Court Judgment: Kubby regains control of Cannex Therapeutics

In an agreed judgment [PDF] issued yesterday by the US District Court for the Eastern District of Texas, Sherman Division, Judge Richard A. Schell returned control of Cannex Therapeutics to Steve Kubby and associates.

The judgment notes that stock certificates allegedly issued for the purchase of Cannex Therapeutics, LLC by Cannabis Science, Inc., f/k/a Gulf Onshore, Inc. cannot be produced and cancels those certificates. The judgement further decrees that:

The Purchase Agreement and Control Shareholder Agreements are rescinded and cancelled, nunc pro tunc to the dates of execution, for any and all purposes.

Readers of IPR will recall (see previous stories here, here and here) that Kubby’s departure as CEO Cannabis Science, Inc. took place amid various claims and counterclaims — he claimed he resigned due to improprieties on the part of other company officials, the board claimed that he was fired under a cloud; CSI claimed to have purchased Cannex, Kubby claimed to have never received the shares he was entitled to for that purchase; etc.

Perhaps most importantly, CSI claimed ownership, due to the purchase, of intellectual properties developed by Kubby for Cannex. Kubby, along with fellow 2008 Libertarian Party presidential nomination candidate Dr. Mary Ruwart, has continued to develop those properties and has since filed patent applications on one or more of them.

This judgment seems to substantially support Kubby’s version of events, and to give Cannex clear title to the products and processes he’s developed.

22 thoughts on “Court Judgment: Kubby regains control of Cannex Therapeutics

  1. Michael Seebeck

    Can someone better sort out the players here for the sake of clarity?

  2. Thomas L. Knapp Post author

    Michael,

    In the beginning, there was Cannex Therapeutics, LLC. That was Steve Kubby’s brainchild, with Richard Cowan brought in as the business guy and some others (in particular Dr. Roger Melamede) as time went on (disclaimer: I did some contract writing work for Cannex at this stage, helping put together their business plan for presentation to prospective investors, etc.).

    At some point there was a deal with Gulf Onshore in which Gulf shares were to be paid to Kubby et. al. for the purchase of Cannex and its intellectual properties and such with shares of Gulf stock.

    This deal was effectively a merger — Gulf Onshore was to d/b/a as Cannabis Science, Inc. with Kubby as CEO, Cowan as Chief Financial Officer, Melamede as Chief Science Officer, etc.

    What happened next is a matter of debate.

    Kubby left Cannabis Science, Inc.

    Kubby claims he resigned after discovering that company monies were being misappropriated and/or unauthorized shares were being created and issued by someone named Raymond Dabney (presumably someone associated with Gulf Onshore) and after the board refused to put a stop to it.

    The board claims that Kubby was removed because he had used a small portion of the shares to which he was entitled as collateral for two personal loans (he couldn’t sell the shares until some date certain, and the loan agreements noted that, which seems to put the lie to that as cause for removal).

    In the meantime, K&D Equity Investments, which is apparently a majority, or at least large, stockholder in Gulf Onshore, claimed that the purchase of Cannex by Gulf should never have occurred without its consent, and went to court to reverse the action.

    At this point, the interests of K&D and those of Kubby/Cannex were plausibly aligned:

    K&D wanted out of the deal for some reason not known to me;

    Kubby wanted out of the deal because he had never received the shares he was due in the company in payment for Cannex the intellectual properties he had developed for Cannex, and because he had either resigned from for cause, or been removed from for cause, his position as CEO.

    This ruling gave both K&D and Kubby/Cannex what they wanted. My guess is that it left CSI/Cowan/Melamede/Dabney with nothing worth having.

  3. Mike Freedom

    I think the ruling is meaningless, CBIS operates in Colorado not Texas and is incorporated out of Nevada. Plus there is a major short position against the stock, which most likely is Kubby. This is just another scam to drive the price down and send it sky high again…

  4. Steve Kubby

    Since the original deal with Gulf Onshore and K&D, both Texas companies, was transacted in Texas, it is entirely proper for the US Federal Court to rule on this case. CBIS jurisdiction is irrelevant, since the documents to set it up were signed and now voided in Texas. Also, I do not have, nor have I ever had any stock in CBIS, nor am I holding any short position.

  5. Thomas L. Knapp

    “Mike Freedom” —

    That which has never been sky-high can’t be sent sky-high “again.”

    Anyone who was counting on the judgment to produce nice short returns was counting wrong. The stock went down from 14 cents per share to 13 in trading on Wednesday. That’s nowhere near its record low (six cents), and it’s never going to see its record high for the previous year ($1.44) again. Matter of fact, I’ll be surprised if it ever sees 14 cents again.

  6. Jose Melendez

    Steve,

    Please do something to free Marc Emery. Surely neither your nor Dr. Melamede’s company would exist had you remained behind bars.

    Respect.

    Jose Melendez
    DeLand, FL

  7. Jose Melendez

    For those who don’t know:

    Long before the Tea Bag Party, an activist and publisher, Marc Emery of Canada stood up for his and all of our rights and sold cannabis seeds in political protest of US marijuana laws.

    Today he is being punished for using the funds from his activism to promote legalization.

    He is currently imprisoned for five years, extradited from his home country despite laws that prohibit political persecutions; certainly the total fine had he been charged north of the border would have been a minor fine and no jail time.

    The law falsely claims: “Marijuana is classified as a Schedule I substance, §812(c), based on its high potential for abuse, no accepted medical use, and no accepted safety for use in medically supervised treatment, §812(b)(1). This classification renders the manufacture, distribution, or possession of marijuana a criminal offense. §§841(a)(1), 844(a). Pp. 6—11.”
    source: http://www.law.cornell.edu/supct/html/03-1454.ZS.html

    Millions have been arrested since DHHS applied for 2003 US Patent No. 6630507 in 1999, despite the title* of that federal document . . .

    Wait, what’s DHHS? At the top of this page:
    http://supersoberme.com has a direct link to the feedback page of the US Department of Health and Human Services, the federal agency that was issued 2003 US Patent No. 6630507, “Cannabinoids as antioxidants and neuroprotectants”, linked here:
    * source: http://tinyurl.com/classactionlawsuit

    Don’t just blog. Free Marc Emery:

    DHHS should remove raw cannabis from scheduling, it’s healthy food regardless of THC content and belongs untaxed as such. Artificial and manufactured cannabinoids may be appropriately listed in Schedule V.

    Correspondence to the Department of Justice, including the Attorney General, may be sent to:
    U.S. Department of Justice
    950 Pennsylvania Avenue, NW
    Washington, DC 20530-0001

    Or, call the Department of Justice Main Switchboard – 202-514-2000

    Office of the Attorney General Public Comment Line – 202-353-1555

    E-mails to the Department of Justice, including the Attorney General, may be sent to AskDOJ@usdoj.gov

    Here is the White House contact page:

    http://www.whitehouse.gov/contact

    Contact them respectfully and challenge their false claims directly.

    Better yet, get your lawyers to file suit. Drug War IS crime.

  8. I remember

    Marc Emery attacked Steve in his forum after Steve was deported from Canada frankly Marc Emery has done nothing for reform in America except sleep with Loretta and use his seed money to further his advertising and lifestyle. Criminals know how to hide asset’s Emery is a crook a hustler and womanizer. Marc Emery is only known among a very small percentage of drug users for selling seeds not activism.

  9. Jose Melendez

    It seems petty to post such frivolous gossip, but not my last post describing the Emery’s situation.

    Why not be humane, forgive the guy his sins and work toward a common goal?

    The other side wants us fighting each other, but if, for example, Steve Kubby and Dr. Bob Melamede were to work out an equitable business relationship that rises above previous issues, the resulting company would be quite powerful.

    Google Marc Emery. Free us all.

  10. Jose Melendez

    Here is approximately what I had posted days ago, it never made it past the spam filters, I suppose:

    Long before the Tea Bag Party, an activist and publisher, Marc Emery of Canada stood up for his and all of our rights and sold cannabis seeds in political protest of US marijuana laws.

    Today he is being punished for using the funds from his activism to promote legalization. His jailers claim his persecution is not political. Butt even though an FOIA request should have sufficed to obtain jail recordings, Emery has been in solitary confinement for days because he asked his wife to podcast her conversation with him for Cannabis Culture Magazine.

    He is imprisoned for five years, extradited from his home country despite laws that prohibit political persecutions; certainly the total fine had he been charged north of the border would have been a minor fine and no jail time.

    The law falsely claims: “Marijuana is classified as a Schedule I substance, §812(c), based on its high potential for abuse, no accepted medical use, and no accepted safety for use in medically supervised treatment, §812(b)(1). This classification renders the manufacture, distribution, or possession of marijuana a criminal offense. §§841(a)(1), 844(a). Pp. 6—11.”
    source: law.cornell.edu/supct/html/03-1454.ZS.html

    Millions have been arrested since DHHS applied for 2003 US Patent No. 6630507 in 1999, despite the title* of that federal document . . .

    Wait, what’s DHHS? At the top of this page:
    supersoberme.com has a direct link to the feedback page of the US Department of Health and Human Services, the federal agency that was issued 2003 US Patent No. 6630507, “Cannabinoids as antioxidants and neuroprotectants”, linked here:
    tinyurl.com/classactionlawsuit

    Don’t just blog. Free Marc Emery:

    DHHS should remove raw cannabis from scheduling, it’s healthy food regardless of THC content and belongs untaxed as such. Artificial and manufactured cannabinoids may be appropriately listed in Schedule V.

    Correspondence to the Department of Justice, including the Attorney General, may be sent to:
    U.S. Department of Justice
    950 Pennsylvania Avenue, NW
    Washington, DC 20530-0001

    Or, call the Department of Justice Main Switchboard – 202-514-2000

    Office of the Attorney General Public Comment Line – 202-353-1555

    E-mails to the Department of Justice, including the Attorney General, may be sent to AskDOJ@usdoj.gov

    Here is the White House contact page:

    whitehouse.gov/contact

    Contact them respectfully and challenge their false claims directly.

    Better yet, get your lawyers to file suit. Drug War IS crime.

  11. Jose Melendez

    Thanks, Thomas.

    I’m still trying to find someone who can reasonably explain how it’s legal to deny the indisputable facts of cannabis’ safe, medical use in the United States.

    How is cannabis _lawfully_ in schedule I? Anyone? Any attorney?

  12. ........ Don Lake and 'Politicshilliesisms'

    well, ask San Diego County GOP kiss up District Attorney (and one of my least favorite dog loving Lesbians) Bonnie Demannis ……..

    She has made it she secondary mission in (public) life to illegally interfer with federal and or state law on cannibus. (Here’s hoping she gets a well deserved scare of a friend or family needing such for health, happiness or life itself ………..

    Non smoker, pot proponent (pass the brownies please ……….)

    Want to hold a law (abusing) enforcement officer accountable for their actions ????????? Over her dead anti constitutional body, Mz ‘Public Service’ Bitch!)

  13. Political View

    I have been sitting by the side lines on this for a while now but in light of today’s press release, June 15th, 2010, I think that some light needs to be put on this situation.

    Richard Cowan in the press release states that Steve Kubby was fired “because of his questionable financial activities and his apparent inability to understand the basics of corporate governance for a public company.”

    I wonder if mister Cowan is aware of is inability to understand the basics of law. On June 8th’s decision ruling by U.S. district judge Richard A. Schell said “The Purchase Agreement and Control Shareholder Agreements are rescinded and cancelled, nunc pro tunc to the dates of execution for any and all purposes.”

    Nunc Pro Tunc as defined means Now for then. In general, a court ruling “nunc pro tunc” applies retroactively to correct an earlier ruling or descision.

    In this case it means this agreement never existed.

    Now if we look at this as the whole picture. Cannex (Steve Kubby) had the deal with K & D (Charlie Stidham) for the shell based on the now nunc pro tunc agreement. I didn’t see Cowan or Melamede in this agreement or ruling, so since the original deal is nunc pro tunc, Cannabis Science is, in theory, non-existant! The only reason these guys are able to keep the doors open and the lights on is that Mr. Stidham is allowing them to continue. That is probably for two reasons only. His vested interest in the shell and he doesn’t want hundreds of share holders raining on his parade.

    As for the quote in the press release from Charlie Stidham saying “To see them build the company this quickly having so many opportunities by far overshadows over any single lozenge, which now is obviously just a minimal part of the Cannabis Science big picture.”

    How have they built the company this quickly? What have they really done except dilute the stock like crazy. Where is the big picture? At least with the lozenge there was possible Worldwide distribution, corporate buyout possiblities where the shareholders would win big and a defined purpose. Not to mention and the reason I became interested was a possible cure to many illnesses in a proper delivery form.

    Need I remind everyone that medical cannabis is still federally illegal and could cause some difficulties in the industry and the future of CBIS in the days to come. That is being proven with many of the California dispensaries being raided and closed down. At least with the lozenge they were suppose to go for FDA approval and human trials which once proven and approved would be unstoppable. $$$

    As I see it now, Cannabis Science is nothing more than a smoke and mirrors show to help pay some corporate wannabes a yearly salary.
    Until they really show us otherwise, how can we believe anything they say?

    Show us the “BIG PICTURE”!

  14. Thomas L. Knapp

    JT,

    You put your finger on CBIS’s biggest problem with the quote from Stidham, specifically this:

    “any single lozenge, which now is obviously just a minimal part of the Cannabis Science big picture”

    With the nunc pro tunc cancellation of CBIS’s acquisition of Cannex, all the products/processes developed by Kubby now once again belong to Kubby, not to CBIS. Presumably any subsequently developed products/processes which rely on Kubby’s work would also be encumbered by his ownership of the intellectual properties involved. If CBIS is intimating otherwise to investors … well, caveat emptor, guys.

    It may be that CBIS has done some independent, unencumbered development since Kubby left the company, but that dismissive “any single lozenge” mark is an attempt to deflect attention from the fact that Kubby’s lozenge was pitched — in the press and presumably to investors — as CBIS’s central effort and flagship product.

  15. The Watcher

    Its worse than not having a lozenge, or a special strain, or what ever the “planned FDA filling” is. I am a investment consultant and was asked to evaluate CBIS about 3 months ago for a group looking to invest in the growing medical marijuana industry.

    I found out a few things in my research. First an for most CBIS doesn’t have a laboratory! I asked to be taken on a tour of their facilities, and they don’t have a lab they can take you on a tour through. Thats right, a biotechnology with out a lab, red flags for me at least. Dr. Bob was officed out of the university of colorado at the time, not sure if that is still the case. The whole conversation was “we will soon”. They have been trading for at least a year. Where has all that investment money gone?

    The dispensary and grow operation they “purchased” (word is it was a straight stock deal. someone lost out on that one) was on the verge of going out of business. It does not have the best of reputations in the industry either. It is also located in one of the most competitive areas of denver. Not sure how it will fare under the new legislation in Colorado.

    The newest “deal” with the montana group was after I did my research, but it is only a 450 customer facility. In montana. An average retail center in Colorado has at least 500 clients, and most of them are hurting right now. My bet is it is another stock deal.

    Out of the whole operation Dr. Bob is probably the most honest and legitimate person involved, but he is a figurehead for the operation in my opinion.

    In the end, if they would just post what their actual business model is, or at least what they actually researching, manufacturing, or selling, i would give them a second look. Until they stop putting out press releases that only talk about the soap opera that is their board, or their pie in the sky plans for the future, I wouldn’t touch the stock.

    Publish a research paper. Actually file a patent. At least have a laboratory, if you are going to sell yourself as a biotech. Thats just embarrassing. Anything, give me a real data point to put on the spread sheet.

  16. Ron

    Does anyone know of any dispenseries that are publicly traded on the American Echanges: NYSE, NASDAQ, ETC other than CBIS

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