SIPUP CORPORATION The following discussion should be read in conjunction with the audited
financial statements and notes thereto of our wholly-owned subsidiary
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements regarding
our business, financial condition, results of operations and prospects.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion should be read in conjunction with our unaudited
financial statements and the related notes that appear elsewhere in this
Quarterly Report on Form 10-Q as well as our other
Overview
On
VeganNation is a global B2B2C (i.e., business-to-business-to-consumer) business that is developing a platform (the "Platform") which comprises both a directory and marketplace connecting conscious consumers, businesses and organizations. Our proprietary platform empowers individuals, businesses and organizations that all wish to carry out business within the confines of a sustainable online marketplace (the "Marketplace"), thereby establishing strong and long-standing connections between everything plant-based. This begins with our proprietary e-commerce platform, a B2C and B2B marketplace, designed to make the plant-based market more sustainable, affordable, and globally accessible.
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In addition to the foregoing, the Company envisions making its Platform a highly sought-after resource for the global plant-based community by continually disseminating content and educational materials, while facilitating meet-up opportunities, either virtually or in person.
Appreciating the criticality of integrity and transparency within the global sustainable plant-based community, the Company seeks to develop a unique decentralized approval system by employing smart contracts where vegans will have the opportunity to validate the authenticity of a vegan-friendly product manufacturer or establishment.
Principally, the VeganNation ecosystem is being designed to offer various kinds of participants, including consumers, merchants and suppliers, an environment facilitating the sale of products and services which comply with plant-based principles such as plant-based groceries, fresh produce, fashion or manufactured goods. In addition, the Platform will also facilitate the distribution of content relevant to the plant-based community and provide opportunities for participants to collaborate and meet up, either virtually or in person.
Technologically, VeganNation has continued to advance where it is iteratively building the next generation of a global, sustainable and social shopping experience via the Marketplace. The Marketplace seeks to deliver a cutting-edge user shopping experience that features products ranging from fresh produce and plant-based burgers, to fashion and home goods.
Private Placement
In connection with the anticipated closing of the Acquisition, in
Between
Accounting Treatment of the Acquisition
The Acquisition has been structured and accounted for as a reverse-merger and
recapitalization. VeganNation is the surviving entity for financial reporting
purposes and
Results of Operations - Three Months Ended
Revenues- We had no revenues for the three months ended
Research and Development- During the three months ended
Selling and Marketing- During the three months ended
General and administrative expenses - For the three months ended
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Results of Operations - Nine Months Ended
Revenues- During the nine months ended
Research and Development- During the nine months ended
Selling and Marketing- During the nine months ended
General and administrative expenses - For the nine months ended
Liquidity and Capital Resources
From inception and through the date of the Acquisition, we have funded our
operations from a combination of loans and sales of equity instruments. Between
April and September, 2021, we raised aggregate gross proceeds in the approximate
amount of
As of
At the closing of the 2021 Private Placement, we entered into a securities
purchase agreement with certain accredited investors providing for the issuance
and sale to such investors of an aggregate of 5,095,640 shares of our Common
Stock and warrants for an additional 5,095,640 shares of our Common Stock,
exercisable through
Even after giving effect to the proceeds of the 2021 Private Placement, we will need to obtain additional funding in order to pursue our business plans. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.
We expect that our existing cash and cash equivalents will enable us to fund our operations and capital expenditure requirements for at least the next twelve months. Our requirements for additional capital during this period will depend on many factors, including the following:
? the scope, rate of progress, results and cost of our development and
engineering efforts related to the Platform;
? the cost and timing of establishing sales and marketing capabilities;
? the terms and timing of any collaborative, licensing and other
arrangements that we may establish;
? the timing, receipt and amount of sales, profit sharing or royalties,
if any, from our potential products;
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? the cost of preparing, filing, prosecuting, defending and enforcing any
patent claims and other intellectual property rights; and
? the extent to which we acquire or invest in businesses, products or
technologies, although we currently have no commitments or agreements
relating to any of these types of transactions.
We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.
We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders' rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until after receiving sufficient financing and implementing our plan of operations. We must raise cash to implement our strategy and stay in business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be inadequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. We intend to finance expenses we incur with further issuances of securities, and debt issuances, no assurance can be provided that we will be able to raise funds on commercially acceptable terms or at all.
We anticipate that our current cash and cash equivalents will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain those funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
If we are unable to raise the cash needed to support our operations, we will either suspend product development and marketing activities until we do raise the cash, or cease operations entirely. Because we have been unable to raise additional cash, Management may consider other business opportunities in order to maintain and increase shareholder value.
Off-Balance Sheet Arrangements
None.
Contingencies
None.
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