Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | ||
31-May-14 | Jul. 14, 2014 | Aug. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'MetaStat, Inc. | ' | ' |
Entity Central Index Key | '0001404943 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 31-May-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--02-28 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $73,451,256 |
Entity Common Stock, Shares Outstanding | ' | 26,776,106 | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 31-May-14 | Feb. 28, 2014 |
ASSETS | ' | ' |
Cash and cash equivalents | $81,242 | $483,408 |
Other receivable | ' | 20,000 |
Prepaid Insurance | 161,090 | 12,073 |
Deferred financing cost | 15,131 | 60,523 |
Total Current Assets | 257,463 | 576,004 |
PROPERTY AND EQUIPMENT (net of accumulated depreciation of $46,828 and $24,192, respectively) | 521,168 | 204,254 |
Refundable deposit | -249,319 | -10,367 |
TOTAL ASSETS | 1,027,950 | 790,625 |
Current Liabilities | ' | ' |
Accounts payable | 697,616 | 257,965 |
Accrued expense | 126,502 | ' |
Current portion of capital lease | 106,201 | ' |
Convertible notes (net of discount of $51,463 and $206,637, respectively) | 2,876,280 | 2,475,717 |
Accrued interest payable | 187,781 | 137,701 |
Total current liabilities | 3,994,380 | 2,871,383 |
Capital lease | 212,402 | ' |
TOTAL LIABILITIES | 4,206,781 | 2,871,383 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock (50,000,000 shares authorized; none shares issued and outstanding respectively) | ' | ' |
Common stock (Common Stock, $0.0001 par value; 150,000,000 shares authorized; 21,623,899 and 21,573,899 shares issued and outstanding respectively) | 2,162 | 2,157 |
Paid-in-capital | 8,778,766 | 8,664,760 |
Deficit accumulated during development stage | 11,959,759 | 10,727,676 |
Total shareholders' deficit | -3,178,831 | -2,080,758 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,027,950 | $790,625 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-14 | Feb. 28, 2014 |
Statement of Financial Position [Abstract] | ' | ' |
Accumulated depreciation | $46,828 | $24,192 |
Discount | $51,463 | $206,637 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 21,623,899 | 21,573,899 |
Common stock, shares outstanding | 21,623,899 | 21,573,899 |
Consolidated_Statements_of_Exp
Consolidated Statements of Expenses (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Revenue | ' | ' |
Revenue | ' | ' |
Total revenue | ' | ' |
OPERATING EXPENSES | ' | ' |
General & administrative | 535,501 | 1,300,641 |
Research & development | 253,082 | 99,715 |
Total Operating Expenses | 788,583 | 1,400,356 |
Operating Loss | -788,583 | -1,400,356 |
OTHER (INCOME) EXPENSE | ' | ' |
Interest income | 58,673 | 28,800 |
Accretion expense | 342,073 | 173,982 |
Deferred financing costs amortization | 45,392 | ' |
Miscellaneous income | -2,637 | ' |
Interest income | ' | -61 |
Total Other Expense | 443,501 | 202,721 |
NET LOSS | ($1,232,084) | ($1,603,077) |
Net loss per share, basic and diluted | ($0.06) | ($0.08) |
Weighted average of shares outstanding | 21,622,812 | 21,300,995 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($1,232,084) | ($1,603,077) |
Depreciation | 9,222 | 3,334 |
Option expense | ' | 469,013 |
Common stock issued for services | ' | ' |
Accretion of discount | 342,073 | 173,982 |
Changes in assets and liabilities | ' | ' |
Other receivables | 20,000 | -4,173 |
Prepaid expenses | 12,323 | -64,022 |
Deferred financing costs | 45,392 | 28,176 |
Refundable deposit | -238,952 | ' |
Accounts payable | 439,651 | ' |
Accrued expense | 32,662 | ' |
Accrued interest | 50,080 | ' |
NET CASH (USED IN) OPERATING ACTIVITIES | -519,633 | -712,567 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | 7,533 | -1,141 |
NET CASH USED IN INVESTING ACTIVITIES | -7,533 | -1,141 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Payments of convertible debt | -100,000 | -20,663 |
Proceeds from issuance of convertible debt | 225,000 | 700,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 125,000 | 679,337 |
NET (DECREASE) IN CASH | -402,166 | -34,371 |
Cash at the beginning of the year | 483,408 | 969,188 |
Cash at the end of the year | 81,242 | 934,817 |
SUPPLEMENTAL DISCLOSURES: | ' | ' |
Common stock issued for services not yet rendered (prepaid expense) | 67,500 | ' |
Issuance on lease for fixed assets | 318,603 | ' |
Financing of insurance premium through notes payable | 93,840 | 93,840 |
Warrants issued with convertible notes | 35,289 | 154,727 |
Beneficial conversion feature in convertible notes | $31,221 | $390,627 |
DESCRIPTION_OF_BUSINESS_AND_GO
DESCRIPTION OF BUSINESS AND GOING CONCERN | 3 Months Ended |
31-May-14 | |
Description Of Business And Going Concern | ' |
DESCRIPTION OF BUSINESS AND GOING CONCERN | ' |
MetaStat, Inc. (“we,” “us,” “our,” the “Company,” or “MetaStat”) is a development stage life sciences company focused on developing and commercializing novel diagnostic technologies and therapeutics for the early and reliable prediction and treatment of systemic metastasis - cancer that spreads from a primary tumor through the bloodstream to other areas of the body. Systemic metastasis is responsible for ~90% of all solid tumor cancer related deaths and as such, we believe the more effective treatment of metastatic disease and/or the prevention of systemic metastasis is needed to improve patient outcomes. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetasStat BioMedical, Inc., a Delaware corporation. All significant intercompany balances and transactions have been eliminated in consolidation. These interim financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States consistent with those applied in, and should be read in conjunction with, the Company’s audited consolidated financial statements and related footnotes for the year ended February 28, 2014 included in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on June 13, 2014. These financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of May 31, 2014 and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. These interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Certain amounts in prior periods have been reclassified to conform to current presentation. | |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2014, the Company has an accumulated deficit of $11,959,759. The continuation of the Company as a going concern is dependent upon continued financial support from its shareholders, the ability of the Company to obtain necessary equity and/or debt financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company cannot make any assurances that additional financings will be completed on a timely basis, on acceptable terms or at all. If the Company is unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, it would negatively impact it’s business and operations, which could cause the price of its common stock to decline. It could also lead to the reduction or suspension of the Company’s operations and ultimately force the Company to cease operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. See Note 7 regarding funding received by the Company subsequent to May 31, 2014. | |
In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014, however, early adoption is permitted. The Company has elected to early adopt the presentation and disclosure provisions of ASU 2014-10 for this unaudited condensed consolidated financial statements. |
EQUITY
EQUITY | 3 Months Ended |
31-May-14 | |
Equity [Abstract] | ' |
EQUITY | ' |
During the three months ended May 31, 2013, the Company issued 153,013 shares of common stock to members of its scientific advisory board and clinical advisory board vesting upon the listing of the Company’s common stock on a national exchange and achieving certain levels of trading. The Company will measure the fair value of the shares when vesting becomes probable, which has not yet occurred. As of May 31, 2014, the Company has not recognized any stock compensation expense in connection with these shares. | |
During the three months ended May 31, 2013, the Company issued 150,000 shares of common stock to a member of its Board of Directors vesting upon the earlier of the Company achieving $5,000,000 in gross sales or a change in control. The Company valued the shares for a total fair value of $375,000 on the grant date. However, as of May 31, 2014, the Company has not recognized any stock compensation expense in connection with these shares and expects to recognize the compensation expense when vesting becomes probable, which has not yet occurred. | |
During the three months ended May 31, 2013, the Company issued 100,000 shares of common stock to an advisor for services that vested immediately. The fair value of the shares amounted to $250,000 on the grant date. The Company recognized $250,000 and $0 in stock compensation expense during the three months ended May 31, 2013 and May 31, 2014, respectively. | |
During the three months ended May 31, 2013, the Company issued 12,000 shares of common stock to a consultant for services that vested immediately. The fair value of the shares amounted to $34,200 on the grant date. The Company recognized $34,200 and $0 in stock compensation expense during the three months ended May 31, 2013 and May 31, 2014, respectively. | |
During the three months ended May 31, 2014, the Company issued 50,000 shares of common stock to a consultant for services that vested immediately. The fair value of the shares amounted to $67,500 on the grant date. This transaction was recorded as a pre-paid expense of which $33,750 was used during the three months ended May 31, 2014. |
STOCK_OPTIONS
STOCK OPTIONS | 3 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Stock Options | ' | ||||||||||||||||
STOCK OPTIONS | ' | ||||||||||||||||
During the three months ended May 31, 2013, the Company issued options to purchase 300,000 shares of common stock at $3.25 per share to members of its management team and its Board of Directors. The options vest in four equal installments on each of May 31, 2013, August 31, 2013, November 30, 2013 and February 28, 2014 and expire on April 5, 2023. These options have a total fair value of $632,794 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 0.68%; (2) an expected term of 5.25 years; (3) an expected volatility of 129%; and (4) zero expected dividends. The Company recognized $158,199 and $0 in stock option expense for the three months ended May 31, 2013 and May 31, 2014, respectively. | |||||||||||||||||
During the three months ended May 31, 2013, the Company issued options to purchase 523,500 shares of common stock at $3.25 per share to members of its scientific advisory board and clinical advisory board and a consultant. The options vest in four equal installments on each of May 31, 2013, August 31, 2013, November 30, 2013 and February 28, 2014 and expire on April 5, 2023. Compensation expense related to these non-employee options was measured and recognized at each vesting date. The aggregated fair value of the vested options on the first measurement date amounted to $310,814 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 2.16%; (2) an expected term of 9.85 years; (3) an expected volatility of 128%; and (4) zero expected dividends. The Company recognized $310,814 and $0 in stock option expense for the three months ended May 31, 2013 and May 31, 2014, respectively. | |||||||||||||||||
The following table summarizes common stock options issued and outstanding: | |||||||||||||||||
Options | Weighted | Aggregate | Weighted | ||||||||||||||
average | intrinsic | average | |||||||||||||||
exercise | value | remaining | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Outstanding at February 28, 2014 | 2,680,000 | $ | 1.70 | $ | 599,025 | 8.78 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited | - | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding and expected to vest at May 31, 2014 | 2,680,000 | $ | 1.70 | $ | 428,690 | 8.53 | |||||||||||
Exercisable at May 31, 2014 | 1,820,000 | $ | 1.89 | $ | 428,690 | 8.28 | |||||||||||
As of May 31, 2014, 896,500 options are exercisable at $0.68 per share with a weighted average life of 7.61 years, 823,500 options are exercisable at $3.25 with a weighted average life of 8.85 years, and 100,000 options are exercisable at $1.50 with a weighted average life of 9.55 years. Additionally, 220,000 options with an exercise price of $0.68 and a weighted average life of 7.61 years have yet to vest and 640,000 options with an exercise price of $1.50 and a weighted average life of 9.55 years have yet to vest. | |||||||||||||||||
As of May 31, 2014, we had $270,274 of unrecognized compensation related to employee stock options whose recognition is dependent on certain milestones to be achieved. Additionally, there were 670,000 stock options with a performance vesting condition that were granted to consultants which will be measured and recognized when vesting becomes probable. |
WARRANTS
WARRANTS | 3 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Warrants | ' | ||||||||||||||||
WARRANTS | ' | ||||||||||||||||
For the three months ended May 31, 2013, the Company issued 70,000 warrants in connection with the issuance of Convertible Notes referenced in Note 5 below. These warrants were issued between March 1, 2013 and May 14, 2013, are exercisable at $3.00 per share and expire between March 1, 2017 and May 14, 2017. These warrants vest immediately. The warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. | |||||||||||||||||
For the three months ended May 31, 2014, the Company issued 50,000 warrants in connection with the issuance of Convertible Notes referenced in Note 5 below. These warrants were issued between March 4, 2014 and May 27, 2014, are exercisable at $1.50 per share and expire between March 4, 2019 and May 27, 2019. These warrants vest immediately. The warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. | |||||||||||||||||
In connection with the issuance of the Convertible Notes referenced in Note 5 below, the Company issued placement agent warrants to purchase an aggregate of 8,480 shares of common stock. These placement agent warrants are exercisable at $2.50 per share, have a term of 5 years and a cashless exercise feature and vest immediately. The fair value of these warrants was determined to be $25,498, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 0.74%; (2) an expected term of 5 years; (3) an expected volatility of 134%; and (4) zero expected dividends. | |||||||||||||||||
The following table summarizes common stock purchase warrants issued and outstanding: | |||||||||||||||||
Warrants | Weighted | Aggregate | Weighted | ||||||||||||||
average | intrinsic | average | |||||||||||||||
exercise | value | remaining | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Outstanding at February 28, 2014 | 3,146,355 | $ | 1.24 | $ | 807,096 | 2.97 | |||||||||||
Granted | 50,000 | $ | 1.8 | - | 4.87 | ||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited | - | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding at May 31, 2014 | 3,196,355 | $ | 1.25 | $ | 480,842 | 2.75 | |||||||||||
Warrants exercisable at May 31, 2014 are: | |||||||||||||||||
Exercise prices | Number of shares | Weighted average remaining life (years) | Exercisable number of shares | ||||||||||||||
$ | 0.68 | 220,000 | 2.46 | 220,000 | |||||||||||||
$ | 0.91 | 1,497,124 | 2.67 | 1,497,124 | |||||||||||||
$ | 1.4 | 786,250 | 2.24 | 786,250 | |||||||||||||
$ | 1.5 | 175,000 | 2.01 | 1,750,000 | |||||||||||||
$ | 2.1 | 472,001 | 3.67 | 472,001 | |||||||||||||
$ | 2.5 | 25,980 | 3.62 | 25,980 | |||||||||||||
$ | 3 | 20,000 | 2.67 | 20,000 | |||||||||||||
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 3 Months Ended | ||||
31-May-14 | |||||
Debt Disclosure [Abstract] | ' | ||||
CONVERTIBLE NOTES | ' | ||||
2013 Notes | |||||
From January to May 2013, the Company issued convertible promissory notes in the aggregate principal amount of $1,487,000, originally due December 31, 2013 (the “2013 Notes”). | |||||
The 2013 Notes bear interest at the rate of 8% per annum, mature on December 31, 2013 and rank senior to the Company’s currently issued and outstanding indebtedness and equity securities. Upon the closing by the Company of an equity or equity based financing or a series of equity or equity based financings (a “Qualified Financing”) resulting in gross proceeds to us of at least $3,500,000 in the aggregate, inclusive of the 2013 Notes, the outstanding principal amount of the 2013 Notes together with all accrued and unpaid interest thereunder (the “Outstanding Balance”) shall automatically convert into such securities, including warrants, as are issued in the Qualified Financing, the amount of which shall be determined in accordance with the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x (1.15) / (the per security price of the securities sold in the Qualified Financing). Commencing six months following the issuance date of the 2013 Notes, the noteholders have the right, at their option, to convert the Outstanding Balance into shares of common stock at a conversion price of $2.50 per share. See Note 7 – Subsequent Events. | |||||
Along with the 2013 Notes, we also issued to the noteholders an aggregate of 148,700 detachable warrants. The warrants had an original exercise price of $3.00 per share and can be exercised within a four-year period. | |||||
On December 31, 2013, the Company entered into certain amendments to its outstanding 2013 Notes with the holders of an aggregate of $1,387,000 principal amount of 2013 Notes (the “Amendments”), whereby the holders of the 2013 Notes extended the maturity date of the 2013 Notes to June 30, 2014 from December 31, 2013. In consideration for entering into the Amendments, the Company (i) reduced the conversion price of the 2013 Notes to $1.50 per share from $2.50 per share, (ii) reduced the exercise price for an aggregate of 128,700 warrants issued in connection with the issuance of the 2013 Notes to $2.10 per share from $3.00 per share, (iii) issued an aggregate of 92,468 common stock purchase warrants with an exercise price of $2.10 per share and a term of four years, and (iv) issued an aggregate of 92,468 shares of the Company’s common stock. During the three months ended May 31, 2014, the Company repaid the principal amount of $100,000 plus accrued interest of $8,828 of 2013 Notes to a holder thereof. | |||||
The Company determined the Amendments constituted a substantive modification of the notes and, as a result, we accounted for this transaction as extinguishment of debt instrument and the issuance of a new debt instrument (“Amended 2013 Notes”), which resulted in a loss on extinguishment of $32,853 being recognized. The loss on extinguishment was computed as follows: | |||||
Fair value of Amended 2013 Notes (1) | $ | 1,243,482 | |||
Fair value of non-cash consideration issued to the creditor (2) | 269,707 | ||||
Reacquisition price | 1,513,189 | ||||
Carrying value of the debt at modification | 1,480,336 | ||||
Loss on extinguishment | $ | 32,853 | |||
(1) Fair value was determined using level 2 inputs, specifically prices for a subsequent issuance of comparable debt instruments. | |||||
(2) Consist of $143,325 fair value of common stock issued and $126,382 fair value of warrants issued and warrants modified. The warrants were valued using a Black-Scholes model with the following inputs: (1) a discount rate of 1.27%; (2) an expected term of 4.00 years; (3) an expected volatility of 121%; and (4) zero expected dividends. | |||||
During the three months ended May 31, 2014, the Company recorded $120,399 of accretion expense related to the Amended 2013 Notes. | |||||
2014 Notes | |||||
In November 2013, the Company issued convertible promissory notes in the aggregate principal amount of $500,000 with 83,333 detachable warrants that can be exercised at $2.10 per share within a four-year period (the “2014 Notes”). | |||||
The 2014 Notes bear interest at the rate of 8% per annum, mature on May 31, 2014 and rank pari passu to the 2013 Notes and senior to the Company’s currently issued and outstanding and equity securities. Upon the closing by MetaStat of an equity or equity based financing or a series of equity or equity based financings (a “Qualified Financing”) resulting in gross proceeds to the Company of at least $3,500,000 in the aggregate inclusive of the 2013 Notes and the 2014 Notes, the outstanding principal amount of the 2014 Notes together with all accrued and unpaid interest thereunder (the “Outstanding Balance”) shall automatically convert into such securities, including warrants, as are issued in the Qualified Financing, the amount of which shall be determined in accordance with the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x (1.15) / (the per security price of the securities sold in the Qualified Financing). Commencing six months following the issuance date of the 2014 Notes, the noteholders have the right, at their option, to convert the Outstanding Balance into shares of common stock at a conversion price of $1.50 per share. See Note 7- Subsequent Events. | |||||
Additional 2014 Notes | |||||
In January and February 2014, the Company issued convertible promissory notes in the aggregate principal amount of $855,000 with 142,500 detachable warrants that can be exercised at $2.10 per share within a five-year period (the “Additional 2014 Notes”). | |||||
During the three months ended May 31, 2014, the Company issued Additional 2014 Notes in the aggregate principal amount of $150,000 with 25,000 detachable warrants that can be exercised at $2.10 per share within a four-year period. | |||||
The Additional 2014 Notes bear interest at the rate of 8% per annum, mature on June 30, 2014 and rank pari passu to the Company’s issued and outstanding convertible promissory notes and senior to the Company’s issued and outstanding equity securities. Upon the closing by the Company of an equity or equity based financing or a series of equity or equity based financings (a “Qualified Financing”) resulting in gross proceeds to the Company of at least $5,000,000 in the aggregate, and the Company, prior to or concurrent with the completion of the Qualified Financing (the “Qualified Financing Threshold Amount”), the outstanding principal amount of the Additional 2014 Notes, together with all accrued and unpaid interest thereunder (the “Outstanding Balance”), shall automatically convert into such securities, including warrants of the Company, as are issued in the Qualified Financing, the amount of which shall be determined in accordance with the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x (1.15) / (the per security price of the securities sold in the Qualified Financing). For purposes of determining whether the Qualified Financing Threshold Amount has been satisfied, such amount shall include (i) the Outstanding Balance of the Additional 2014 Notes (each pursuant to the formula stated above) then outstanding, and (ii) the outstanding principal amount of the 2013 Notes and 2014 Notes together with all accrued and unpaid interest thereunder (pursuant to the same formula as stated above and therein). Following the issuance date of the Additional 2014 Notes, the lenders have the right, at their option, to convert the Outstanding Balance into shares of common stock at a conversion price of $1.50 per share. See Note 7- Subsequent Events. | |||||
May 2014 Notes | |||||
During the three months ended May 31, 2014, the Company issued convertible promissory notes in the aggregate principal amount of $75,000 with 25,000 detachable warrants that can be exercised at $1.50 per share within a five-year period (the “May 2014 Notes”). | |||||
The May 2014 Notes bear interest at the rate of 8% per annum, mature on August 15, 2014 and rank pari passu to the Company’s currently issued and outstanding 2013 Notes, 2014 Notes, and Additional 2014 Notes and senior to the Company’s issued and outstanding equity securities. Upon the closing by the Company of an equity or equity based financing or a series of equity or equity based financings (a “Qualified Financing”) resulting in gross proceeds to the Company of at least $5,000,000 in the aggregate and the Company, prior to or concurrent with the completion of the Qualified Financing (the “Qualified Financing Threshold Amount”), the outstanding principal amount of the May 2014 Notes together with all accrued and unpaid interest (the “Outstanding Balance”) shall automatically convert into such securities, including Warrants of the Company as are issued in the Qualified Financing, the amount of which shall be determined in accordance with the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x (1.15) / (the per security price of the securities sold in the Qualified Financing). For purposes of determining whether the Qualified Financing Threshold Amount has been satisfied, such amount shall include (i) the Outstanding Balance of the May 2014 Notes, (ii) the outstanding principal amount of the 2013 Notes, (iii) the outstanding principal amount of the 2014 Notes, and (iv) the outstanding principal amount of the Additional 2014 Notes, together with all accrued and unpaid interest thereunder. See Note 7 - Subsequent Events. | |||||
Debt Discount and beneficial conversion feature | |||||
The detachable warrants issued in connection with the 2013 Notes, the 2014 Notes, the Additional 2014 Notes, and the May 2014 Notes (collectively the “Convertible Notes”) were recorded as a debt discount based on their relative fair value. | |||||
The relative fair value of the warrants and the intrinsic value of the beneficial conversion feature for the convertible notes issued during the three months ended May 31, 2014 totaled $66,510, and was recorded as a discount to the convertible debt. | |||||
During the three months ended May 31, 2014 and 2013, $221,674 and $1,500, respectively, was recognized as accretion expense related to the debt discount. | |||||
EQUIPMENT
EQUIPMENT | 3 Months Ended |
31-May-14 | |
Property, Plant and Equipment [Abstract] | ' |
EQUIPMENT | ' |
On March 26, 2014, we entered into an agreement with HealthCare Equipment Funding located in Roswell, Georgia to finance the purchase of a Perkin Elmer Vectra 2.0 microscope for a purchase price of $318,603. The terms of the agreement require a down payment of $21,115 and 36 monthly payments of $10,260. The agreement further requires a security deposit of $238,952, which will be refunded to the Company in three equal installments upon the payment of the twelfth, the twenty-fourth and the thirty-sixth monthly payments. This security deposit was due and payable on May 1, 2014, however has been extended by mutual agreement of the parties until July 31, 2014. As further security, personal guaranties were required of our chief executive officer and chief financial officer. | |
Beginning as early as the first quarter of fiscal 2015, we intend to enter into arrangements for the acquisition of additional laboratory equipment, computer hardware and software, leasehold improvements and office equipment. We cannot at this time provide assurances that we will be able to enter into agreements with vendors on terms commercially favorable to us or that we will be able to enter into such arrangements without securing additional financing. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
May 2014 Notes | |
In June 2014, the Company issued May 2014 Notes in the aggregate principal amount of $390,000 with 130,000 detachable warrants that can be exercised at $1.50 per share within a five-year period. | |
License Agreement | |
On June 2, 2014, we entered into a worldwide exclusive license agreement with the Massachusetts Institute of Technology (“MIT”) and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology (the “Licensor”). The license agreement (the “Antibody License Agreement”) covers tangible property and technology relating to MIT Case Nos. 13667 “MIT Case No. 13667, "Monoclonal Antibody Specific to Mena Protein", by Frank B. Gertler and Matthias Krause; 14789J “Antibodies specific to the MenalNV Isoform”, by Shannon K. Alford, John Condeelis, Frank B. Gertler, Douglas A. Lauffenburger and Maja Oktay and 15221 “MIT Case No. 15221, "11a Isoform Specific Antibodies to Detect Mena11a", by Michele Balsamo and Frank B. Gertler. The Antibody License Agreement calls for certain customary payments such as a license signing fee, annual license maintenance fees, and the payment of royalties on sales of products or services covered under the agreement. | |
Under the terms of the Antibody License Agreement, MIT shall make the tangible property available to the Company in order to allow the Company to practice the technology defined by the patent rights and/or agreement patents previously licensed under certain patent license agreements (as previously disclosed) in order to develop and commercialize specific diagnostic and therapeutic products. | |
In accordance with the terms of the Antibody License Agreement, we are required to pay a license signing fee of $10,000 in connection with entering into the Antibody License Agreement. Pursuant to the Antibody License Agreement, we are required to make a series of annual minimum royalty or “license maintenance” payments for the license beginning on January 1, 2015. For a period of five years on each anniversary, we are required to make additional payments in amounts that gradually increase each year. The payments are $5,000 in 2015, $10,000 in 2016, $15,000 in 2017, $15,000 in 2018, and $20,000 in 2019. Further, we are required to make additional payments of $20,000 every year each license is in effect thereafter. Additionally, these annual license maintenance payments will be credited to running royalties due on net sales earned in the same calendar year. | |
The Antibody License Agreement is filed as Exhibit 10.18 to this Form 10-Q filed with the SEC on July 15, 2014. | |
Vesting of Performance-Based Stock Options | |
On June 3, 2014, 220,000 non-employee performance-based stock options vested with a value of $231,569. These options vested based on the completion of a trial and subsequent publication of results on June 3, 2014. | |
On June 17, 2014, an aggregate of 90,000 employee performance-based stock options vested with a value of $127,800. These options vested once certain milestones were completed by the employees, which included the completion of the research plan, lab setup, essential hires and investor presentation for the therapeutics program. | |
Completion of Equity Financing | |
On June 30, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a number of accredited investors (collectively, the “Investors”) pursuant to which it may sell up to $10,000,000 of shares of its common stock (the “Common Stock”), and four-year warrants (the “Warrants”) to purchase a number of shares of Common Stock (the “Warrant Shares”) equal to 50% of the aggregate purchase price received by the Company from each Investor (or in the event that an Investor’s aggregate purchase price is at least $500,000, then such Investor received Warrants to purchase 75% of the aggregate purchase price received by the Company from such Investor), at an exercise price of $1.50 per share. In addition, in the event that an Investor would own in excess of 9.99% of the number of shares of Common Stock outstanding on a closing date after giving effect to the issuance of securities pursuant to the Purchase Agreement, the Company will issue to such Investor shares of its Series A Convertible Preferred Stock (the “Preferred Shares”). | |
Pursuant to the initial closing under the Purchase Agreement, the Company issued an aggregate of 4,714,025 shares of Common Stock, 500,000 Preferred Shares and Warrants to purchase 2,962,500 Warrant Shares for an aggregate purchase price of $5,735,427, of which $4,092,427 represents the automatic conversion of outstanding convertible promissory notes with principal amounts totaling $3,357,000. As part of the aggregate purchase price, the lead investor purchased 409,091 shares of Common Stock and 500,000 Preferred Shares in exchange for its transfer to the Company of 4,800,000 freely tradable shares (the “Consideration Shares”) of common stock of Quantum Materials Corp. (“QTMM”), a public reporting company which shares of common stock are eligible for quotation on the OTCQB. In addition, the lead investor reinvested $100,000 of due diligence and legal fees paid to the lead investor by the Company. The Purchase Agreement provides that the Company may raise an additional $4,264,573 in the private placement at any time through September 28, 2014. | |
In the event the Company does not receive gross proceeds of at least $1,000,000 from the sale of the Consideration Shares by the earliest to occur of (i) ninety (90) days following the initial closing date and (ii) the date that the Company has sold all the Consideration Shares, then the Company shall promptly notify the lead investor to such effect (the “Company Payment Notice”), indicating the gross proceeds received by the Company from the sale of the Consideration Shares and requesting cash payment from the lead investor in an amount equal to the difference between (i) $1,000,000 and (ii) the aggregate gross proceeds received by the Company from the sale of the Consideration Shares as stated in the Company Payment Notice (the “Payment Amount”). The lead investor shall have thirty (30) days (the “Cure Period”) from the date it receives the Company Payment Notice to satisfy the Payment Amount to the Company in cash. During the Cure Period, the Company shall have the right to continue to sell any remaining Consideration Shares, which gross proceeds shall reduce the Payment Amount proportionately. The Company shall promptly deliver any remaining Consideration Shares to the lead investor promptly following receipt of the Payment Amount. | |
In the event the Company receives gross proceeds of at least $1,000,000 from the sale of the Consideration Shares within ninety (90) days following the initial closing date, the Company will immediately cease selling the Consideration Shares and promptly notify the lead investor to such effect by providing written notice (the “Company Return Notice”) that the Company has received gross proceeds of $1,000,000 from the sale of the Consideration Shares. Within five (5) business days of delivering the Company Return Notice, the Company shall deliver to the lead investor all remaining Consideration Shares and all gross proceeds received in excess of $1,000,000 from the sale of the Consideration Shares. | |
The Company shall use the net proceeds from the private placement for working capital, provided, however, the Company shall spend at least $250,000 on investor relations services. Additionally, the Company repaid $6,596 in accrued interest to certain holders of the convertible promissory notes. No placement agents were used in the initial closing of the private placement. | |
On July 14, 2014, the Company completed a second closing under the Purchase Agreement whereby the Company issued 188,182 shares of Common Stock and Warrants to purchase 103,500 Warrant Shares for an aggregate purchase price of $207,000. | |
Memorandum of Understanding for Therapeutic Spinout | |
On July 14, 2014, the Company entered into a binding Memorandum of Understanding (the “MOU”) with a private third party entity (the “Licensee”) affiliated with one of the Company’s directors, Dr. David Epstein. The MOU sets forth certain understandings, rights and obligations of the parties with respect to the proposed acquisition by the Licensee of certain assets of the Company and the grant by the Company to Licensee of an exclusive license of certain of Company’s therapeutic assets pursuant to a sublicense agreement to be entered into by the parties (the “License Agreement”). The parties expect to enter into the License Agreement within forty-five (45) days of the date of the MOU. | |
The therapeutic assets will include a sublicense of all rights under the Company’s existing Therapeutic License Agreement with the Massachusetts Institute of Technology and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology, Albert Einstein College of Medicine of Yeshiva University, and Montefiore Medical Center as of December 7, 2013 (the “Alternative Splicing Therapeutic License Agreement”). The License Agreement shall provide that the Company shall have the right of first refusal to commercialize any companion diagnostic or biomarker arising from the work performed by the Licensee under the License Agreement (the “Companion Diagnostics”), pursuant to a royalty-free, worldwide, exclusive sublicense on industry standard terms. At the Licensee’s request, the parties shall negotiate in good faith and on commercially reasonable terms a sublicense to the Licensee relating to the Companion Diagnostics developed for ASE Targets in all fields, worldwide. | |
The License Agreement shall cover the license of technology for developing alternative splicing platform and intellectual property for therapeutics and Companion Diagnostic use pursuant to the Alternative Splicing Therapeutic License Agreement. The license shall be an exclusive sublicense, with the right to sublicense through multiple tiers, to the MIT ASE and patent WO 2012/116248 A1, combined with the release of the principals of Licensee from existing non-compete agreements allowing Licensee (and its principals) freedom to operate in discovery and development of ASE therapeutics and the discovery and use of Companion Diagnostics for ASE targets pursuant to the Alternative Splicing Therapeutic License Agreement. The licensed technology shall include: (i) Alternative Splicing Event (ASE) technology based on International Patent Application WO 2012/116248 A1 entitled "Alternatively Spliced mRNA Isoforms as Prognostic and Therapeutic Tools for Metastatic Breast Cancer and Other Invasive/Metastatic Cancers"; and (ii) Technology and know-how stemming from all ASE discovery work carried out in the Company’s labs at SUNY Stony Brook from September 2013 through the date of execution of the definitive License Agreement. | |
The Licensee shall be obligated to, among other things, increase its existing capitalization with $1.25 million in new equity, the proceeds of which shall be invested in the Company’s next equity or equity-linked financing based on the terms in the Company’s recent private placement (the “Financing”) based on the following schedule: Promptly upon execution of the MOU, the Licensee shall invest $250,000 in the Financing, which payment has been satisfied; promptly upon execution of the License Agreement, the Licensee shall invest an additional $250,000 in the Financing and shall invest an additional $750,000 in the Financing (or a separate financing on substantially similar terms) within 90 days of the date of the License Agreement but in no event later than 120 days following the execution of the MOU. In the event the Licensee does not invest an aggregate of $1.25 million in the Company by the end of such 120 day period, the License Agreement shall terminate and the assets shall automatically revert back to the Company and Dr. Epstein shall again be subject to the same non-compete agreement currently contained in his advisory agreement with the Company. | |
Within 120 days following the date of the execution of the MOU, the Company is required to make a $1 million preferred stock equity investment in exchange for a 20% equity interest (on a fully diluted, as converted basis) in the Licensee for use in developing the ASE therapeutics platform and drug discovery programs. The Company shall maintain its 20% equity ownership in the Licensee until such time that the Licensee raises an aggregate of $4,000,000 in equity or in a financing in which the Licensee issues securities convertible into equity (including the $1 million received from the Company, but excluding any proceeds received by the Licensee from the sale of the Company’s securities). After such time, the Company shall be diluted proportionately with all other equity holders of Licensee. | |
The Licensee also shall grant to the Company the right to participate in all future financings of the Licensee in which it issues equity or securities convertible into equity up to an amount that permits the Company to maintain its twenty percent (20%) equity ownership interest in the Licensee (on a fully diluted, as converted basis); provided, however, in the event the Company does not make a minimum investment in a future financing of the Licensee equal to at least the lesser of (i) $250,000 and (ii) an amount required to maintain its twenty percent (20%) equity ownership interest in the Licensee (on a fully diluted, as converted basis), this participation right shall terminate. | |
In addition, so long as the Company owns at least ten percent (10%) of the outstanding equity interests of the Licensee (on a fully diluted, as converted basis), the Company shall have the right to designate one member of the Licensee’s board of directors or similar governing body. The initial board of the Licensee shall consist of no more than five (5) members. Any such member designated by the Company shall be reasonably acceptable to the Licensee. The Company’s current chief executive officer shall provide an oversight function to the Licensee for six months following the execution of the License Agreement. | |
The MOU provides that in the event the parties fail to enter into the License Agreement within forty-five (45) days of the date of the MOU after a reasonable good-faith negotiation by the parties, the Licensee shall be entitled, at its sole option, to rescind all or a portion of its equity investment in the Company; provided, however, in the event the parties are in the process of good faith negotiations at the end of such forty-five (45) day period, the Company shall have the right to extend the period to finalize negotiation and execute the License Agreement for an additional forty-five (45) days, and the Licensee shall not be entitled to rescind all or a portion of its equity investment in the Company until the expiration of such additional forty-five (45) day period. | |
Consummation of the transactions contemplated by the MOU is subject to the negotiation and execution by the parties of the License Agreement and related transaction documents. |
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 3 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Stock Options Tables | ' | ||||||||||||||||
Common stock options issued and outstanding | ' | ||||||||||||||||
Options | Weighted | Aggregate | Weighted | ||||||||||||||
average | intrinsic | average | |||||||||||||||
exercise | value | remaining | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Outstanding at February 28, 2014 | 2,680,000 | $ | 1.70 | $ | 599,025 | 8.78 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited | - | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding and expected to vest at May 31, 2014 | 2,680,000 | $ | 1.70 | $ | 428,690 | 8.53 | |||||||||||
Exercisable at May 31, 2014 | 1,820,000 | $ | 1.89 | $ | 428,690 | 8.28 |
WARRANTS_Tables
WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Warrants Tables | ' | ||||||||||||||||
Common stock purchase warrants issued and outstanding | ' | ||||||||||||||||
Warrants | Weighted | Aggregate | Weighted | ||||||||||||||
average | intrinsic | average | |||||||||||||||
exercise | value | remaining | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Outstanding at February 28, 2014 | 3,146,355 | $ | 1.24 | $ | 807,096 | 2.97 | |||||||||||
Granted | 50,000 | $ | 1.8 | - | 4.87 | ||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited | - | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding at May 31, 2014 | 3,196,355 | $ | 1.25 | $ | 480,842 | 2.75 | |||||||||||
Warrants exercisable | ' | ||||||||||||||||
Exercise prices | Number of shares | Weighted average remaining life (years) | Exercisable number of shares | ||||||||||||||
$ | 0.68 | 220,000 | 2.46 | 220,000 | |||||||||||||
$ | 0.91 | 1,497,124 | 2.67 | 1,497,124 | |||||||||||||
$ | 1.4 | 786,250 | 2.24 | 786,250 | |||||||||||||
$ | 1.5 | 175,000 | 2.01 | 1,750,000 | |||||||||||||
$ | 2.1 | 472,001 | 3.67 | 472,001 | |||||||||||||
$ | 2.5 | 25,980 | 3.62 | 25,980 | |||||||||||||
$ | 3 | 20,000 | 2.67 | 20,000 |
CONVERTIBLE_NOTES_Tables
CONVERTIBLE NOTES (Tables) | 3 Months Ended | ||||
31-May-14 | |||||
Convertible Notes Tables | ' | ||||
Computation of loss on extinguishment | ' | ||||
Fair value of Amended 2013 Notes (1) | $ | 1,243,482 | |||
Fair value of non-cash consideration issued to the creditor (2) | 269,707 | ||||
Reacquisition price | 1,513,189 | ||||
Carrying value of the debt at modification | 1,480,336 | ||||
Loss on extinguishment | $ | 32,853 | |||
(1) Fair value was determined using level 2 inputs, specifically prices for a subsequent issuance of comparable debt instruments. | |||||
(2) Consist of $143,325 fair value of common stock issued and $126,382 fair value of warrants issued and warrants modified. The warrants were valued using a Black-Scholes model with the following inputs: (1) a discount rate of 1.27%; (2) an expected term of 4.00 years; (3) an expected volatility of 121%; and (4) zero expected dividends. |
DESCRIPTION_OF_BUSINESS_AND_GO1
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Description Of Business And Going Concern Details Narrative | ' | ' |
Date of incorporation | 28-Mar-07 | ' |
Going Concern | ' | ' |
Accumulated deficit | $11,959,759 | ' |
Net loss | ($1,232,084) | ($1,603,077) |
EQUITY_Details_Narrative
EQUITY (Details Narrative) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Advisory And Clinical [Member] | ' | ' |
Restricted stock issued | $153,013 | ' |
Director [Member] | ' | ' |
Common stock issued | 150,000 | ' |
Achievement goal | 5,000,000 | ' |
Fair value | 375,000 | ' |
Consultant and Advisor [Member] | ' | ' |
Common stock issued | 100,000 | ' |
Fair value | 250,000 | ' |
Stock compensation expense | 250,000 | 0 |
Consultant [Member] | ' | ' |
Common stock issued | 50,000 | 12,000 |
Fair value | 67,500 | 34,200 |
Stock compensation expense | 34,200 | 0 |
Pre-paid expense | $33,750 | ' |
STOCK_OPTIONS_Details
STOCK OPTIONS (Details) (USD $) | 3 Months Ended |
31-May-14 | |
Options Outstanding | ' |
Outstanding at Beginning of Period | 2,680,000 |
Granted | ' |
Exercised | ' |
Forfeited | ' |
Expired | ' |
Outstanding and expected to vest at End of Period | 2,680,000 |
Exercisable at End of period | 1,820,000 |
Weighted Average Exercise Price | ' |
Outstanding at Beginning of Period | $1.70 |
Granted | ' |
Exercised | ' |
Forfeited | ' |
Expired | ' |
Outstanding and expected to vest at End of Period | $1.70 |
Exercisable at End of period | $1.89 |
Outstanding at Beginning of Period | $599,025 |
Granted | ' |
Exercised | ' |
Forfeited | ' |
Expired | ' |
Outstanding and expected to vest at End of Period | 428,690 |
Exercisable at End of period | $428,690 |
Weighted Average Remaining Contractual Term | ' |
Outstanding at Beginning of Period | '8 years 9 months 11 days |
Outstanding and expected to vest at End of Period | '8 years 6 months 11 days |
Exercisable at End of period | '8 years 3 months 11 days |
STOCK_OPTIONS_Details_Narrativ
STOCK OPTIONS (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||
31-May-14 | Feb. 28, 2014 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | |
Option $3.25 (1) [Member] | Option $3.25 (1) [Member] | Option $3.25 (2) [Member] | Option $3.25 (2) [Member] | Option $0.68 [Member] | Option $3.25 [Member] | Option $1.50 (2) [Member] | Option $1.50 (Aggregate) [Member] | Option $1.50 (1) [Member] | |||
Stock options issued | ' | ' | ' | 300,000 | ' | 523,500 | ' | ' | ' | ' | ' |
Stock option price per share | ' | ' | ' | $3.25 | ' | $3.25 | ' | ' | ' | ' | ' |
Stock options fair value | ' | ' | ' | $632,794 | ' | $310,814 | ' | ' | ' | ' | ' |
Stock option discount rate | ' | ' | ' | 0.68% | ' | 2.16% | ' | ' | ' | ' | ' |
Stock option expected term | '8 years 3 months 11 days | ' | ' | '5 years 3 months | ' | '9 years 10 months 6 days | ' | ' | ' | ' | ' |
Stock option expected volatility | ' | ' | ' | 129.00% | ' | 128.00% | ' | ' | ' | ' | ' |
Stock option expected dividends | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' |
Stock option expense | ' | ' | 0 | 158,199 | 0 | 310,814 | ' | ' | ' | ' | ' |
Outstanding options exercisable/vested | $1.70 | $1.70 | ' | ' | ' | ' | $896,500 | $823,500 | $100,000 | $640,000 | ' |
Outstanding options price per share | $1.89 | ' | ' | ' | ' | ' | $0.68 | $3.25 | $1.50 | $1.50 | ' |
Outstanding options weighted average life | ' | ' | '8 years 10 months 6 days | ' | ' | ' | '7 years 7 months 10 days | ' | '9 years 6 months 18 days | ' | '9 years 6 months 18 days |
Outstanding options not yet vested | ' | ' | ' | ' | ' | ' | 220,000 | ' | ' | ' | ' |
Outstanding options weighted average life, Nonvested | ' | ' | ' | ' | ' | ' | '7 years 7 months 10 days | ' | ' | ' | ' |
Unrecognized compensation expense | $270,274 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unmeasured compensation shares | 670,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Details
WARRANTS (Details) (Warrant [Member], USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Warrant [Member] | ' | ' |
Warrants Outstanding | ' | ' |
Outstanding at Beginning of Period | 3,146,355 | 3,196,355 |
Issued | 50,000 | ' |
Outstanding at End of Period | 3,196,355 | 3,196,355 |
Weighted Average Exercise Price | ' | ' |
Outstanding at Beginning of Period | $1.24 | $1.25 |
Issued | $1.80 | ' |
Outstanding at End of Period | $1.25 | $1.25 |
Average Intrensic Value | ' | ' |
Outstanding at Beginning of Period | $807,096 | $480,842 |
Issued | ' | ' |
Outstanding at End of Period | $480,842 | $480,842 |
Weighted Average Remaining Contractual Term | ' | ' |
Outstanding at Beginning of Period | '2 years 11 months 19 days | ' |
Issued | '4 years 10 months 13 days | ' |
Outstanding at End of Period | '2 years 9 months 0 days | ' |
WARRANTS_Details_1
WARRANTS (Details 1) (USD $) | 31-May-14 | Feb. 28, 2014 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 |
WarrantExercisableOne [Member] | WarrantExercisableTwo [Member] | WarrantExercisableThree [Member] | WarrantExercisable Four [Member] | WarrantExercisable Five [Member] | WarrantExercisableSix [Member] | WarrantExercisableSeven [Member] | |||
Exercise prices | $1.70 | $1.70 | $0.68 | $0.91 | $1.40 | $1.50 | $2.10 | $2.50 | $3 |
Number of shares | 2,680,000 | 2,680,000 | 220,000 | 1,497,124 | 786,250 | 175,000 | 472,001 | 25,980 | 20,000 |
Weighted average remaining life (years) | ' | ' | '2 years 5 months 16 days | '2 years 8 months 1 day | '2 years 2 months 27 days | '2 years 0 months 4 days | '3 years 8 months 1 day | '3 years 7 months 13 days | '2 years 8 months 1 day |
Exercisable number of shares | ' | ' | 220,000 | 1,497,124 | 786,250 | 1,750,000 | 172,001 | 25,980 | 20,000 |
WARRANTS_Details_Narrative
WARRANTS (Details Narrative) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Granted Warrants | ' | ' |
Placement Agent [Member] | ' | ' |
Granted Warrants | ' | 8,480 |
Exercise prices | ' | $2.50 |
Warrant term | ' | '5 years |
Fair value | ' | $25,498 |
Discount rate | ' | 74.00% |
Expected volatility | ' | 134.00% |
Expected dividends | ' | $0 |
Warrant [Member] | ' | ' |
Granted Warrants | 50,000 | 70,000 |
Exercise prices | $1.50 | $3 |
CONVERTIBLE_NOTES_Details
CONVERTIBLE NOTES (Details) (USD $) | 3 Months Ended |
31-May-14 | |
Convertible Notes Details | ' |
Fair value of Amended 2013 Notes | $1,243,482 |
Fair value of non-cash consideration issued to the creditor | 269,707 |
Reacquisition price | 1,513,189 |
Carrying value of the debt at modification | 1,480,336 |
Loss on extinguishment | $32,853 |
CONVERTIBLE_NOTES_Details_Narr
CONVERTIBLE NOTES (Details Narrative) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Loss on extinguishment of debt | ($1,480,336) | ' |
Debt discount due to beneficial conversion feature | ' | 66,510 |
Accretion | 120,399 | ' |
Accretion - discount | 221,674 | 1,500 |
Principal repaid | -100,000 | -20,663 |
Loss on extinguishment | 32,853 | ' |
2013 Notes (1) [Member] | ' | ' |
Convertible promissory notes issued | 1,487,000 | ' |
Convertible note interest rate | 8.00% | ' |
Gross proceeds minimum aggregate | 3,500,000 | ' |
Per security price of securities sold in Qualified Financing | $1.15 | ' |
Conversion price right | $2.50 | ' |
The 2013 Notes (2) [Member] | ' | ' |
Convertible promissory notes issued | 148,700 | ' |
Warrant exercise price | $3 | ' |
Expected term | '4 years | ' |
Gross proceeds minimum aggregate | 3,500,000 | ' |
Per security price of securities sold in Qualified Financing | $1.15 | ' |
Conversion price right | $2.50 | ' |
The 2013 Notes (3) [Member] | ' | ' |
Convertible promissory notes issued | 1,387,000 | ' |
Warrant exercise price | $3 | ' |
Amended exercise price | $2.10 | ' |
Amended note principal balance | 128,700 | ' |
Shares issued pursuant to amendment | 92,468 | ' |
Loss on extinguishment of debt | 32,853 | ' |
Expected term | '4 years | ' |
Principal repaid | 100,000 | ' |
Accrued interest | 8,828 | ' |
Amended conversion price | $1.50 | ' |
2014 Notes (1) [Member] | ' | ' |
Convertible promissory notes issued | 500,000 | ' |
Convertible note interest rate | 8.00% | ' |
Warrants issued | 83,333 | ' |
Warrant exercise price | $2.10 | ' |
Gross proceeds minimum aggregate | 3,500,000 | ' |
Per security price of securities sold in Qualified Financing | $1.15 | ' |
Conversion price right | $1.50 | ' |
The 2014 Notes (2) [Member] | ' | ' |
Convertible promissory notes issued | 855,000 | ' |
Convertible note interest rate | 8.00% | ' |
Warrants issued | 142,500 | ' |
Warrant exercise price | $2.10 | ' |
Gross proceeds minimum aggregate | 5,000,000 | ' |
Per security price of securities sold in Qualified Financing | $1.15 | ' |
Conversion price right | $1.50 | ' |
Additional Notes [Member] | ' | ' |
Convertible promissory notes issued | 390,000 | ' |
Warrants issued | 25,000 | ' |
Warrant exercise price | $2.10 | ' |
Gross proceeds minimum aggregate | $5,000,000 | ' |
Per security price of securities sold in Qualified Financing | $1.15 | ' |
Conversion price right | $1.50 | ' |
EQUIPMENT_Details
EQUIPMENT (Details) (USD $) | 31-May-14 | Feb. 28, 2014 | 31-May-13 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 |
Research Equipment [Member] | Research Equipment [Member] | Computer Equipment [Member] | Computer Equipment [Member] | ||||
Estimated useful life | ' | ' | ' | 'P7Y | ' | 'P5Y | ' |
Equipment, gross | $238,446 | ' | $65,722 | $165,537 | ' | $72,909 | $65,722 |
Accumulated depreciation and amortization | -46,828 | -24,192 | ' | ' | ' | ' | ' |
Equipment, net | $521,168 | $204,254 | ' | ' | ' | ' | ' |
EQUIPMENT_Details_Narrative
EQUIPMENT (Details Narrative) (USD $) | 3 Months Ended |
31-May-14 | |
Property, Plant and Equipment [Abstract] | ' |
Microscope purchase price | $318,603 |
Down payment for microscope | 21,115 |
Monthly payment | 10,260 |
Number of payments | 36 |
Security deposit | $238,952 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended |
Jul. 14, 2014 | 31-May-14 | |
Additional Notes [Member] | ||
Convertible promissory notes issued | ' | $390,000 |
Warrants issued | ' | 130,000 |
Warrants exercise price | ' | $1.50 |
License signing fee | 10,000 | ' |
2015 Antibody License payment | 5,000 | ' |
2016 Antibody License payment | 10,000 | ' |
2017 Antibody License payment | 15,000 | ' |
2018 Antibody License payment | 15,000 | ' |
2019 Antibody License payment | 20,000 | ' |
Additional license payments 2020 and after | 20,000 | ' |
Purchase agreement common stock | 10,000,000 | ' |
Exercise price for Purchase agreement | $1.50 | ' |
Aggregate gross proceeds | 1,000,000 | ' |
Purchase agreement common stock issued | 4,714,025 | ' |
Purchase agreement preferred shares issued | 500,000 | ' |
Purchase agreement warrants issued | 2,962,500 | ' |
Aggregate purchase price | 4,092,427 | ' |
Automatic conversion of convertible promissory notes | 3,357,000 | ' |
Additional capital to be raised | 4,264,573 | ' |
Services agreement retainer | 250,000 | ' |
Accrued interest repaid to convertible promissory note holders | 6,596 | ' |
Employee performance based stock options | 127,800 | ' |
Purchase agreement second closing, common stock | 188,182 | ' |
Purchase agreement second closing, warrants | 103,500 | ' |
Aggregate purchase price, second closing | $207,000 | ' |