuticals, Inc

Opinion on the financial statements

We audited the accompanying consolidated balance sheets of Varian Biopharmaceuticals, Inc. and subsidiary (“the Company”) as of December 31, 2020 and December 31, 2019 and the related consolidated statements of income and comprehensive income, stockholders’ deficit, and cash flows for and the year ended December 31, 2020 and the period from inception (July 1, 2019) to December 31, 2019 and the related notes (collectively referred to as “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the results of its income and cash flows for and the year ended December 31, 2020 and period from inception (July 1, 2019) to December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, as of December 31, 2020, the Company had recurring losses from operations and a stockholder’s deficit. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of 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 audit. 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 audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America (“US GAAS”). Those standards require 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 audit we are required to obtain 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matter (CAMs)

CAMs 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 are no CAMs.

We have served as the Company’s auditor since 2021.

/s/ Prager Metis CPA’s LLP

El Segundo, California

March 15, 2021

VARIAN BIOPHARMACEUTICALS, INC
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
	2020			2019

Cash and cash equivalents	$	2,038		$	—


Total Assets	$	2,038		$	—


Accounts payables	$	415,335		$	20,884
Loan payable		21,396			—
Accrued expenses		177,500			—

Total Liabilities		614,231			20,884

Members' equity		—			—
Common Stock 30,000,000 shares issued and outstanding, $0.0001 par value		3,000			600
Additional Paid in Capital		(600	)		(600	)
Accumulated deficit		(614,593	)		(20,884	)

Total stockholders' deficit		(612,193	)		(20,884	)

Total Liabilities and Stockholders' Deficit	$	2,038		$	—

The accompanying notes are an integral part of these consolidated financial statements

VARIAN BIOPHARMACEUTICALS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020 AND FROM INCEPTION (JULY 1 2019) TO DECEMBER 31, 2019

		2020			From Inception to December 31, 2019

Revenues	$	—		$	—

SG&A		(412,150	)		(20,884	)
R&D		(181,559	)		—

Operating Profit/ (loss)		(593,709	)		(20,884	)

Net loss	$	(593,709	)	$	(20,884	)

Basic Loss per share	$	(0.02	)	$	(0.00	)

Weighted average number of shares outstanding		30,000,000			6,000,000

The accompanying notes are an integral part of these consolidated financial statements

VARIAN BIOPHARMACEUTICALS, INC
CONSOLIDATED STATEMENTS OF MEMBERS' INTEREST AND STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2020 AND FROM INCEPTION (JULY 1 2019) TO DECEMBER 31, 2019

	Members Equity				Common Stock
	Units			Amount ($)	Shares		Amount ($)		Additional paid in Capital ($)			Accumulated Deficit ($)			Total Stockholders' Deficit ($)

Balance July 1, 2019 (date of inception)	—		$	—	—	$	—	$	—		$	—		$	—
Units issued to members	5,453,750			—	—		—		—			—			—
Shares issued to members upon acquisition in exchange for units held	(5,453,750	)		—	6,000,000		600		(600	)		—			—
Net Loss	—			—	—		—		—			(20,884	)		(20,884	)
Balance at December 31, 2019	—			—	6,000,000		600		(600	)		(20,884	)		(20,884	)

Issuance of Common Stock upon Merger	—			—	24,000,000		2,400		—			—			2,400
Net Loss	—			—	—		—		—			(593,709	)		(593,709	)

Balance, December 31, 2020	—		$	—	30,000,000	$	3,000	$	(600	)	$	(614,593	)	$	(612,193	)

The accompanying notes are an integral part of these consolidated financial statements

VARIAN BIOPHARMACEUTICALS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2020 AND FROM INCEPTION (JULY 1 2019) TO DECEMBER 31, 2019

		2020			From Inception to December 31, 2019

Net loss	$	(593,709	)	$	(20,884	)

Adjustment to Net loss:
Non-cash compensation		672			—

Cash flows from operating activities:
Change in payables		394,451			20,884
Change in accrued expenses		177,500
					—
Cash used in operating activities		(21,086	)		—

Cash flows from financing activities:
Proceeds from loans		21,396			—
Proceeds from sale of common stock		1,728			—

Cash provided by financing activities:		23,124			—

Change in cash		2,038			—

Beginning cash balance		—			—

Ending cash balance	$	2,038		$	—

Supplemental disclosures of cash flows information:
Interest paid:	$	—		$	—
Taxes paid:	$	—		$	—

Supplemental disclosures of cash flows activities:
Non-cash financing activities:
Issuance of 6 millions shares in exchange for membership units	$	600		$	—

The accompanying notes are an integral part of these consolidated financial statements

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

(1) ORGANIZATION AND BASIS OF PRESENTATION

Varian Biopharmaceuticals, Inc. (the “Company”) was incorporated in Florida on June 8, 2020 as Varian Oncology Inc. On July 2, 2020, Varian Oncology Inc. merged with Varian Biopharmaceuticals LLC (VB LLC), a Delaware LLC. Varian Oncology Inc. (VOI) had no operations, no assets or liabilities at the date of merger. At the date of merger, Varian Oncology Inc., basically inherited the operations of Varian Biopharmaceuticals LLC. After the merger, Varian Biopharmaceuticals LLC was liquidated, and the new entity was named Varian Biopharmaceuticals Inc.

The sole asset of the Company is an exclusive license from Cancer Research UK (“CRUK”) for multiple small molecule kinase inhibitors, which was acquired in return for annual license fees, future milestone payments and royalties, all related to development and commercialization of the technology, if achieved (see Note 6). Prior to the merger, VB LLC had expenses and accounts payables totaling $337,905. VOI issued 6 million shares to VB LLC unit holders, which were recorded at $672 ( par value of $ 0.0001) as VOI had no business or operation and assumed the payables of $ 337,905, which are included in accounts payables of $415,338 as of December 31, 2020.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. Based on the significance of VB LLC’s business prior to the acquisition, compared to VOI’s operations, VB LLC is the predecessor to VOI. VOI succeeded to the business of VB LLC and had no operations, assets or liabilities of its own. Accordingly, the financial statements of VB LLC are presented as the financial statements of predecessor as recapitalized and of the successor for all periods and no goodwill was recorded.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company has not recognized any revenues from its operations.

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents.

SG&A

SG&A expenses primarily consist of personnel, contractors, expenses to support our administrative and operating activities and professional expenses (e.g. legal expenses). These expenses are detailed below:

SG&A Summary	2020		From Inception (July 1, 2019) to December 31, 2019
Legal expenses post merger	$	77,432	$	—
Legal expenses pre merger		136,322		20,884
Accrued expenses (salaries/consultant fees)		177,500		—
Payment to Cancer Research UK		10,000		—
Payment for D&O Insurance		10,896		—
	$	412,140	$	20,884

ACCRUED EXPENSES

Because we have not generated any revenues and we have limited liquidity, we have accounted for certain salaries and contractor payments as accrued expenses. At December 31, 2020, detailed accrued expenses as below:

Jeff Davis salary			100,000.00
Todd Wider consulting fees			60,000.00
Fredric Zaino board fees			17,500.00

Accrued expenses			177,500.00

LOSS PER COMMON SHARE

The Company reports loss per share using a dual presentation of basic and diluted loss per share. Basic loss per share excludes the impact of common stock equivalents and is determined by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock. At December 31, 2020, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

INCOME TAXES

The Company accounts for income taxes under the provisions of Accounting Standards Codification (“ASC”) ASC-740 “Accounting for Income Taxes”. ASC-740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In addition, ASC-740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal income tax return and its state franchise tax return in Florida as “major” tax jurisdictions, as defined. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC-740.

From inception to July 8, 2020 the entity operated as an LLC. Losses of the LLC of $ 337, 905 pass-through to the members. From July 8, 2020 to December 31, 2020 NOLs were $255,204, for which no benefit is currently being recognized due to the uncertainty of collection. A 100% valuation allowance has been made in these financial statements.

Had the Company been a C corporation from inception, net operating loss carry forward for would have been $614,593 for the year ended December 31, 2020. Credit for income tax for the year ended December 31, 2020 and for the period from inception( July 1, 2019) to December 31, 2019 would have been $ 124,679 and $ 4,386, respectively.

FAIR VALUE MEASUREMENTS

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

The estimated fair value of certain financial instruments, including, payables to related parties, and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company has no financial instruments measured at fair value

NEW ACCOUNTING PRONOUNCEMENTS

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

(3) GOING CONCERN

At Dec 31, 2020, Varian Biopharmaceuticals had payables totaling $415,335, loans payable of $21,396 and accrued expenses of $177,500.

The Company does not expect existing cash as of December 31, 2020 to be sufficient to fund the Company’s operations for at least twelve months from the date the financial statements are issued. The Company will seek additional capital through equity offerings or debt financing. However, such financing may not be available in the future on favorable terms, if at all. If adequate financing is not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its product development programs, or be unable to continue operations over a longer term.

The Company has incurred recurring losses and negative cash flows, has not yet generated any revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after these consolidated financial statements are issued. No adjustments have been made to these consolidated financial statements as a result of these uncertainties.

We require substantial capital for our development programs and operating expenses, to pursue regulatory clearances and to prosecute and defend our intellectual property rights. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:

continue our research and preclinical development of our product candidates;

expand the scope of our development into clinical studies for our product candidates;

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

further develop the manufacturing process for our product candidates;

change or add additional manufacturers or suppliers;

seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

seek to identify and validate additional product candidates;

acquire or in-license other product candidates and technologies;

make milestone or other payments under any license agreements;

maintain, protect and expand our intellectual property portfolio;

attract and retain skilled personnel;

build additional infrastructure to support our operations as a larger public company and our product development and planned future commercialization efforts, including manufacturing capacity; and

experience any delays or encounter issues with any of the above.

The net losses we incur may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities would dilute all of our stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects.

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any product candidates or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report, several states in the United States and elsewhere have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations. In addition, a catastrophic event that results in the destruction or disruption of the Company’s data centers or its critical business or information technology systems would severely affect the ability to conduct normal business operations and, as a result, the operating results would be adversely affected.

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and settle its liabilities in the normal course of business.

During 1Q 2021 the company is pursuing a reverse merger with another company. If successful in this reverse merger, management hope that the company will have sufficient liquidity to satisfy the payables currently due. Management also hope to raise additional capital subsequent to the reverse merger but at this stage, there is no committed source of capital.

(4) RELATED PARTY TRANSACTIONS

At December 31, 2020, the Company had loans and notes outstanding from Keystone Capital and Mr. Paul E. Mann (both shareholders) in the aggregate amount of $21,396, which represent amounts loaned to the Company to pay the Company’s operating expenses.

The following table details related party debt at December 31, 2020:

Keystone Capital (Keystone loan)	$10,500
Mr. Paul E. Mann (Mann loan)	$10,896

Keystone loan was made on August 3, 2020 and mature on August 2, 2022. Principal and accrued interest, if any, is payable on the maturity date. The loan is non-interest bearing. Interest has not been imputed as it is considered immaterial to the consolidated financial statements.

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

Mann loan was made on September 25, 2020 and mature on September 24, 2022. Principal and accrued interest, if any, is payable on the maturity date. The loan is non-interest bearing. Interest has not been imputed as it is considered immaterial to the consolidated financial statements.

In July 2020, the Company entered into an employment agreement with Jeffrey Davis (a Director and a Shareholder) to act as the Company’s Chief Executive Officer. Under the terms of the agreement Mr. Jeffrey Davis would receive an annual salary of $200,000 per annum. At December 31, 2020, the Company has accrued expenses owed to Mr. Jeffrey Davis of $100,000. The employment agreement also allows for a bonus but for 2020, no bonus was awarded.

In July 2020, the Company entered into a consulting agreement with Todd Wider, MD (a Director and a Shareholder) to assist the company with clinical related matters. Under the terms of the agreement Todd Wider, MD would receive a monthly payment of $10,000. At December 31, 2020, the Company has accrued expenses owed to Todd Wider, MD of $60,000.

In July 2020, the Company entered into a board member agreement with Mr. Fredric Zaino (a Director and a Shareholder) to act as a board member. Under the terms of the agreement Mr. Fredric Zaino would receive an annual board fee of $35,000 per annum. At December 31, 2020, the Company has accrued expenses owed to Mr. Fredric Zaino of $17,500. Fredric Zaino resigned from the board of directors effective December 18, 2020. Mr. Daniel Wainstein replaced Mr. Fredric Zaino as a board member on December 21, 2020.

(5) INCOME TAXES

A reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded is as follows:

	2020			2019

Income tax expense (credit) at statutory rate	$	(53,593	)	$	—
Non deductible expenses		—			—

Change in valuation allowance		53,593			—
Income tax expense (credit)	$	—		$	—

Varian Biopharmaceuticals, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2020 and

From Inception (July 1, 2019) to December 31, 2019

The components of the Company’s deferred tax asset as of December 31, 2020 are as follows:

	2020			2019

Deferred tax asset - Operating loss carry forward	$	53,593		$	—

Valuation allowance		(53,593	)		—
Deferred tax asset	$	—		$	—

As of December 31, 2020, the Company had certain federal net operating loss carryovers (“NOLs”), of $255,204. Further, utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs because it is more likely than not that all of the deferred tax asset will not be realized.

The Company will file income tax returns in the United States federal jurisdiction. No tax returns are currently under examination by any tax authorities.

(6) LICENSE FOR CANCER RESEARCH UK (CRUK)

The Company has an exclusive license from CRUK to develop one or more topical products and one or more non-topical products that are azaquinazoline inhibitors of atypical protein kinase C. In addition, the Company can seek regulatory approvals and commercialize such licensed products (see Note 1).

The license was obtained in return for annual license fees of $10,000 per annum, future milestone payments and royalties, all related to development and commercialization of the technology, if achieved.

(7) SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these consolidated financial statements were issued. Based on managements’ evaluation, no events have occurred that require disclosure or adjustments to the consolidated financial statement.