Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2016 | Mar. 07, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PharmaCyte Biotech, Inc. | |
Entity Central Index Key | 1,157,075 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 772,083,226 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Current Reporting Status | Yes | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Current Assets: | ||
Cash | $ 2,863,982 | $ 2,699,737 |
Prepaid expenses and other current assets | 8,419 | 1,468,281 |
Total current assets | 2,872,401 | 4,168,018 |
Other assets: | ||
Intangibles | 3,549,427 | 3,549,427 |
Investment in SG Austria | 1,572,193 | 1,572,193 |
Other assets | 7,854 | 7,854 |
Total other assets | 5,129,474 | 5,129,474 |
Total Assets | 8,001,875 | 9,297,492 |
Current Liabilities: | ||
Accounts payable | 697,324 | 496,699 |
Accrued expenses | 68,122 | 23,667 |
License agreement obligation | 300,000 | 1,000,000 |
Total current liabilities | 1,065,446 | 1,520,366 |
Total Liabilities | $ 1,065,446 | $ 1,520,366 |
Commitments and Contingencies (Notes 7 and 9) | ||
Preferred stock, authorized 10,000,000 shares, $0.0001 par value, 0 shares issued and outstanding, respectively | $ 0 | $ 0 |
Stockholders' Equity | ||
Common stock, authorized 1,490,000,000 shares, $0.0001 par value, 771,363,826 and 732,760,536 shares issued and outstanding as of January 31, 2016 and April 30, 2015, respectively | 77,140 | 73,273 |
Additional paid in capital | 90,427,053 | 86,330,224 |
Accumulated deficit | (83,569,553) | (78,627,833) |
Accumulated other comprehensive income | 1,789 | 1,462 |
Total stockholders' equity | 6,936,429 | 7,777,126 |
Total Liabilities and Stockholders' Equity | $ 8,001,875 | $ 9,297,492 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2016 | Apr. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,490,000,000 | 1,490,000,000 |
Common stock issued | 771,363,826 | 732,760,536 |
Common stock, outstanding | 771,363,826 | 732,760,536 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Revenues: | ||||
Product sales | $ 0 | $ 0 | $ 0 | $ 0 |
Total revenue | 0 | 0 | 0 | 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Operating Expenses: | ||||
Research and development costs | 573,978 | 273,804 | 1,169,367 | 621,567 |
Sales and marketing | 0 | 0 | 0 | 230,500 |
Compensation expense | 465,889 | 204,200 | 1,313,966 | 5,298,372 |
Director fees | 9,000 | 0 | 36,000 | 0 |
Legal and professional | 172,295 | 236,477 | 355,358 | 850,571 |
General and administrative | 570,989 | 742,073 | 2,067,592 | 2,284,143 |
Total operating expenses | 1,792,151 | 1,456,554 | 4,942,283 | 9,285,153 |
Loss from operations | (1,792,151) | (1,456,554) | (4,942,283) | (9,285,153) |
Other income (expense): | ||||
Gain on settlement of stock recoveries | 0 | 0 | 0 | 2,183,332 |
Other income, net | 1,180 | 22 | 1,515 | 1,518 |
Interest expense, net | (126) | (1,518) | (952) | (6,243) |
Total other income (expense), net | 1,054 | (1,496) | 563 | 2,178,606 |
Net loss | $ (1,791,097) | $ (1,458,050) | $ (4,941,720) | $ (7,106,547) |
Basic and diluted loss per share | $ 0 | $ 0 | $ (.01) | $ (.01) |
Weighted average shares outstanding basic and diluted | 756,637,143 | 696,145,901 | 746,637,216 | 702,640,051 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,791,097) | $ (1,458,050) | $ (4,941,720) | $ (7,106,547) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 202 | 0 | 1,789 | 0 |
Other comprehensive income | 202 | 0 | 1,789 | 0 |
Comprehensive loss | $ (1,790,895) | $ (1,458,050) | $ (4,939,931) | $ (7,106,547) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (4,941,720) | $ (7,106,547) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 443,684 | 665,205 |
Stock issued for compensation | 309,240 | 567,550 |
Stock based compensation - options | 499,836 | 4,307,822 |
Stock based compensation - warrants | 905,340 | 100,000 |
Gain on recovery of stock for services | 0 | (2,183,332) |
Change in assets and liabilities: | ||
Decrease in prepaid expenses and other current assets | 110,838 | 31,926 |
Increase / (decrease) in accounts payable | 200,623 | 187,749 |
Increase / (decrease) in accrued expenses | 44,455 | (5,085) |
Decrease in license agreement obligation | (700,000) | (33,960) |
Net cash used in operating activities | (3,127,704) | (3,468,672) |
Cash flows from investing activities: | ||
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock | 3,291,622 | 954,877 |
Repayment of debt, related parties | 0 | (143,859) |
Net cash provided by financing activities | 3,291,622 | 811,018 |
Effect of currency rate exchange on cash | 327 | 0 |
Net increase (decrease) in cash | 164,245 | (2,657,654) |
Cash at beginning of the period | 2,699,737 | 3,616,470 |
Cash at end of the period | 2,863,982 | 958,816 |
Supplementary disclosures of cash flows information: | ||
Cash paid during the period for interest | $ 826 | $ 1,518 |
1. NATURE OF BUSINESS
1. NATURE OF BUSINESS | 9 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | In 2013, the Company restructured its operations in an effort to focus on biotechnology, having been a nutraceutical products company in the recent past. The restructuring resulted in the Company focusing all of its efforts upon the development of a unique, effective and safe way to treat cancer and diabetes. On January 6, 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to better reflect the nature of its business. The Company is now a clinical stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes using a proprietary cellulose-based live cell encapsulation technology known as Cell-in-a-Box ® On May 26, 2011, the Company entered into an Asset Purchase Agreement (SG Austria APA) with SG Austria Private Limited (SG Austria) to purchase 100% of the assets and liabilities of SG Austria. As a result, Austrianova Singapore Private Limited ("Austrianova") and Bio Blue Bird AG ("Bio Blue Bird"), wholly-owned subsidiaries of SG Austria, were to become wholly-owned subsidiaries of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares of the Companys common stock. The Company was to receive 100,000 shares of Austrianovas common stock and nine Bio Blue Bird bearer shares representing 100% of the ownership of Bio Blue Bird. Through two addenda to the SG Austria APA, the closing date of the SG Austria APA was extended twice by agreement between the parties. Effective as of June 25, 2013, the Company and SG Austria entered into a Third Addendum to the SG Austria APA (Third Addendum). The Third Addendum materially changed the transaction contemplated by the SG Austria APA. Under the Third Addendum, the Company acquired 100% of the equity interests in Bio Blue Bird and received a 14.5% equity interest in SG Austria. In addition, the Company received nine bearer shares of Bio Blue Bird to reflect the Companys 100% ownership of Bio Blue Bird. The Company paid: (i) $500,000 to retire all outstanding debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company also paid SG Austria $1,572,193 in exchange for the 14.5% equity interest of SG Austria. The new transaction required SG Austria to return to the Company the 100,000,000 shares of common stock held by SG Austria and the Company to return to SG Austria the 100,000 shares of common stock of Austrianova held by the Company. Effective as of June 25, 2013, the Company and SG Austria entered into a Clarification Agreement to the Third Addendum to clarify and include certain language that was inadvertently left out of the Third Addendum. The Third Addendum provides the Company with an exclusive, worldwide license to use the Cell-in-a-Box ® ® Effective as of June 25, 2013, the Company also acquired from Austrianova an exclusive, worldwide license, with a right to sublicense, to use the Cell-in-a-Box ® ® In October 2014, the Company acquired from the University of Technology Sydney (UTS) an exclusive, worldwide license to use genetically modified human cells (Melligen Cells) that have been modified to produce, store and release insulin in response to blood glucose levels in their surroundings. In addition, the Company obtained the non-exclusive worldwide rights to know-how associated with the Melligen cells. The Company is in the process of developing a treatment for insulin-dependent diabetes by encapsulating the Melligen cells using the Cell-in-a-Box ® Effective as of December 1, 2014, the Company acquired from Austrianova an exclusive, worldwide license to use the Cell-in-a-Box ® Cannabis ® |
2. MANAGEMENT PLANS
2. MANAGEMENT PLANS | 9 Months Ended |
Jan. 31, 2016 | |
Management Plans | |
MANAGEMENT PLANS | Management Goal and Strategies The Companys goal is to have the Company become an industry-leading biotechnology company using the Cell-in-a-Box ® The Companys strategies to achieve this goal consist of the following: · The completion of the preparations for a Phase 2b clinical trial in advanced, inoperable non-metastatic pancreatic cancer and its associated pain to be conducted by Translational Drug Development, LLC (TD2) in the United States with study sites in Europe and Australia; · The completion of the preparations for a clinical trial that will examine the effectiveness of the Companys pancreatic cancer treatment in reducing the production and accumulation of malignant ascites fluid in the abdomen that is characteristic of pancreatic and other abdominal cancers. This clinical trial will be conducted by TD2 in the United States; · The completion of preclinical studies that involve the encapsulation of the Melligen cells using the Cell-in-a-Box ® · The enhancement of the Companys ability to expand into the biotechnology arena through further research and partnering agreements in cancer and diabetes; · The acquisition of contracts that generate revenue or provide research and development capital utilizing the Companys sublicensing rights; · The further development of uses of the Cell-in-a-Box ® · The completion of testing, expansion and marketing of existing and newly derived product candidates. |
3. SUMMARY OF SIGNIFICANT ACCOU
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | This Quarterly Report on Form 10-Q for the period ended January 31, 2016 (Report) should be read in conjunction with the Companys Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (Commission) on July 29, 2015, Amendment No. 1 to the Annual Report on Form 10-K/A filed with the Commission on January 19, 2016, Amendment No. 2 to the Annual Report on Form 10-K/A filed with the Commission on January 19, 2016, and Amendment No. 3 to the Annual Report on Form 10-K/A filed with the Commission on March 2, 2016. Unless the context otherwise requires, references in these notes are to the unaudited condensed consolidated financial statements of the Company and its consolidated subsidiaries. Principles of Consolidation and Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and the rules and regulations of the Commission. Intercompany balances and transactions are eliminated. In the opinion of the Companys management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Companys 14.5% investment in SG Austria is presented on the cost method of accounting. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Companys condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Companys condensed consolidated financial position and results of operations. Goodwill and Intangible Assets The Company records the excess of purchase price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived intangibles. The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its fiscal year. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or recorded during the period ended January 31, 2016. Earnings per Share Basic earnings (loss) per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. For the periods ended January 31, 2016 and 2015, the Company incurred net losses; therefore, the effect of any common stock equivalent would be anti-dilutive during these periods. The following table presents the shares excluded from the calculation of fully diluted earnings per share for the periods indicated: Three Months Ended January 31, Nine Months Ended January 31, 2016 2015 2016 2015 Excluded options 68,050,000 25,000,000 68,050,000 25,000,000 Excluded warrants 84,969,908 57,969,908 84,969,908 57,969,908 Total excluded options and warrants 153,021,924 82,971,923 153,021,924 82,971,923 Fair Value of Financial Instruments For certain of the Companys non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to the short-term maturities of these instruments. Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. This is because of the short period of time between the origination of such instruments, their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. Revenue Recognition Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in managements judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in the United States and certain other jurisdictions. This is because it is susceptible to change, may or may not occur and the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Companys net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Companys policy, and because of the Companys history of operating losses, the Company does not currently recognize the benefit of all of its deferred tax assets, including tax loss carry forwards, that may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the Companys statements of operations. The Company accounts for its uncertain tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for uncertain tax positions recognized. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute of limitations expires. Positions previously recognized are reversed when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. Research and Development Research and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Companys product candidates is expensed as incurred until technological feasibility has been established. Stock-Based Compensation The Companys stock-based employee compensation awards are described in Note 6. The Company has adopted the provisions of ASC 718, which requires the fair value measurement and recognition of compensation expense for all stock-based awards made to directors, executives and employees. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $2,614,000 at January 31, 2016. The Company has not experienced any losses in such accounts, and management believes it is not exposed to any significant credit risk on cash. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters Reclassification Certain prior year balances have been reclassified to conform to the presentation in this Report, with no changes in net loss for prior periods presented. Recent Accounting Pronouncements Accounting Standards Update ("ASU") No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ASU No. 2016-02, Leases |
4. LICENSE AGREEMENT OBLIGATION
4. LICENSE AGREEMENT OBLIGATION | 9 Months Ended |
Jan. 31, 2016 | |
Research and Development [Abstract] | |
4. LICENSE AGREEMENT OBLIGATION | The Company entered into a licensing agreement for a license to use the Cell-in-a-Box ® Cannabis |
5. COMMON STOCK TRANSACTIONS
5. COMMON STOCK TRANSACTIONS | 9 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
COMMON STOCK TRANSACTIONS | The Company issued 3,600,000 shares of common stock to officers as part of their compensation agreements in the year ended April 30, 2015. These shares vest on a quarterly basis over a twelve-month period. During the nine months ended January 31, 2016, 2,700,000 shares vested and the Company recorded a non-cash compensation expense of $232,200. There were no unvested shares as of January 31, 2016 related to these compensation agreements. The Company issued 1,200,000 shares of common stock to an employee as part of an employee agreement in the year ended April 30, 2015. These shares vest on a quarterly basis over a twelve-month period. During the nine months ended January 31, 2016, 900,000 shares vested and the Company recorded a non-cash expense of $77,400. There were no unvested shares as of January 31, 2016 related to this compensation agreement. The Company awarded 3,600,000 shares of common stock to officers as part of their compensation agreements for 2016. These shares vest on a quarterly basis over a twelve month period and are subject to their continuing service under the agreements. The Company will record a non-cash compensation expense as the shares vest. As of January 31, 2016, these shares had not been issued and have not vested. The Company awarded 1,200,000 shares of common stock to an employee as part of his compensation agreement for 2016. These shares vest on a quarterly basis over a twelve-month period and are subject to the employee providing services under the agreement. The Company will record a non-cash compensation expense as the shares vest. As of January 31, 2016, these shares had not been issued and have not vested. During the three months ended January 31, 2016, the Company entered into two Stock and Warrant Purchase Agreements (Stock and Warrant Purchase Agreements) with investors (Investors) and closed a private placement to the Investors. Pursuant to the Stock and Warrant Purchase Agreements, the Company sold to the Investors, in equal amounts, an aggregate of 17,000,000 shares of its unregistered common stock, and also sold to the Investors, in equal amounts, unregistered warrants to purchase an aggregate of 17,000,000 shares of the Companys unregistered common stock, for $1,020,000 in aggregate gross proceeds (see Note 6). The shares listed above were issued without registration under the Securities Act of 1933, as amended (Securities Act), in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder (Regulation D). During the nine months ended January 31, 2016, the Company sold and issued approximately 21.6 million shares of its common stock pursuant to its Form S-3 Registration Statement, as amended, at prices ranging from $0.06 to $0.16 per share. The Company received net proceeds of approximately $2.8 million from the sale of these shares. |
6. STOCK OPTIONS AND WARRANTS
6. STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | Stock Options As of January 31, 2016, the Company had outstanding stock options held by its directors, officers and an employee that were issued pursuant to compensation and director agreements. The Company has adopted the provisions of ASC 718, Compensation-Stock The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model. The Companys computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For stock option grants issued during the periods ended January 31, 2016 and 2015, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Companys stock options of five years with the average vesting term of two and one sixth years for an average of two and two third years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. No amounts relating to employee stock-based compensation have been capitalized. Presented below is the Companys stock option activity for employees and directors: A summary of the activity for unvested employee stock options during the nine months ended January 31, 2016 is presented below: Options Outstanding Weighted Average Grant Date Fair Value per Share Non-vested, April 30, 2015 6,600,000 $ 0.10 Granted 15,600,000 0.06 Vested 6,700,000 0.08 Non-vested, January 31, 2016 15,500,000 $ 0.08 The Company recorded approximately $209,000 and $500,000 and $0 and $0 of non-cash charges related to the vesting of stock options to certain directors and an employee in exchange for services during the three months and nine months ended January 31, 2016 and 2015, respectively. At January 31, 2016, there remained approximately $801,000 of unrecognized compensation expense related to unvested employee stock options to be recognized as expense over a weighted-average period of one year. The following table summarizes ranges of the Companys outstanding stock options at January 31, 2016: Exercise Price Exercise Price $ 0.19 $ 0.11 $ 0.18 $ 0.063 Number of Options 25,000,000 27,200,000 250,000 15,600,000 Weighted Average Remaining Contractual Life (years) 3.67 3.92 4.22 4.92 Weighted Average Stock Price $ 0.19 $ 0.11 $ 0.18 0.063 Number of Options Exercisable 25,000,000 27,200,000 250,000 15,600,000 Weighted Average Contractual Life (years) 5 5 5 5 Weighted Average Exercise Price $ 0.19 $ 0.11 $ 0.18 $ 0.063 The aggregate intrinsic value of outstanding options as of January 31, 2016 was approximately $30,000. This represents options whose exercise price was less than the closing fair market value of the Companys common stock on January 31, 2016 of approximately $0.065 per share. Warrants The warrants issued by the Company are classified as equity. The fair value of the warrants calculated at the time of issuance was recorded as an increase to additional-paid-in-capital, and no further adjustments were made. For stock warrants paid in consideration of services rendered by non-employees, the Company recognizes consulting expense in accordance with the requirements of ASC 505-50, as amended. On December 31, 2015, warrants to purchase 5,000,000 shares of unregistered common stock of the Company expired. The warrant agreement was dated March 23, 2015 and the terms stated the exercise price of warrants was $0.11 per share. On January 7, 2016, the Company entered into two Stock and Warrant Purchase Agreements with the Investors and closed a private placement to the Investors. Pursuant to the Stock and Warrant Purchase Agreements, the Company sold to the Investors, in equal amounts, an aggregate of seventeen million (17,000,000) shares of its unregistered common stock, and also sold to the Investors, in equal amounts, unregistered warrants to purchase an additional total of seventeen million (17,000,000) shares of its unregistered common stock, for $1,020,000 in aggregate gross proceeds. The terms of the Stock and Warrant Purchase Agreements for these warrants state the exercise price is $0.12 per share and the expiration date of these warrants is January 7, 2021 (5 years). Using the Black Scholes warrant pricing model, the Company determined the aggregate value of these warrants to be approximately $967,000. These warrants have a cashless exercise feature. A summary of the Companys warrant activity and related information for the nine months ended January 31, 2016 are shown below: Warrants Weighted Average Price Weighted Average Fair Value Outstanding, April 30, 2015 72,969,908 $ 0.17 $ 0.08 Issued 17,000,000 0.12 0.12 Expired (5,000,000 ) 0.11 0.11 Outstanding, January 31, 2016 84,969,908 0.16 0.08 Exercisable, January 31, 2016 84,969,908 $ 0.16 $ 0.08 The following table summarizes additional information concerning warrants outstanding and exercisable at January 31, 2016: Exercise Prices Number of Warrant Shares Exercisable at January 31, 2016 Weighted Average Remaining Contractual Life Exercisable Weighted Average Exercise Price Five Year Term - $0.08 1,056,000 1.69 Five Year Term - $0.12 35,347,508 3.41 Five Year Term - $0.18 19,811,200 1.91 Five Year Term - $0.25 18,755,200 1.93 Five Year Term - $0.11 10,000,000 4.15 Total 84,969,908 2.80 $ 0.16 |
7. LEGAL PROCEEDINGS
7. LEGAL PROCEEDINGS | 9 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | The Company is not currently a party to any pending legal proceedings, material or otherwise. There are no legal proceedings to which any property of the Company is subject. However, in the past the Company has been the subject of litigation, claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, none of these had a material adverse effect on the Companys unaudited condensed consolidated financial position, operations and cash flows presented in this Report. |
8. RELATED PARTY TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company had the following related party transactions: The Company owns 14.5% of the equity in SG Austria. This equity interest is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand Ltd. For the three months and nine months ending January 31, 2016, the Company has purchased products from these subsidiaries in the approximate amount of $122,000 and $325,000 and for the three months and nine months ending January 31, 2015, $0 and $6,000, respectively. Effective April 1, 2014, the Company entered into a consulting agreement with Vin-de-Bona Trading Company Pte Ltd. (Vin-de-Bona) to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Dr. Walter H. Günzburg and Dr. Brian Salmons, who are each an officer of SG Austria. The term of the agreement is for 12 months, which is automatically renewed for successive 12 month terms. After the initial term, either party has the right to terminate the consulting agreement by giving the other party 30 days written notice before the effective date of termination. For the three months and nine months ending January 31, 2016, the amounts the Company paid Vin-de-Bona for consulting services were approximately $21,000 and $40,000 and for the three months and nine months ending January 31, 2015, approximately $49,000 and $58,000, respectively. Under the Cannabis Licensing Agreement, the Company is required to pay Austrianova an Upfront Payment of $2,000,000. The Company has the right to make periodic monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties prior to each such payment being made. Effective October 19, 2015, the parties extended the date by which the Upfront Payment must be made until June 30, 2016. As of January 31, 2016, the Company has paid Austrianova $1,700,000 of the Upfront Payment (see Note 4). With the exception of Thomas Liquard, the Board has determined that none of the Companys directors satisfies the definition of an Independent Director as established in the NASDAQ Marketplace Rules. Mr. Liquard has been determined by the Board to be an Independent Director. |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments to the third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development life-cycle of the pharmaceutical product, such as approval of the product for marketing by a regulatory agency. If required by its license agreements, the Company may have to make royalty payments based upon a percentage of the sales of its products in the event that regulatory approval for marketing is obtained. Office Lease The Company currently leases office space at 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904. The lease is due to expire on July 31, 2016. Rent expense for the three months and nine months ended January 31, 2016 and 2015 was $13,852 and $43,464 and $12,498 and $37,905, respectively. The future minimum payments are presented in the table as follows: Period ending, January 31, Amount 2016 $ 25,746 $ 25,746 Third Addendum The Third Addendum requires the Company to pay SG Austria future royalty and milestone payments as follows: (i) a 2% royalty payment on all gross sales; (ii) a 10% royalty payment on all gross revenues from sublicensing; (iii) a milestone payment of $100,000 after enrollment of the first human patient in the first clinical trial for each product; (iv) a milestone payment of $300,000 after the enrollment of the first human patient in the first Phase 3 clinical trial; and (v) a milestone payment of $800,000 after obtaining a marketing authorization from a regulatory agency. Additional milestone payments of $50,000 after the enrollment of the first veterinary patient for each product and $300,000 after obtaining marketing authorization for each veterinary product are also required to be paid to SG Austria. Licensing Agreements Diabetes Licensing Agreement The Diabetes Licensing Agreement requires the Company to pay Austrianova, pursuant to a manufacturing agreement between the parties, a one-time manufacturing setup fee in the amount of $633,144 of which 50% is required to be paid on the signing of a manufacturing agreement for a product and 50% is required to be paid three months later. In addition, the Diabetes Licensing Agreement requires the Company to pay a fee for producing the final encapsulated cell product of $633 per vial of 300 capsules after production with a minimum purchased batch size of 400 vials of any Cell-in-a-Box ® The Diabetes Licensing Agreement requires the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of the gross sale of all products the Company sells; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensee on the gross sales by the sub-licensee; (iii) a milestone payment of $100,000 within 30 days of beginning the first pre-clinical study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment of the first human patient in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of the first human patient in the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 within 60 days after obtaining approval of a Biologics License Application (BLA) or a Marketing Authorization (MA) or its equivalent based on the country in which it is accepted for each product. The first milestone payment of $100,000 was paid on October 15, 2015 for the pre-clinical study using the encapsulated cells. Melligen Cell License Agreement The Melligen Cell License Agreement does not require an initial payment to UTS. The Company is required to pay UTS a patent administration fee of 15% on all amounts paid by UTS to prosecute and maintain patents related to the Melligen cells. The Melligen Cell License Agreement requires that the Company pay royalty payments to UTS of (i) 6% gross revenue on product sales; and (ii) 25% of gross revenues if the product is sub-licensed by the Company. In addition, the Company is required to pay milestone payments of: (iii) AU$ 50,000 at the successful conclusion of a preclinical study; (iv) AU$ 100,000 at the successful conclusion of a Phase 1 clinical trial; (v) AU$ 450,000 at the successful conclusion of a Phase 2 clinical trial; and (vi) AU$ 3,000,000 at the successful conclusion of a Phase 3 clinical trial. Cannabis Licensing Agreement Under the Cannabis Licensing Agreement, the Company is required to pay Austrianova an Upfront Payment of $2,000,000. The Company has the right to make periodic monthly partial payments of the Upfront Payment in amounts to be agreed upon between the parties prior to each such payment being made. Pursuant to a First Amendment to Licensing Agreement, the Upfront Payment due date was extended to December 31, 2015. Pursuant to a Second Amendment to Licensing Agreement, the Upfront Payment due date was extended to June 30, 2016. As of the January 31, 2016, the Company has paid Austrianova $1,700,000 of the Upfront Payment (see Notes 4 and 8). The Cannabis Licensing Agreement requires the Company to pay Austrianova, pursuant to a manufacturing agreement planned to be entered into between the parties at a future date, a one-time manufacturing setup fee in the amount of $800,000, of which 50% is required to be paid on the signing of a manufacturing agreement for a product and 50% is required to be paid three months later. In addition, the Cannabis Licensing Agreement requires the Company to pay a fee for producing the final encapsulated cell product of $800 per vial of 300 capsules after production with a minimum purchased batch size of 400 vials of any Cell-in-a-Box ® The Cannabis Licensing Agreement requires the Company to make future royalty and milestone payments as follows: (i) a 10% royalty payment of the gross sales of all products sold by the Company; (ii) a 20% royalty payment of the amount received by the Company from a sub-licensees on a sub-licensees gross sales of the sublicensed products; (iii) a milestone payment of $100,000 within 30 days of beginning the first pre-clinical study using the encapsulated cells; (iv) a milestone payment of $500,000 within 30 days after enrollment of the first human patient in the first clinical trial; (v) a milestone payment of $800,000 within 30 days after enrollment of the first human patient in the first Phase 3 clinical trial; and (vi) a milestone payment of $1,000,000 due 90 days after obtaining approval of a BLA or a MA or its equivalent based on the country in which it is accepted for each product. Bavarian Nordic/GSF License Agreement The Company is required to pay Bavarian Nordic/GSF a 4.5% royalty payment on the Companys net sales for each product the Company develops that uses the genetically modified cells licensed from Bavarian Nordic/GSF. |
10. INCOME TAXES
10. INCOME TAXES | 9 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company had no income tax expense for the three months and nine months ended January 31, 2016 and 2015, respectively. During the nine months ended January 31, 2016 and 2015, the Company had a net operating loss (NOL) for each period which generated deferred tax assets for NOL carryforwards. The Company provided valuation allowances against the net deferred tax assets including the deferred tax assets for NOL carryforwards. Valuation allowances provided for the net deferred tax asset increased by approximately $1,098,000 and $11,000 for the nine months ended January 31, 2016 and 2015, respectively. There was no material difference between the effective tax rate and the projected blended statutory tax rate for the quarters ended January 31, 2016 and 2015. In assessing the realization of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred asset will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on the available objective evidence, including the history of operating losses and the uncertainty of generating future taxable income, management believes it is more likely than not that the net deferred tax assets at January 31, 2016 will not be fully realizable. Accordingly, management has maintained a valuation allowance against the net deferred tax asset at January 31, 2016. There have been no changes to the Companys liability for unrecognized tax benefits during the period ended January 31, 2016. The Companys policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the periods ended January 31, 2016 and 2015, the Company had accrued no interest or penalties related to uncertain tax positions. See Note 13 of Notes to Consolidated Financial Statements included in Amendment No. 3 to the Companys Annual Report on Form 10-K/A for the year ended April 30, 2015 for additional information regarding income taxes. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 9 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On February 17, 2016, the Company made a payment of $100,000 to Austrianova pursuant to the Cannabis Licensing Agreement. The Company is obligated to make additional payments of $200,000 to Austrianova under the Cannabis License Agreement by June 30, 2016. From February 1, 2016 to February 22, 2016, the Company issued 719,400 shares of common stock under its Form S-3 Registration Statement, as amended. The issuance of the shares resulted in gross proceeds to the Company of approximately $45,000. |
3. SUMMARY OF SIGNIFICANT ACC18
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and the rules and regulations of the Commission. Intercompany balances and transactions are eliminated. In the opinion of the Companys management, the unaudited condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Companys 14.5% investment in SG Austria is presented on the cost method of accounting. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Companys condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Companys condensed consolidated financial position and results of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company records the excess of purchase price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived intangibles. The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its fiscal year. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or recorded during the period ended January 31, 2016. |
Earnings per Share | Earnings per Share Basic earnings (loss) per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. For the periods ended January 31, 2016 and 2015, the Company incurred net losses; therefore, the effect of any common stock equivalent would be anti-dilutive during these periods. The following table presents the shares excluded from the calculation of fully diluted earnings per share for the periods indicated: Three Months Ended January 31, Nine Months Ended January 31, 2016 2015 2016 2015 Excluded options 68,050,000 25,000,000 68,050,000 25,000,000 Excluded warrants 84,969,908 57,969,908 84,969,908 57,969,908 Total excluded options and warrants 153,021,924 82,971,923 153,021,924 82,971,923 |
Fair value of Financial Instruments | Fair Value of Financial Instruments For certain of the Companys non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to the short-term maturities of these instruments. Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. This is because of the short period of time between the origination of such instruments, their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. |
Revenue Recognition | Revenue Recognition Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. |
Income Taxes | Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in managements judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based, among other things, on an estimate of future taxable income in the United States and certain other jurisdictions. This is because it is susceptible to change, may or may not occur and the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Companys net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Companys policy, and because of the Companys history of operating losses, the Company does not currently recognize the benefit of all of its deferred tax assets, including tax loss carry forwards, that may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the Companys statements of operations. The Company accounts for its uncertain tax positions in accordance with U.S. GAAP. The purpose of this method is to clarify accounting for uncertain tax positions recognized. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute of limitations expires. Positions previously recognized are reversed when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. |
Research and Development | Research and Development Research and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Companys product candidates is expensed as incurred until technological feasibility has been established. |
Stock-Based Compensation | Stock-Based Compensation The Companys stock-based employee compensation awards are described in Note 6. The Company has adopted the provisions of ASC 718, which requires the fair value measurement and recognition of compensation expense for all stock-based awards made to directors, executives and employees. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $2,614,000 at January 31, 2016. The Company has not experienced any losses in such accounts, and management believes it is not exposed to any significant credit risk on cash. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters |
Reclassifications | Reclassification Certain prior year balances have been reclassified to conform to the presentation in this Report, with no changes in net loss for prior periods presented. |
Recent accounting pronouncements | Recent Accounting Pronouncements Accounting Standards Update ("ASU") No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ASU No. 2016-02, Leases |
3. SUMMARY OF SIGNIFICANT ACC19
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Shares excluded from fully diluted earnings calculation | Three Months Ended January 31, Nine Months Ended January 31, 2016 2015 2016 2015 Excluded options 68,050,000 25,000,000 68,050,000 25,000,000 Excluded warrants 84,969,908 57,969,908 84,969,908 57,969,908 Total excluded options and warrants 153,021,924 82,971,923 153,021,924 82,971,923 |
6. STOCK OPTIONS AND WARRANTS (
6. STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested employee stock option activity | Options Outstanding Weighted Average Grant Date Fair Value per Share Non-vested, April 30, 2015 6,600,000 $ 0.10 Granted 15,600,000 0.06 Vested 6,700,000 0.08 Non-vested, January 31, 2016 15,500,000 $ 0.08 |
Range of outstanding stock options | Exercise Price Exercise Price $ 0.19 $ 0.11 $ 0.18 $ 0.063 Number of Options 25,000,000 27,200,000 250,000 15,600,000 Weighted Average Remaining Contractual Life (years) 3.67 3.92 4.22 4.92 Weighted Average Stock Price $ 0.19 $ 0.11 $ 0.18 0.063 Number of Options Exercisable 25,000,000 27,200,000 250,000 15,600,000 Weighted Average Contractual Life (years) 5 5 5 5 Weighted Average Exercise Price $ 0.19 $ 0.11 $ 0.18 $ 0.063 |
Warrant activity | Warrants Weighted Average Price Weighted Average Fair Value Outstanding, April 30, 2015 72,969,908 $ 0.17 $ 0.08 Issued 17,000,000 0.12 0.12 Expired (5,000,000 ) 0.11 0.11 Outstanding, January 31, 2016 84,969,908 0.16 0.08 Exercisable, January 31, 2016 84,969,908 $ 0.16 $ 0.08 |
Schedule of warrants outstanding by exercise range | Exercise Prices Number of Warrant Shares Exercisable at January 31, 2016 Weighted Average Remaining Contractual Life Exercisable Weighted Average Exercise Price Five Year Term - $0.08 1,056,000 1.69 Five Year Term - $0.12 35,347,508 3.41 Five Year Term - $0.18 19,811,200 1.91 Five Year Term - $0.25 18,755,200 1.93 Five Year Term - $0.11 10,000,000 4.15 Total 84,969,908 2.80 $ 0.16 |
9. COMMITMENTS AND CONTINGENC21
9. COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating leases | Period ending, January 31, Amount 2016 $ 25,746 $ 25,746 |
3. SIGNIFICANT ACCOUNTING POLIC
3. SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Shares excluded from calculation of fully diluted earnings per share | 153,021,924 | 82,971,923 | 153,021,924 | 82,971,923 |
Options [Member] | ||||
Shares excluded from calculation of fully diluted earnings per share | 68,050,000 | 25,000,000 | 68,050,000 | 25,000,000 |
Warrants [Member] | ||||
Shares excluded from calculation of fully diluted earnings per share | 84,969,908 | 57,969,908 | 84,969,908 | 57,969,908 |
3. SIGNIFICANT ACCOUNTING POL23
3. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Jan. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |
Asset impairment | $ 0 |
Uninsured cash amount | $ 2,614,000 |
SG Austria [Member] | |
Property, Plant and Equipment [Line Items] | |
Equity investment percentage | 14.50% |
4. LICENSE AGREEMENT OBLIGATI24
4. LICENSE AGREEMENT OBLIGATION (Details Narrative) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Debt Disclosure [Abstract] | ||
License payable | $ 300,000 | $ 1,000,000 |
Total value of license | $ 2,000,000 |
5. COMMON STOCK TRANSACTIONS (D
5. COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | Apr. 30, 2015 | |
Stock based compensation expense | $ 309,240 | $ 567,550 | ||
Stock issued new, shares | 21,600,000 | |||
Proceeds from sale of common stock | $ 2,800,000 | |||
Investors [Member] | ||||
Warrants issued for aggregate amount of common stock | 17,000,000 | 17,000,000 | ||
Proceeds from sale of warrants | $ 1,020,000 | |||
Common Stock [Member] | Officers [Member] | FYE April 30, 2015 [Member] | ||||
Stock issued for compensation, shares | 3,600,000 | |||
Common stock vested | 2,700,000 | |||
Stock based compensation expense | $ 232,200 | |||
Unvested shares | 0 | 0 | ||
Common Stock [Member] | Officers [Member] | FYE April 30, 2016 [Member] | ||||
Stock issued for compensation, shares | 3,600,000 | |||
Common stock vested | 0 | |||
Common Stock [Member] | Employee [Member] | FYE April 30, 2015 [Member] | ||||
Stock issued for compensation, shares | 1,200,000 | |||
Common stock vested | 900,000 | |||
Stock based compensation expense | $ 77,400 | |||
Unvested shares | 0 | 0 | ||
Common Stock [Member] | Employee [Member] | FYE April 30, 2016 [Member] | ||||
Stock issued for compensation, shares | 1,200,000 | |||
Common stock vested | 0 |
6. STOCK OPTIONS AND WARRANTS26
6. STOCK OPTIONS AND WARRANTS (Details - Unvested stock options) - Unvested Stock Options [Member] | 9 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Options Outstanding | |
Non-vested, Beginning balance | shares | 6,600,000 |
Granted | shares | 15,600,000 |
Vested | shares | 6,700,000 |
Non-vested, Ending balance | shares | 15,500,000 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested, Beginning balance | $ / shares | $ 0.10 |
Granted | $ / shares | .06 |
Vested | $ / shares | .08 |
Non-vested, Ending balance | $ / shares | $ 0.08 |
6. STOCK OPTIONS AND WARRANTS27
6. STOCK OPTIONS AND WARRANTS (Details - Options information) | 9 Months Ended |
Jan. 31, 2016$ / sharesshares | |
$0.19 [Member] | |
Number of Options Outstanding | shares | 25,000,000 |
Weighted Average Remaining Contractual Life Outstanding (years) | 3 years 8 months 1 day |
Weighted Average Stock Price Outstanding | $ / shares | $ 0.19 |
Number of Options Exercisable | shares | 25,000,000 |
Weighted Average Contractual Life Exercisable (years) | 5 years |
Weighted Average Exercise Price Options Exercisable | $ / shares | $ 0.19 |
$0.11 [Member] | |
Number of Options Outstanding | shares | 27,200,000 |
Weighted Average Remaining Contractual Life Outstanding (years) | 3 years 11 months 1 day |
Weighted Average Stock Price Outstanding | $ / shares | $ .11 |
Number of Options Exercisable | shares | 27,200,000 |
Weighted Average Contractual Life Exercisable (years) | 5 years |
Weighted Average Exercise Price Options Exercisable | $ / shares | $ .11 |
$0.18 [Member] | |
Number of Options Outstanding | shares | 250,000 |
Weighted Average Remaining Contractual Life Outstanding (years) | 4 years 2 months 19 days |
Weighted Average Stock Price Outstanding | $ / shares | $ 0.18 |
Number of Options Exercisable | shares | 250,000 |
Weighted Average Contractual Life Exercisable (years) | 5 years |
Weighted Average Exercise Price Options Exercisable | $ / shares | $ 0.18 |
$0.063 [Member] | |
Number of Options Outstanding | shares | 15,600,000 |
Weighted Average Remaining Contractual Life Outstanding (years) | 4 years 11 months 1 day |
Weighted Average Stock Price Outstanding | $ / shares | $ 0.063 |
Number of Options Exercisable | shares | 15,600,000 |
Weighted Average Contractual Life Exercisable (years) | 5 years |
Weighted Average Exercise Price Options Exercisable | $ / shares | $ .063 |
6. STOCK OPTIONS AND WARRANTS28
6. STOCK OPTIONS AND WARRANTS (Details - Warrant activity) | 9 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Warrants expired | shares | (5,000,000) |
Warrants [Member] | |
Warrants outstanding, beginning balance | shares | 72,969,908 |
Warrants issued | shares | 17,000,000 |
Warrants expired | shares | (5,000,000) |
Warrants outstanding, ending balance | shares | 84,969,908 |
Warrants exercisable | shares | 84,969,908 |
Weighted average exercise price warrants outstanding, beginning balance | $ .17 |
Weighted average exercise price warrants issued | .12 |
Weighted average exercise price warrants expired | .11 |
Weighted average exercise price warrants outstanding, ending balance | .16 |
Weighted average exercise price warrants exercisable | .16 |
Weighted average fair value per share warrants outstanding, beginning balance | .08 |
Weighted average fair value warrants issued | .12 |
Weighted average fair value warrants expired | .11 |
Weighted average fair value per share warrants outstanding, ending balance | .08 |
Weighted average fair value per share warrants exercisble | $ .08 |
6. STOCK OPTIONS AND WARRANTS29
6. STOCK OPTIONS AND WARRANTS (Details - Warrant information) | 9 Months Ended |
Jan. 31, 2016$ / sharesshares | |
$0.08, $0.11, $0.12, $0.18 and $0.25 [Member] | |
Number of Warrants exercisable | 84,969,908 |
Weighted average remaining contractual term | 2 years 9 months 18 days |
Weighted average exercise price exercisable | $ / shares | $ .16 |
Five Year Term $0.08 [Member] | |
Number of Warrants exercisable | 1,056,000 |
Weighted average remaining contractual term | 1 year 8 months 9 days |
Five Year Term $0.12 [Member] | |
Number of Warrants exercisable | 35,347,508 |
Weighted average remaining contractual term | 3 years 4 months 28 days |
Five Year Term $0.18 [Member] | |
Number of Warrants exercisable | 19,811,200 |
Weighted average remaining contractual term | 1 year 10 months 28 days |
Five Year Term $0.25 [Member] | |
Number of Warrants exercisable | 18,755,200 |
Weighted average remaining contractual term | 1 year 11 months 5 days |
Five Year Term $0.11 [Member] | |
Number of Warrants exercisable | 10,000,000 |
Weighted average remaining contractual term | 4 years 1 month 24 days |
Nine Month Term $0.11 [Member] | |
Weighted average remaining contractual term | 2 years 9 months 18 days |
6. STOCK OPTIONS AND WARRANTS30
6. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Non-cash charges related to vesting of stock options | $ 209,000 | $ 0 | $ 500,000 | $ 0 |
Warrants expired | 5,000,000 | |||
Investors [Member] | ||||
Warrants issued for aggregate amount of common stock | 17,000,000 | 17,000,000 | ||
Proceeds from warrants issued | $ 1,020,000 | |||
Warrant exercise price | $ .12 | $ .12 | ||
Aggregate fair value of warrants issued | $ 967,000 | |||
Unvested Stock Options [Member] | ||||
Unrecognized compensation expense | 801,000 | $ 801,000 | ||
Unrecognized compensation expense weighted-average period | 1 year | |||
Options [Member] | ||||
Aggregate intrinsic value | $ 30,000 | $ 30,000 | ||
Aggregate intrinsic value per share | $ 0.065 |
8. RELATED PARTY TRANSACTIONS (
8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
SG Austria [Member] | ||||
Equity investment percentage | 14.50% | 14.50% | ||
SG Austria [Member] | ||||
Purchases from related parties | $ 122,000 | $ 0 | $ 325,000 | $ 6,000 |
Vin-de-Bona [Member] | ||||
Professional fees included in research and development | $ 21,000 | $ 49,000 | 40,000 | $ 58,000 |
Austrianova [Member] | ||||
Payments made for licensing agreement | $ 1,700,000 |
9. COMMITMENTS AND CONTINGENC32
9. COMMITMENTS AND CONTINGENCIES (Details) | Apr. 30, 2014USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum operating lease expense 2016 | $ 25,746 |
Minimum operating lease expense | $ 25,746 |
9. COMMITMENTS AND CONTINGENC33
9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Rent and lease expense | $ 13,852 | $ 12,498 | $ 43,464 | $ 37,905 |
Diabetes Licensing Agreement [Member] | ||||
Licensing payments made | 100,000 | |||
Cannabis Licensing Agreement [Member] | ||||
Licensing payments made | $ 1,700,000 |
10. INCOME TAXES (Details Narra
10. INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Increase in valuation allowance | $ 1,098,000 | $ 11,000 | |
Uncertain tax positions | $ 0 | 0 | |
Income tax expense | $ 0 | $ 0 |
11. SUBSEQUENT EVENTS (Details
11. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Feb. 22, 2016 | Feb. 17, 2016 | Jan. 31, 2016 | Jun. 30, 2016 | Apr. 30, 2015 | |
Contractual obligation | $ 300,000 | $ 1,000,000 | |||
Stock issued new, shares | 21,600,000 | ||||
Proceeds from sale of common stock | $ 2,800,000 | ||||
Cannabis Licensing Agreement [Member] | |||||
Licensing payments made | $ 100,000 | ||||
Contractual obligation | $ 200,000 | ||||
Sale of Stock [Member] | |||||
Stock issued new, shares | 719,400 | ||||
Proceeds from sale of common stock | $ 45,000 |