UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended June 30, 2013
   
 
OR
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________ to ________________
   
Commission file number:  000-54586
BOSTON THERAPEUTICS, INC.
 (Exact name of registrant as specified in its charter)
Delaware
 
27-0801073
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
1750 Elm Street, Suite 103, Manchester, NH
 
03104
(Address of principal executive offices)
 
(Zip Code)
603-935-9799
 (Registrant’s telephone number, including area code)


33 South Commercial Street Manchester, NH 03101
(Former address)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x           No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x           No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer                                                o                       Accelerated filer                                                      o
Non-accelerated filer                                                  o                       Smaller Reporting Company                                  x
(Do not check if a smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o            No  x   
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding at July 23, 2013
Common Stock, $0.001 par value per share
 
19,383,539 shares
 
 
 
 
1

 

BOSTON THERAPEUTICS, INC.
FORM 10-Q

TABLE OF CONTENTS
 


PART I - FINANCIAL INFORMATION
4
   
Item 1. Unaudited Condensed Financial Statements
4
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
30
   
Item 4. Controls and Procedures
30
   
PART II - OTHER INFORMATION
31
   
Item 1. Legal Proceedings
31
   
Item 1A. Risk Factors
31
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
31
   
Item 3. Defaults Upon Senior Securities
31
   
Item 4. Mine Safety Disclosures
31
   
Item 5. Other Information
31
   
Item 6. Exhibits
32
   
SIGNATURES
33
 
Except as otherwise required by the context, all references in this report to "we", "us”, "our", “BTI” or "Company" refer to the consolidated operations of Boston Therapeutics, Inc., a Delaware corporation, formerly called Avanyx Therapeutics, Inc., and its wholly owned subsidiaries.
 

 
2

 
PART I - FINANCIAL INFORMATION
Item 1.  Unaudited Condensed Financial Statements
 
Boston Therapeutics, Inc.
           
Balance Sheet (Unaudited)
           
June 30, 2013 and December 31, 2012
           
             
   
June 30,
   
December 31,
 
   
2013
   
2012
 
ASSETS
           
  Cash
  $ 12,761     $ 552,315  
  Accounts receivable
    888       17,351  
  Prepaid expenses and other current assets
    71,868       9,073  
  Inventory, net
    165,239       16,809  
    Total current assets
    250,756       595,548  
                 
  Property and equipment, net
    8,587       7,075  
  Intangible assets
    728,572       760,714  
  Goodwill
    69,782       69,782  
  Other assets
    2,125       2,125  
    Total assets
  $ 1,059,822     $ 1,435,244  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
  Accounts payable
  $ 364,178     $ 294,187  
  Accrued expenses and other current liabilities
    171,795       146,774  
    Total current liabilities
    535,973       440,961  
Advances - related parties
    297,820       297,820  
    Total liabilities
    833,793       738,781  
                 
COMMITMENTS AND CONTINGENCIES (Note 7)
               
                 
Stockholders’ equity:
               
  Preferred stock, $0.001 par value, 5,000,000 shares authorized,
               
    none issued and outstanding
    -       -  
  Common stock, $0.001 par value, 100,000,000 shares authorized, 19,383,539 and
               
    18,745,706 shares issued and outstanding at June 30, 2013 and December 31, 2012,
               
    respectively
    19,384       18,746  
  Additional paid-in capital
    4,090,704       3,375,116  
  Accumulated deficit
    (3,884,059 )     (2,697,399 )
    Total stockholders’ equity
    226,029       696,463  
                 
    Total liabilities and stockholders’ equity
  $ 1,059,822     $ 1,435,244  
                 
 
 
3

 
 
Boston Therapeutics, Inc.
                       
Statement of Operations (Unaudited)
                       
For the Three and Six Months Ended June 30, 2013 and  2012
                       
                         
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2013
   
2012
   
2012
   
2012
 
                         
Revenue
  $ 2,118     $ 2,376     $ 25,454     $ 21,230  
Cost of goods sold
    7,971       4,162       55,908       31,757  
    Gross margin
    (5,853 )     (1,786 )     (30,454 )     (10,527 )
                                 
Operating expenses:
                               
  Research and development
    19,822       67,924       48,483       119,552  
  Sales and marketing
    67,170       66,898       148,396       134,078  
  General and administrative
    421,570       139,435       949,740       263,971  
    Total operating expenses
    508,562       274,257       1,146,619       517,601  
                                 
  Operating loss
    (514,415 )     (276,043 )     (1,177,073 )     (528,128 )
                                 
  Interest expense
    (4,823 )     (4,178 )     (9,587 )     (8,356 )
  Foreign currency loss
    -       (1,768 )     -       (2,910 )
    Net loss
  $ (519,238 )   $ (281,989 )   $ (1,186,660 )   $ (539,394 )
                                 
                                 
Net loss per share- basic and diluted
  $ (0.03 )   $ (0.02 )   $ (0.06 )   $ (0.03 )
Weighted average shares outstanding basic and diluted
    19,328,286       16,287,381       19,104,565       16,225,293  
 
 
4

 
 
Boston Therapeutics, Inc.
           
Statement of Cash Flows (Unaudited)
           
For the Six Months Ended June 30, 2013 and 2012
           
             
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net loss
  $ (1,186,660 )   $ (539,394 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Depreciation and amortization
    33,081       32,143  
Stock based compensation
    385,031       116,866  
Issuance of common stock and common stock warrants for consulting services
    81,195       25,000  
Changes in:
               
Accounts receivable
    16,463          
Inventory
    (148,430 )     (1,130 )
Prepaid expenses and other current assets
    (62,795 )     (2,289 )
Accounts payable
    69,991       (5,919 )
Accrued expenses
    25,021       8,535  
                 
Net cash used in operating activities
    (787,103 )     (366,188 )
                 
Cash flows from investing activities:
               
Purchase of property and equipment
    (2,451 )     (4,297 )
Net cash used in investing activities
    (2,451 )     (4,297 )
                 
Cash flows from financing activities
               
Proceeds from advances-related parties
    -       40,000  
Proceeds from issuance of common stock
    250,000       522,000  
Net cash provided by financing activities
    250,000       562,000  
                 
Net (decrease) increase in cash and cash equivalents
    (539,554 )     191,515  
Cash and cash equivalents, beginning of period
    552,315       225,995  
Cash and cash equivalents, end of period
  $ 12,761     $ 417,510  
                 
Suplemental disclosure of cash flow informatin
               
Cash paid during the period for
               
  Interest
  $ -     $ -  
                 
Income taxes
  $ -     $ -  
 
 
5

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Company Overview
 
Boston Therapeutics, headquartered in Manchester, NH, (OTC: BTHE) is a leader in the field of complex carbohydrate chemistry. The Company's initial product pipeline is focused on developing and commercializing therapeutic molecules for diabetes: PAZ320, a non-systemic chewable therapeutic compound designed to reduce post-meal glucose elevation; IPOXYN™, an injectable anti-necrosis drug specifically designed to treat lower limb ischemia associated with diabetes; SUGARDOWN®, a non-systemic chewable complex carbohydrate  designed to moderate post-meal blood glucose , and BTI-7, a new, chewable dose form of the diabetes drug metformin hydrochloride.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, the Company has an accumulated deficit of approximately $3,884,000 as of June 30, 2013 and had negative working capital of approximately $285,000 as of June 30, 2013. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities. On July 23, 2013, the Company conducted an initial closing of its private placement of securities with an accredited investor pursuant to which the investor purchased 6,666,660 shares of the Company’s common stock and warrants to purchase 3,333,320 shares of common stock at an exercise price of $0.50 per share for total gross proceeds of $2,000,000. On August 6, 2013, the Company conducted a second closing of its private placement of securities with accredited investors pursuant to which the investors purchased a total of 2,828,226 shares of the Company’s common stock and warrants to purchase 1,414,113 shares of common stock at an exercise price of $0.50 per share for a gross total of approximately $848,000. Management has plans to seek additional capital through private placements and public offerings of its common stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital, the Company may be required to cease operations.
 
These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q. It is suggested that these condensed financial statements be read in conjunction with the Company's financial statements for its year ended December 31, 2012 included in its Form 10-K. In the opinion of management, the statements contain all adjustments, including normal recurring adjustments necessary in order to present fairly the financial position as of June  30, 2013 and the results of operations for the three and six month periods ended June 30, 2013 and 2012.

The year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results disclosed in the Statements of Operations for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year.
 
Use of Estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 
6

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
1.           SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES…continued
 
Inventory
 
Inventory consists of raw materials and finished goods of SUGARDOWN®. Inventories are stated at the lower of cost (first-in, first-out) or market, not in excess of net realizable value. The Company adjusts the carrying value of its inventory for excess and obsolete inventory. The Company continues to monitor the valuation of its inventory.
 
Revenue Recognition
 
The Company generates revenues from sales of SUGARDOWN®. Revenue is recognized when there is persuasive evidence that an arrangement exists, the price is fixed and determinable, the product is shipped and collectability is reasonably assured.  Revenue is recognized as product is shipped from an outside fulfillment operation. Terms of product sales generally provide for 30 day money back guarantee. In practice, the Company has not experienced or granted significant returns of product. Shipping fees charged to customers are included in revenue and shipping costs are included in costs of sales.
 
Stock-Based Compensation
 
Stock–based compensation, including grants of employee and non-employee stock options and modifications to existing stock options, is recognized in the income statement based on the estimated fair value of the awards. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
 
The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of the common stock as, and as such volatility is estimated using historical volatilities of similar public entities. The expected life of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense is recognized in the financial statements on a straight-line basis over the vesting period, based on awards that are ultimately expected to vest.
 
The Company grants stock options to non-employee consultants from time to time in exchange for services performed for the Company. Equity instruments granted to non-employees are subject to periodic revaluation over their vesting terms. In general, the options vest over the contractual period of the respective consulting arrangement and, therefore, the Company revalues the options periodically and records additional compensation expense related to these options over the remaining vesting period.
 
Loss per Share
 
Basic net loss per share is computed based on the net loss for the period divided by the weighted average actual shares outstanding during the period. Diluted net loss per share is computed based on the net loss for the period divided by the weighted average number of common shares and common equivalent shares outstanding during each period unless the effect of such common equivalent shares would be anti-dilutive. Common stock equivalents represent the dilutive effect of the assumed exercise of certain outstanding stock options using the treasury stock method.    The weighted average number of common shares for the three and six months ended June 30, 2013 and 2012 did not include 8,921,400 and 1,898,400 options and warrants, respectively, because of their anti-dilutive effect.
 
2.     INVENTORIES
 
Inventories consist of material, labor and manufacturing overhead and are recorded at the lower of cost, using the weighted average cost method, or net realizable value.
 
The components of inventories at June 30, 2013 and December 31, 2012, net of inventory reserves, were as follows:
 
 
    2013     2012  
 Raw materials   $ 87,639     $ 13,125  
 Work-in-process     49,491       -  
 Finished goods     28,109       3,684  
                 
    $ 165,239     $ 16,809  
 
The Company periodically reviews quantities of inventory on hand and compares these amounts to expected usage of each particular product or product line. The Company records, as a charge to cost of sales, any amounts required to reduce the carrying value to net realizable value.
 
 
7

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
3.           STOCKHOLDERS’ EQUITY
 
The Company is authorized to issue up to 5,000,000 shares of its $0.001 par value preferred stock and up to 100,000,000 shares of its $0.001 par value common stock. On May 31, 2013, record holders of 56% of the issued and outstanding voting common stock authorized the Company to amend its certificate of incorporation to increase the number of common shares from 100,000,000 to 200,000,000. Since the Company is making information available through the Internet rather than using the full set delivery option, the proposal will not become effective until 40 calendar days after the date the information statement is made available via the internet on July 29, 2013. Accordingly, the proposal will become effective on September 7, 2013. 
 
Common Stock
 
On May 7, 2012 the Company issued 20,000 shares of common stock at a price per share of $1.10 and issued a warrant to purchase an additional 20,000 shares of common stock at $1.15 per share for gross proceeds of $22,000. The warrant associated with the subscription agreement is exercisable immediately and has a five year term. The Company has evaluated these warrants for proper classification based on terms of the warrant agreement and has determined that equity classification is appropriate. The Company estimated the relative fair value of the warrant to be $8,754 using the Black Scholes model, which has been recorded as a component of permanent equity in additional paid in capital.
 
During May 2012 the Company entered into a consulting agreement under which it is required to pay the consultant a monthly fee consisting of 25,000 shares of restricted common stock beginning May 21, 2012 through May 21, 2013. As of December 31, 2012 the Company has issued 150,000 shares due under this agreement for services rendered during June through November 2012 with a fair value of $76,500. An accrual in the amount of $14,000 representing the fair value of the 33,333 unissued shares for services rendered in December 2012 is included in the accompanying December 31, 2012 balance sheet.
 
During June 2012 the Company issued 80,000 shares of its common stock with a fair value of $40,800 in exchange for professional consulting services.
 
On June 29, 2012 the Company issued 1,000,000 shares to an affiliate of Advance Pharmaceutical Co., Ltd. (APC) in a private placement for net proceeds of $500,000. APC is licensed to distribute SUGARDOWN® in Hong Kong, China and Macau. The Company reviewed the private placement issuance and determined that the issuance price of $0.50 per share approximates fair value as of the date of issuance.
 
During July 2012 the Company entered into a consulting agreement under which it is required to pay the consultant a monthly fee consisting of $4,000 paid in cash and 7,500 shares of restricted common stock. As of December 31, 2012 the Company has issued the 22,500 total shares due under this agreement for services rendered during July, August and September 2012 with an aggregate fair value of $11,475. The agreement was terminated as of September 30, 2012.
 
On December 12, 2012 the Company issued 1,250,000 shares of its common stock at a price per share of $0.50 and issued a warrant to purchase 625,000 additional shares for $1.00 per share for gross proceeds of $625,000. The warrant associated with the subscription agreement is exercisable immediately and has a five year term. The Company has evaluated these warrants for proper classification based on terms of the warrant agreement and has determined that equity classification is appropriate. The Company estimated the relative fair value of the warrant to be $124,019 using the Black Scholes model, which has been recorded as a component of permanent equity in additional paid in capital.
 
On January 22, 2013 the Company issued 45,833 shares of its common stock with a fair value of $19,250 in exchange for consulting services incurred in fiscal 2012 and January of 2013. As of December 31, 2012, the Company had accrued $14,000 representing the fair value of the 33,333 unissued shares for services rendered in December 2012 which was included in the accompanying December 31, 2012 balance sheet. The agreement was terminated in January 2013.
 
On March 14, 2013 the Company issued 500,000 shares of its common stock at a price per share of $0.50 and issued a warrant to purchase 250,000 additional shares for $1.00 per share for gross proceeds of $250,000. The warrant associated with the subscription agreement is exercisable immediately and has a five year term. The Company has evaluated these warrants for proper classification based on terms of the warrant agreement and has determined that equity classification is appropriate. The Company estimated the relative fair value of the warrant to be $35,457 using the Black Scholes model, which has been recorded as a component of permanent equity in additional paid in capital.
 
 
8

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
3.           STOCKHOLDERS’ EQUITY…continued
 
Common Stock... continued
 
On April 29, 2013 the Company issued a warrant to purchase 100,000 of common stock for $1.00 per share in exchange for consulting services rendered. The warrant associated with the consulting agreement is exercisable immediately and has a five year term. The Company has evaluated these warrants for proper classification based on terms of the warrant agreement and has determined that equity classification is appropriate. The Company estimated the fair value of the warrant to be $19,865 using the Black Scholes model, which has been recorded as a component of permanent equity in additional paid in capital.

On April 30, 2013 the Company issued 52,000 shares of its common stock with a fair value of $28,080 in exchange for consulting services rendered during February through April 2013 in connection with two separate consulting agreements.

On June 28, 2013 the Company issued 40,000 shares of its common stock with a fair value of $14,000 in exchange for consulting services rendered during May and June in connection with two separate consulting agreements.
 
4.           STOCK OPTION PLAN AND STOCK-BASED COMPENSATION
 
During the period ended March 31, 2013, the board of directors of the Company approved an amendment of the stock option plan entitled “The 2010 Stock Plan” (2010 Plan) to increase the number of shares which the Company may grant options to purchase shares of common stock from 5,000,000 to 7,500,000. On May 31, 2013, record holders of 56% of the issued and outstanding voting common stock approved the proposal. Since the Company made information available through the internet rather than using the full set delivery option, the proposal will become effective 40 calendar days after posting the information to the internet which was July 29, 2013. As of June 30, 2013 and December 31, 2012, there were 578,400 options outstanding under the 2010 Plan, respectively. The amendment will be effective on September 7, 2013, after notifying stockholders.
 
During the period ended March 31, 2013, the Company amended the non-qualified stock option plan entitled “2011 Non-Qualified Stock Plan” (2011 Plan) to increase the number of shares which the Company may grant options to purchase shares of common stock from 12,000,000 to 17,500,000. As of June 30, 2013 and December 31, 2012, there were 7,348,000 and 7,130,000 options outstanding under the 2011 Plan, respectively.
 
Under the terms of the stock plans, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically three to four years and the options typically expire ten years from the date of grant.
 
The fair value of stock options granted or revalued for three and six months ended June 30, 2013 and 2012 was calculated with the following assumptions:
 
             
2013
 
2012
Risk-free interest rate
 
0.49% - 1.55%
 
0.43% - 1.27%
Expected dividend yield
 
0%
 
0%
Volatility factor
   
85%
 
90%
Expected life of option
 
4.50 to 6 years
 
3.15 to 7 years
 
The weighted-average fair value of stock options granted during the periods ended June 30, 2013 and 2012, under the Black-Scholes option pricing model was $0.25 and $0.21 per share, respectively.
 
The Company recognized $192,864 and $43,384 of stock-based compensation costs in the accompanying statement of operations for the three months ended June 30, 2013 and 2012, respectively. The Company recognized $385,031 and $116,866 of stock-based compensation costs in the accompanying statement of operations for the six months ended June 30, 2013 and 2012, respectively. No actual tax benefit was realized from stock option exercises during these periods. As of June 30, 2012, there was approximately $1,283,000 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted average period of 2.0 years.
 
 
9

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
4.          STOCK OPTION PLAN AND STOCK-BASED COMPENSATION…continued
 
   
Shares
   
Exercise Price per Share
   
Weighted Average Exercise Price per Share
 
Outstanding as of December 31, 2012
    7,708,400     $ 0.10-1.85     $ 0.42  
      Granted
    218,000       0.42-1.00       0.74  
      Exercised
    -       -       -  
      Options forfeited/cancelled
    -       -       -  
Outstanding as of June 30, 2013
    7,926,400     $ 0.10-1.85     $ 0.43  
 
The following table summarizes information about stock options that are vested or expected to vest at June 30, 2013:
 
Vested or Expected to Vest
   
Exercisable Options
 
           
Weighted
   
Weighted
               
Weighted
   
Weighted
       
           
Average
   
Average
               
Average
   
Average
       
           
Exercise
   
Remaining
   
Aggregate
   
Number
   
Exercise
   
Remaining
   
Aggregate
 
Exercise
   
Number of
   
Price Per
   
Contractual
   
Intrinsic
   
of
   
Price
   
Contractual
   
Intrinsic
 
Price
   
Options
   
Share
   
Life (Years)
   
Value
   
Options
   
Per Share
   
Life (Years)
   
Value
 
$ 0.10       1,800,000     $ 0.10       3.38     $ 450,000       1,518,750     $ 0.10       3.41     $ 379,688  
  0.42       98,000       0.42       7.51       -       -       0.42       -       -  
  0.50       5,830,000       0.50       4.64       -       1,892,501       0.50       5.04       -  
  1.00       120,000       1.00       5.51       -       60,000       1.00       5.51       -  
  1.85       78,400       1.85       2.25       -       78,400       1.85       2.25       -  
$ 0.10-1.85       7,926,400     $ 0.43       4.38     $ 450,000       3,549,651     $ 0.32       4.29     $ 379,688  
 
The weighted-average remaining contractual life for stock options exercisable at June 30, 2013 is 4.29 years. At June 30, 2013, the Company has 10,152,000 and 4,421,600 options available for grant under the 2011 Plan and 2010 Plan, respectively. The intrinsic value for fully vested, exercisable options was $379,688 and $418,000 at June 30, 2013 and December 31, 2012, respectively. No actual tax benefit was realized from stock option exercises during these periods.
 
 
10

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
5.           RELATED PARTY TRANSACTIONS
 
Through December 31, 2011, the CEO advanced $257,820 to BTI to fund start-up costs and operations of the Company. Advances by the CEO carry an interest rate of 6.5% and were due on June 29, 2013. On May 7, 2012, the Company’s CEO and President entered into promissory notes to advance to the Company an aggregate of $40,000. The notes accrue interest at 6.5% per year were due June 30, 2013. As of June 30, 2013, and December 31, 2012, $53,689 and $44,090, respectively, of accrued interest had been included in accrued expenses on the accompanying balance sheet. On August 6, 2012, the outstanding notes of $297,820 were amended to extend the maturity dates to June 29, 2014. On August 2, 2013, the outstanding notes of $297,820 were amended to extend the maturity dates to June 29, 2015. The CEO and President intend to, but are not legally obligated, to fund the Company’s operations in this manner until the Company raises sufficient capital.
 
On November 13, 2012, Jonathan B. Rome, the Company's Chief Operating Officer, and the Company entered into a securities purchase agreement pursuant to which Mr. Rome invested $625,000 in the Company's offering of common stock and warrants on Form S-1 to purchase an aggregate of 1,250,000 shares of the Company's common stock at $0.50 per share and 625,000 warrants to purchase 625,000 shares of its common stock. The exercise price of the warrants is $1.00 per share. The warrants have a five-year term.
 
6.           INTANGIBLE ASSETS
 
The SUGARDOWN® technology and provisional patents are being amortized on a straight-line basis over their useful lives of 14 years.  Goodwill is not amortized, but is evaluated annually for impairment.
 
Intangible assets consist of the following at June 30, 2013 and December 31, 2012:
 
   
2013
   
2012
 
SUGARDOWN® technology and provisional patents
  $ 900,000     $ 900,000  
Less accumulated amortization
    (171,428 )     (139,286 )
Intangible assets, net
  $ 728,572     $ 760,714  
 
Amortization expense was $16,071 and $32,143 for the three and six months ended June 30, 2013 and 2012, respectively.
 
 
11

 
Boston Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
For the three and six month periods ended June 30, 2013 and 2012

 
7.           COMMITMENTS AND CONTINGENCIES
 
The Company entered into a three year lease agreement for their office lease facility commencing July 1, 2012, with escalating rental payments. On February 21, 2013, the Company amended the lease agreement to extend the lease through March 2018 and increase rental space. The effects of variable rent disbursements have been expensed on a straight-line basis over the life of the lease. The Company recognized rent expense of $29,512 and $49,240 during the three and six months ended June 30, 2013, respectively. The Company recognized rent expense of $1,449 and $2,564 during the three and six months ended June 30, 2012, respectively. As of June 30, 2013 and December 31, 2012, there was $30,138 and $2,267, respectively, of deferred rent included in accrued expenses and other current liabilities in the accompanying balance sheets.
 
Future minimum lease payments under all non-cancelable operating leases as of June 30, 2013 are as follows:
 
Fiscal year
     
2013
 
$
29,268
 
2014
   
60,093
 
2015
   
62,169
 
2016
   
64,299
 
2017
   
66,519
 
2018
   
16,770
 
   
$
299,118
 
 
8.           SUBSEQUENT EVENTS
 
The Company has evaluated events and transactions that occurred from June 30, 2013 through the date of filing, for possible disclosure and recognition in the financial statements. Except as discussed below, the Company did not have any material subsequent events that impact its financial statements or disclosures.
 
On July 23, 2013, the Company conducted an initial closing of its private placement of securities with an accredited investor pursuant to which the Investor purchased 6,666,660 shares of the Company’s common stock and warrants to purchase 3,333,320 shares of common stock at an exercise price of $0.50 per share for total gross proceeds of $2,000,000. On August 6, 2013, the Company conducted a second closing of its private placement of securities with accredited investors pursuant to which the Investors purchased a total of 2,828,226 shares of the Company’s common stock and warrants to purchase 1,414,113 shares of common stock at an exercise price of $0.50 per share for a gross total of approximately $848,000. 
 
On August 2, 2013, the Company's outstanding related party notes, previously discussed in Note 5, were amended to extend the maturity dates to June 29, 2015.
 
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis is based on, and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q .  This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report on Form 10-Q.   
 

 
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 COMPARED TO JUNE 30, 2012
 
Overview

Boston Therapeutics, headquartered in Manchester, NH, (OTC: BTHE) is a leader in the field of complex carbohydrate chemistry. The Company's initial product pipeline is focused on developing and commercializing therapeutic molecules for diabetes: PAZ320, a non-systemic chewable complex carbohydrate-based, drug candidate designed to moderate post-meal blood glucose; IPOXYN, an injectable, anti-necrosis drug specifically designed to treat lower limb ischemia associated with diabetes; SUGARDOWN®, a non-systemic tablet  designed to reduce the post prandial glucose in the blood, and BTI -7, a new, chewable dose form of the diabetes drug metformin hydrochloride.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, as of June 30, 2013 the Company has an accumulated deficit of approximately $3,884,000 and has negative working capital of approximately $285,000. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.
 
Management has plans to seek additional capital through private placements and public offerings of its common stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital, the Company may be required to cease operations.
 
These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
 
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Overall Results
 
Revenue
 
Revenue for the three and six month periods ended June 30, 2013 was $2,118 and $25,454, respectively, compared to $2,376 and $21,230, respectively, for the same periods in the prior year. Revenue from each period was from the sales of SUGARDOWN®.
 
Costs of Goods Sold
 
Cost of goods sold for the three and six months ended June 30, 2013 were $7,971 and $55,908, respectively, compared to $4,162 and $31,757, respectively, for the same periods in the prior year, an increase of $3,809 and $24,151, respectively. The increase for the six months ended June 30, 2013 in cost of goods sold relates to the shipment of product to the customer described above. The Company's negative gross profit is attributable to cost of goods sold out-pacing sales as a result of additional fixed costs related to the outsourced fulfillment operation, and manufacturing scale-up from small to production-grade equipment.
 
Operating Expenses
 
General and administrative expense for the three and six months ended June 30, 2013 was $421,570 and $949,470, respectively, compared to $139,435 and $263,971, respectively, for the same periods in the prior year, an increase of $282,135 and $685,499, respectively.  The increase in expenditures during the three month period ended June 30, 2013, as compared to the three month period ended June 30, 2012, relates primarily to an increase of approximately $153,000 in stock compensation expense as a result of increased stock option grants during fiscal 2012 and 2013, an increase of approximately $45,000 in payroll and payroll-related costs due to increased employee headcount, as well as an increase of approximately $28,000 in rent expense due to the Company’s new office facility. The remaining increase in expenditures during the period of approximately $56,000 relates to the Company’s increase in consulting and professional fee services engaged by the Company.   The increase in expenditures during the six month period ended June 30, 2013, as compared to the six month period ended June 30, 2012, relates primarily to an increase of approximately $301,000 in stock compensation expense due to increased stock option grants during fiscal 2012 and 2013, an increase of approximately $90,000 in payroll and payroll-related costs due to increased employee headcount, an increase in accounting and legal professional service fees of $221,000 due to increased business operations and agreement execution, as well as an increase of approximately $47,000 in rent expense due to the Company’s new office facility. The remaining increase in expenditures during the period of approximately $26,000 relates to the Company’s increase in consulting and additional professional fee services engaged by the Company.
 
Research and development expense for the three and six months ended June 30, 2013 was $19,822 and $48,483, respectively, compared to $67,924 and $119,552, respectively, for the same period in the prior year, a decrease of $48,102 and $71,069.  The decrease is primarily a result of reduced research and development activity during the first six months of 2013 as the Company tries to increase its sales and marketing activity.

Sales and marketing expense for the three and six months ended June 30, 2013 was $67,170 and $148,396, respectively, compared to $66,898 and $134,038, respectively, for the same periods in the prior year, an increase of $272 and $14,358, respectively.  The increase in six month activity relates primarily to increased efforts during the first quarter of fiscal 2013 focused around the advertising and promotion of the Company’s SUGARDOWN® product.

 
LIQUIDITY AND CAPITAL RESOURCES
 
As of June 30, 2013
 
As of June 30, 2013, we had cash of $12,761 and accounts payable and accrued expenses and other current liabilities of $535,973. On July 23, 2013, we raised $2,000,000 and on August 6, 2013, we raised approximately $848,000 in a private placement of unregistered common stock and warrants to purchase common stock. On August 2, 2013, the outstanding notes of $297,820 were amended to extend the maturity dates to June 29, 2015. The CEO and President intend to, but are not legally obligated, to fund the Company's operations in this manner until the Company raises sufficient capital. We have received minimal revenues from the SUGARDOWN® product.
 
 
14

 
 
We plan to seek additional capital through private placements and public offerings of our common stock.  There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital, the Company may be required to cease operations.
 
Our CEO and our President intend to provide minimal cash to fund critical needs once the proceeds of the private placement are exhausted and until additional shares are sold to raise capital or SUGARDOWN® or other products generate sufficient revenues to fund the operations of the Company.
 
Our CEO also contributed a provisional patent, a patent and know-how to the Company.  We intend to use these and other assets to attract investors in order to raise the capital required to fund operations.  Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.  In the future, we may be required to seek additional capital by selling debt or equity securities, and we may be required to cease operations, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency.  The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders.  We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
 
OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors. 

CRITICAL ACCOUNTING POLICIES

See Note 1 Summary of Significant Accounting Policies, of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 herein for a discussion of critical accounting policies.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information requested by this item, as provided by Regulation S-K Item 305(e). 
 
Item 4.  Controls and Procedures
 
Disclosure Controls and Procedures
 
Pursuant to Rules 13a-15(b) and 15-d-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (“CEO/CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures”, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon the evaluation of the disclosure controls and procedures at the end of the period covered by this report, the Company’s CEO/CFO concluded that the Company’s disclosure controls and procedures were not effective due to a material weakness in the Company’s internal control over financial reporting as discussed below.

 
15

 
 
Changes in Internal Control Over Financial Reporting

The Company has evaluated the changes in its internal control over financial reporting that occurred during the quarter ended June 30, 2013 and concluded that the following matters have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
As of June 30, 2013, there was a material weakness in the Company’s internal control over financial reporting due to the fact that the Company did not have a process established to ensure adequate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments in a timely fashion.
 
Although the Company has hired consultants to assist with SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s internal control over financial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.  The Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.




PART II - OTHER INFORMATION
 
 Item 1.  Legal Proceedings
   
  None.
   
Item 1A.  Risk Factors
   
  There have not been any material changes from the risk factors previously disclosed  in our  Annual Report on Form 10-K for the year ended December 31, 2012.
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
   
  None.
   
Item 3.  Defaults Upon Senior Securities
   
  None.
   
Item 4.  (Removed and Reserved)
   
   
Item 5.  Other Information
   
  None.
 
 
 
16

 
 
Item 6.  Exhibits
 
 
Exhibit No.
  
Title of Document
     
     
 
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended*
     
 
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended*
     
 
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer)**
     
 
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial Officer)**
     
101
 
The following financial statements from the Quarterly Report on Form 10-Q of Boston Therapeutics, Inc. for the quarter ended June 30, 2012 formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed  Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text.*
 
*Filed as an exhibit hereto.

**These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.

 
17

 
 
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
  
 
BOSTON THERAPEUTICS, INC.
 
       
Date:  August  9, 2013
By:
/s/ David Platt 
 
   
David Platt
 
   
Chief Executive Officer and Chief Financial Officer
 
 
 
 
 
 
18