Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | ||
May. 31, 2015 | May. 21, 2015 | Aug. 31, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | MetaStat, Inc. | ||
Entity Central Index Key | 1,404,943 | ||
Document Type | 10-Q | ||
Document Period End Date | May 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-29 | ||
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 | $ 13,967,296 | ||
Entity Common Stock, Shares Outstanding | 27,630,052 | ||
Document Fiscal Period Focus | Q1 | ||
Document Fiscal Year Focus | 2,016 | ||
Trading symbol | MTST |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May. 31, 2015 | Feb. 28, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,032,563 | $ 257,820 |
Prepaid expenses | 159,860 | $ 38,748 |
Assets held for sale | 85,196 | |
Total Current Assets | 1,277,619 | $ 296,568 |
Equipment (net of accumulated depreciation of $98,053 and $96,089, respectively) | 514,487 | 526,606 |
Refundable deposits | 281,052 | 278,952 |
TOTAL ASSETS | 2,073,158 | 1,102,126 |
Current liabilities | ||
Accounts payable | 336,534 | 293,152 |
Accrued expense | 129,179 | 4,565 |
Current portion of capital lease | $ 102,773 | 99,965 |
Accrued interest payable | 2,351 | |
Accrued dividends on Series B Preferred Stock | $ 45,530 | 16,767 |
Total Current Liabilities | 614,016 | 416,800 |
Capital lease | 142,870 | 169,676 |
Warrant liability | 136,500 | 273,000 |
TOTAL LIABILITIES | 893,386 | 859,476 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, ($0.0001 par value; 150,000,000 shares authorized; 27,630,052 and 27,470,960 shares issued and outstanding respectively) | 2,763 | 2,747 |
Additional Paid-in-capital | 20,974,978 | 18,962,965 |
Accumulated deficit | (19,798,056) | (18,723,149) |
Total stockholders' equity | 1,179,772 | 242,650 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,073,158 | 1,102,126 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 874,257 and 874,257 shares issued and outstanding respectively); Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 621 and 229 shares issued and outstanding respectively) | $ 87 | |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 874,257 and 874,257 shares issued and outstanding respectively); Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 621 and 229 shares issued and outstanding respectively) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May. 31, 2015 | Feb. 28, 2015 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Accumulated depreciation | $ 98,053 | $ 96,089 |
Convertible debentures, discount | $ 206,636 | |
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 27,630,052 | 27,470,960 |
Common stock, shares outstanding | 27,630,052 | 27,470,960 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares issued | 874,257 | 874,257 |
Preferred stock, shares outstanding | 874,257 | 874,257 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares issued | 621 | 229 |
Preferred stock, shares outstanding | 621 | 229 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Revenue | ||
Revenue | ||
Total revenue | ||
OPERATING EXPENSES | ||
General & administrative | $ 948,895 | $ 529,836 |
Research & development | 219,327 | 258,747 |
Total Operating Expenses | 1,168,222 | 788,583 |
OTHER EXPENSES (INCOME) | ||
Interest expense | $ 4,917 | 58,673 |
Accretion expense | 342,073 | |
Deferred financing costs amortization | 45,392 | |
Other income, net | $ (169) | $ (2,637) |
Change in fair value of warrant liability | (136,500) | |
Settlement expense | 38,437 | |
Total Other Expenses (Income) | (93,315) | $ 443,501 |
NET LOSS | (1,074,907) | (1,232,084) |
Net loss | (2,197,660) | $ (1,232,084) |
Deemed Dividend on Series B Preferred Stock issuance | (1,067,491) | |
Accrued dividends on Series B Preferred Stock | (55,262) | |
Loss attributable to common shareholders | $ (2,197,660) | $ (1,232,084) |
Net loss per share, basic and diluted | $ (0.08) | $ (0.06) |
Weighted average of shares outstanding | 27,138,854 | 21,622,812 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,074,907) | $ (1,232,084) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 24,845 | 9,222 |
Share based compensation | $ 207,112 | 33,750 |
Accretion expense | $ 342,073 | |
Change in fair value of warrant liability | $ (136,500) | |
Net changes in assets and liabilities | ||
Other receivable | $ 20,000 | |
Prepaid expenses | $ (13,862) | (21,427) |
Deferred financing costs | 45,392 | |
Refundable deposit | $ (2,100) | (238,952) |
Accounts payable | 43,382 | 439,651 |
Accrued expenses | 53,114 | 32,662 |
Interest payable | (2,351) | 50,080 |
NET CASH USED IN OPERATING ACTIVITIES | (901,267) | (519,633) |
Purchase of equipment | (97,922) | (7,533) |
Net cash used in investing activities | $ (97,922) | (7,533) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes | $ 225,000 | |
Proceeds from issuance of common stock and warrants | $ (111,563) | |
Proceeds from issuance of Series B preferred stock and warrant, net | $ 1,945,244 | |
Payment of convertible notes | $ (100,000) | |
Payment of short-term debt | $ (35,750) | |
Payment of capital lease obligation | (23,999) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,773,932 | $ 125,000 |
Increase (decrease) in cash and cash equivalents | 774,743 | (402,166) |
Cash at the beginning of the period | 257,820 | 483,408 |
Cash at the end of the period | $ 1,032,563 | 81,242 |
Common stock issued for services not yet rendered (prepaid expense) | 67,500 | |
Issuance on lease financing for fixed assets | 318,603 | |
Financing of insurance premium through short-term debt | $ 107,250 | 93,840 |
Warrants issued with convertible notes | 35,289 | |
Beneficial conversion feature in convertible notes | $ 31,221 | |
Warrants issued to placement agent | $ 158,441 | |
Series B Preferred Stock accrued dividends | 55,262 | |
Series B Preferred PIK dividend | 26,498 | |
Reclassification of equipment to assets held for sale | $ 85,196 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 3 Months Ended |
May. 31, 2015 | |
Description Of Business And Going Concern | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | MetaStat, Inc. (we, us, our, the Company, or MetaStat) is a pre-commercial molecular diagnostic company focused on the development and commercialization of novel diagnostics to provide physicians and patients actionable information regarding the risk of systemic metastasis. We believe cancer treatment strategies can be personalized and outcomes improved through new diagnostic tools that identify the aggressiveness and metastatic potential of primary tumors. The Company was incorporated on March 28, 2007 under the laws of the State of Nevada. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetaStat Biomedical, Inc., a Delaware corporation and all significant intercompany balances have been eliminated by 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 Companys audited consolidated financial statements and related footnotes for the year ended February 28, 2015 included in the Companys Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (SEC) on May 28, 2015. 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 Companys financial position as of May 31, 2015 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. In previous filings, the Company has reported as a Development Stage Entity. 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 elected to early adopt the presentation and disclosure provisions of ASU 2014-10 effective August 31, 2014. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced net losses and negative cash flows from operations since its inception. The Company has sustained cumulative losses of $19,798,056 as of May 31, 2015 and has not generated revenues or positive cash flows from operations. 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 Companys ability to continue as a going concern. The Company cannot make any assurances that additional financings will be available to it and, if available, 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 its business and operations and could also lead to the reduction or suspension of the Companys 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. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
CAPITAL STOCK | The Company has authorized 160,000,000 shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 10,000,000 are shares of blank-check preferred stock. Our board of directors (Board) is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control. Common Stock The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds; however, the current policy of our Board is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. Series A Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series A Preferred Stock (the Series A Certificate of Designation), the terms of the Series A Preferred Stock are as follows: Ranking The Series A Preferred Stock will rank senior to our common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. Dividends The Series A Preferred Stock is not entitled to any dividends. Liquidation Rights In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series A Preferred Stock an amount equal to the fair market value as determined in good faith by the Board. Voluntary Conversion; Anti-Dilution Adjustments Each share of Series A Preferred Stock shall be convertible into one share of common stock (the Series A Conversion Ratio). The Series A Conversion Ratio is subject to customary adjustments for issuances of shares of common stock as a dividend or distribution on shares of the common stock, or mergers or reorganizations. Voting Rights The Series A Preferred Stock has no voting rights. The common stock into which the Series A Preferred Stock is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding common stock, and none of the rights of the Series A Preferred Stock. Series B Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock (the Series B Certificate of Designation), the terms of the Series B Preferred Stock are as follows: Ranking The Series B Preferred Stock will rank senior to the Companys Series A Convertible Preferred Stock and common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. Stated Value Each shares of Series B Preferred Stock will have a stated value of $5,500, subject to adjustment for stock splits, combinations and similar events (the Stated Value). Dividends Cumulative dividends on the Series B Preferred Stock accrue at the rate of 8% of the Stated Value per annum, payable quarterly on March 31, June 30, September 30, and December 31 of each year, from and after the date of the initial issuance. Dividends are payable in kind in additional shares of Series B Preferred Stock valued at the Stated Value or in cash at the sole option of the Company. At May 31, 2015 and February 28, 2015, the dividend payable to the holders of the Series B Preferred stocks amounted to approximately $45,530 and $16,767, respectively. During the three months ended May 31, 2015, the Company issued 4.818 shares of Series B Preferred Stock for payment of dividends amounting to $26,498. Liquidation Rights If the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, each holder of the Series B Preferred Stock will be entitled to receive out of the Companys assets available for distribution to stockholders, after satisfaction of liabilities to creditors, if any, but before any distribution of assets is made on the Series A Preferred Stock or common stock or any of the Companys shares of stock ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating distribution in the amount of the Stated Value of all such holders Series B Preferred Stock plus all accrued and unpaid dividends thereon. At May 31 and February 28, 2015, the value of the liquidation preference of the Series B Preferred stocks aggregated to approximately $3,460,000 and $1,274,000, respectively. Conversion; Anti-Dilution Adjustments Each share of Series B Preferred Stock will be convertible at the holders option into common stock in an amount equal to the Stated Value plus accrued and unpaid dividends thereon through the conversion date divided by the then applicable conversion price. The initial conversion price is $0.55 per share (the Series B Conversion Price) and is subject to customary adjustments for issuances of shares of common stock as a dividend or distribution on shares of common stock, or mergers or reorganizations, as well as full ratchet anti-dilution adjustments for future issuances of other Company securities (subject to certain standard carve-outs) at prices less than the applicable Series B Conversion Price. The Series B Preferred Stock is subject to automatic conversion (the Mandatory Conversion) at such time when the Companys common stock has been listed on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT; provided, that, on the Mandatory Conversion date, a registration statement providing for the resale of the shares of common stock underlying the Series B Preferred Stock is effective. In the event of a Mandatory Conversion, each share of Series B Preferred Stock will convert into the number of shares of common stock equal to the Stated Value plus accrued and unpaid dividends divided by the applicable Series B Conversion Price. Voting Rights On March 27, 2015, the holders of the Series B Preferred Stock entered into an Amended and Restated Series B Preferred Purchase Agreement, whereby the Company filed an Amended and Restated Series B Preferred Certificate of Designation. The Amended and Restated Series B Preferred Certificate of Designation provides that the holders of the Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such Series B Preferred Stock could be converted for purposes of determining the shares entitled to vote at any regular, annual or special meeting of stockholders of the Company, and shall have voting rights and powers equal to the voting rights and powers of the common stock (voting together with the common stock as a single class). Most Favored Nation For a period of up to 30 months after March 31, 2015, if the Company issues any New Securities (as defined below) in a private placement or public offering (a Subsequent Financing), the holders of Series B Preferred Stock may exchange all of the Series B Preferred Stock at their Stated Value plus all Series A Warrants (as defined below) issued to the Series B Preferred Stock investors in the Series B Private Placement for the securities issued in the Subsequent Financing on the same terms of such Subsequent Financing. This right expires upon the earlier of (i) September 30, 2017 and (ii) the consummation of a bona fide underwritten public offering in which the Company receives aggregate gross proceeds of at least $5,000,000. New Securities means shares of the common stock, any other securities, options, warrants or other rights where upon exercise or conversion the purchaser or recipient receives shares of the common stock, or other securities with similar rights to the common stock, subject to certain standard carve-outs. See Note 3 for the accounting treatment of the Series B Preferred Stock. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | Issuances of common stock for services 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 expensed during the three months ended May 31, 2014. During the three months ended May 31, 2015, the Company issued an aggregate of 320,000 shares of common stock to consultants for services that vested immediately. The fair value of the shares amounted to $133,406 on the grant dates, which was recognized into general and administrative expense during the three months ended May 31, 2015. Settlement On April 1, 2015, the Company entered into a settlement agreement to settle a dispute with two affiliated security holders in which the Company paid $150,000, in exchange for the cancellation of all Company securities held by such parties, which included an aggregate of 160,908 shares of common stock, 25,000 common stock purchase warrants with an exercise price of $2.10 and 75,000 common stock purchase warrants with an exercise price of $1.50 Additionally, the Company reimbursed $3,000 of legal expenses to the two affiliated security holders. The Company recorded the fair value of the instruments as a reduction of equity as equity instruments were cancelled and recognized a settlement expense of $38,437 for the excess of the amount paid over the fair value of the cancelled equity instruments. Series B preferred stock financing the Series B Private Placement The Company entered into an amended and restated securities purchase agreement (the A&R Series B Purchase Agreement) on March 27, 2015 and March 31, 2015 with a number of new and existing accredited investors (collectively, the Series B Investors) pursuant to which it sold $2,130,750 of Series B Preferred Stock convertible into common stock at $0.55 per share in a private placement (the Series B Private Placement). In addition, pursuant to the A&R Series B Purchase Agreement, the Company issued series A warrants (the Series A Warrants) to purchase up to 2,905,568 shares of common stock at an initial exercise price per share of $0.70 to the Series B Investors. The Series A Warrants expire on March 31, 2020. Pursuant to the closings of the Series B Private Placements in March 2015, the Company issued 387.4088 shares of Series B Preferred Stock convertible into 3,874,088 shares of common stock and Series A Warrants to purchase 2,905,568 shares of common stock for an aggregate purchase price of $2,130,750, of which $18,000 represents the exchange of stock-based compensation to a consultant that was to be settled in the form of shares of common stock and was settled is Series B Preferred Stock and Series A Warrants. As a result of the exchange, the Company recorded an additional $12,695 of stock-based compensation. In connection with the March 2015 closings of the Series B Private Placement, the placement agents were paid a total cash fee of $147,451 including expense allowances and reimbursements, and were issued an aggregate of 309,927 Series A Warrants. On the grant dates, the fair value of the placement agent warrants amounted to $158,441 and was recorded as a stock issuance cost. Net proceeds amounted to $1,945,244 after deducting offering expenses to be paid in cash, including the placement agent fees and legal fees and other expenses. Accounting for the Series B Preferred Stock The Company determined the Series B Preferred Stock should be classified as equity as it is not mandatorily redeemable, and there are no unconditional obligations in that (1) the Company must or may settle in a variable number of its equity shares and (2) the monetary value is predominantly (a) fixed, (b) varying with something other than the fair value of the Companys equity shares or (c) varying inversely in relation to the Companys equity shares. Because the Series B Preferred Stock contain certain embedded features that could affect the ultimate settlement of the Series B Preferred Stock, the Company analyzed the instrument for embedded derivatives that require bifurcation. The Companys analysis began with determining whether the Series B Preferred Stock is more akin to equity or debt. The Company evaluated the following criteria/features in this determination: redemption, voting rights, collateral requirements, covenant provisions, creditor and liquidation rights, dividends, conversion rights and exchange rights. The Company determined that the preponderance of evidence suggests the Series B Preferred Stock was more akin to equity than to debt when evaluating the economic characteristics and risks of the entire Series B Preferred Stock, including the embedded features. The Company then evaluated the embedded features to determine whether their economic characteristics and risks were clearly and closely related to the economic characteristics and risks of the Series B Preferred Stock. Since, the Series B Preferred Stock was determined to be more akin to equity than debt, and the underlying that causes the value of the embedded features to fluctuate would be the value of the Companys common stock, the embedded features were considered clearly and closely related to the Series B Preferred Stock. As a result, the embedded features would not need to be bifurcated from the Series B Preferred Stock. Any beneficial conversion features, related to the exercise of the Most Favored Nation exchange right or the application of the Mandatory Conversion provision, would be recognized upon the occurrence of the contingent events based on its intrinsic value at the commitment date. Accounting for the Series A Warrants The Company concluded the freestanding Series A Warrants were indexed to the Companys common stock and should be classified in stockholders equity, based on their relative fair value. Allocation of Proceeds of the Series B Private Placement on March 27 and 31, 2015 The $2,130,750 proceeds from the Series B Private Placement on March 27 and 31, 2015 were allocated to the Series B Preferred Stock and Series A Warrant instruments based on their relative fair values. The Series B Preferred Stock was valued on an as-if-converted basis based on the underlying common stock. The Series A Warrants were valued using the Black-Scholes model with the following weighted-average input at the time of issuance: expected term of 5.0 years based on their contractual life, volatility of 125% based on the Companys historical volatility and risk free rate of 1.4% based on the rate of the 5-years U.S. treasury bill. After allocation of the proceeds, the effective conversion price of the Series B Preferred Stock was determined to be beneficial and, as a result, the Company recorded a non-cash deemed dividend of $1,067,491 equal to the intrinsic value of the beneficial conversion feature. The Series B Registration Rights Agreement In connection with the closing of the Series B Private Placement, the Company entered into an amended and restated registration rights agreement (the A&R Series B Registration Rights Agreement) with the Series B Investors, in which the Company agreed to file a registration statement (the Registration Statement) with the Securities and Exchange Commission ("SEC") to register for resale the shares of common stock underlying the Series B Preferred Stock, the Series A Warrants and the Series B Warrants within 30 calendar days of the final closing date of March 31, 2015 (the Filing Date), and to have the registration statement declared effective within 120 calendar days of the Filing Date. If the Registration Statement has not been filed with the SEC on or before the Filing Date, the Company shall, on the business day immediately following the Filing Date, and each 15th day thereafter, make a payment to the Series B Investors as partial liquidated damages for such delay (together, the Late Registration Payments) equal to 2.0% of the purchase price paid for the Series B Preferred Stock then owned by the Series B Investors for the initial 15 day period and 1.0% of the purchase price for each subsequent 15 day period until the Registration Statement is filed with the SEC. Late Registration Payments will be prorated on a daily basis during each 15 day period and will be paid to the Series B Investors by wire transfer or check within five business days after the end of each 15 day period following the Filing Date. The Company filed the Registration Statement on Form S-1 with the SEC on April 10, 2015, and as a result no penalty was incurred. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
May. 31, 2015 | |
Stock Options | |
STOCK OPTIONS | On June 22, 2015, our shareholders approved amending our Amended and Restated 2012 Omnibus Securities and Incentive Plan (the 2012 Incentive Plan) to increase the number of authorized shares of common stock reserved for issuance under the 2012 Incentive Plan to a number not to exceed fifteen percent (15%) of the issued and outstanding shares of common stock on an as converted primary basis (the As Converted Primary Shares) on a rolling basis. For calculation purposes, the As Converted Primary Shares shall include all shares of common stock and all shares of common stock issuable upon the conversion of outstanding preferred stock and other convertible securities, but shall not include any shares of common stock issuable upon the exercise of options, warrants and other convertible securities issued pursuant to the 2012 Incentive Plan. The number of authorized shares of common stock reserved for issuance under the 2012 Incentive Plan shall automatically be increased concurrently with the Companys issuance of fully paid and non- assessable shares of As Converted Primary Shares. Shares shall be deemed to have been issued under the 2012 Incentive Plan solely to the extent actually issued and delivered pursuant to an award. During the three months ended May 31, 2015, the Company issued options to purchase 100,000 shares of common stock at $0.75 per share to a consultant. The options vest upon achieving certain performance-based milestones and expire on March 1, 2025. The Company will measure the fair value of these options with vesting contingent on achieving certain performance-based milestones and recognize the compensation expense when vesting becomes probable. The fair value will be measured using a Black-Scholes model. During the three months ended May 31, 2015, 25,000 of these options vested based on achieving certain milestones and the Company recognized $8,000 in stock-based compensation in connection with these options. During the three months ended May 31, 2015, the Company issued options to purchase 1,200,000 shares of common stock at $0.55 per share to non-executive members of its Board. The options vest in three equal installments on each of May 18, 2016, May 18, 2017, and May 18, 2018 and expire on May 18, 2025. These options had a total fair value of $388,000 as calculated using the Black-Scholes model. During the three months ended May 31, 2015, the Company recognized $9,016 of compensation expense related to these options The weighted average inputs to the Black-Scholes model used to value the stock options granted during the three months ended May 31, 2015 are as follows: Expected volatility 123% Expected dividend yield 0.00% Weighted average risk-free interest rate 1.88% Expected Term 6.08 years During the three months ended May 31, 2015, 8,000 options previously issued to a member of the Companys Scientific and Clinical Advisory Board were mutually cancelled by the parties. The member will continue to serve on the Companys Scientific and Clinical Advisory Board without any equity compensation. The following table summarizes common stock options issued and outstanding: Options Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2015 2,810,000 $ 1.58 $ 20,670 8.29 Granted 1,300,000 0.55 - - Exercised - - - - Forfeited 8,000 0.54 - - Expired - - - - Outstanding and expected to vest at May 31, 2015 4,102,000 $ 1.26 $ - 8.65 Exercisable at May 31, 2015 1,769,000 $ 1.76 $ - 7.25 As of May 31, 2015, 8,000 options are exercisable at $0.54 per share with a weighted average life of 9.67 years, 841,500 options are exercisable at $0.68 per share with a weighted average life of 6.61 years, 25,000 options exercisable at $0.75 per share with a life of 9.75 years, 221,000 options are exercisable at $1.50 with a weighted average life of 8.75 years, and 673,500 options are exercisable at $3.25 with a weighted average life of 7.85 years. Additionally, the options that have yet to vest were as follows: 8,000 options exercisable at $0.54 per share with a weighted average life of 9.67 years; 1,200,000 options exercisable at $0.55 per share with a weighted average life of 9.97 years; 75,000 options are exercisable at $0.75 with a weighted average life of 9.75 years; 450,000 options are exercisable at $1.50 with a weighted average life of 8.55 years and 600,000 options are exercisable at $1.10 with a weighted average life of 9.38 years. As of May 31, 2015, we had $468,206 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 1.87 years and, $240,000 of unrecognized compensation related to employee stock options whose recognition is dependent on certain milestones to be achieved. Additionally, there were 525,000 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 |
May. 31, 2015 | |
Warrants | |
WARRANTS | 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 6 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 6 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,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. For the three months ended May 31, 2015, the Company issued an aggregate of 2,905,568 Series A Warrants in connection with the issuances of Series B Preferred Stock in March 2015, referenced in Note 3. These Series A Warrants were issued on March 27 and 31, 2015, are exercisable at $0.70 per share and expire on March 31, 2020. The Series A Warrants vest immediately. The Series A 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 issuances of the Series B Preferred Stock on March 27 and 31, 2015, the Company issued placement agent warrants to purchase an aggregate of 309,927 shares of common stock. These placement agent warrants had the same terms as the Series A Warrants and were issued on March 27, 2015, are exercisable at $0.70 per share and expire on March 31, 2020. These placement agent warrants vest immediately. The fair value of these warrants was determined to be $158,441, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.41%; (2) an expected term of 5.0 years; (3) an expected volatility of 125% and (4) zero expected dividends. For the three months ended May 31, 2015, the Company issued an aggregate of 18,750 warrants to a consultant for services. These warrants were issued on May 31, 2015 and expire on May 31, 2020. 8,333 of such warrants are exercisable at $1.00 per share and 10,417 of such warrants are exercisable at $1.25 per share. These warrants vest immediately. The fair value of these warrants was determined to be $4,771, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.49%; (2) an expected term of 5.0 years; (3) an expected volatility of 124 %; and (4) zero expected dividends. For the three months ended May 31, 2015, the Company recognized $4,771 of stock-based compensation for these warrants. For the three months ended May 31, 2015, 25,000 common stock purchase warrants with an exercise price of $2.10 and 75,000 common stock purchase warrants with an exercise price of $1.50 were repurchased and cancelled as part of a settlement of a dispute with two affiliated security holders (see Note 3). The following table summarizes common stock purchase warrants issued and outstanding: Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2015 8,707,726 $ 1.19 $ 72,250 3.33 Granted 3,234,245 0.70 - - Exercised - - - - Cancelled 100,000 1.65 - - Expired - - - - Outstanding at May 31, 2015 11,841,971 $ 1.05 $ - 3.56 Warrants exercisable at May 31, 2015 are: Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 0.55 455,000 4.84 455,000 $ 0.68 220,000 1.46 220,000 $ 0.70 5,075,866 4.84 5,075,866 $ 0.91 1,497,124 1.67 1,497,124 $ 1.00 8,333 5.00 8,333 $ 1.25 10,417 5.00 10,417 $ 1.40 786,250 1.24 786,250 $ 1.50 3,296,000 3.02 3,296,000 $ 2.10 447,001 2.87 447,001 $ 2.50 25,980 2.62 25,980 $ 3.00 20,000 1.67 20,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
May. 31, 2015 | |
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). 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). The Company determined the Amendments constituted a substantive modification of the 2013 Notes and, as a result, we accounted for this transaction as extinguishment of debt instrument and recorded the amended 2013 Notes at their fair value, amounted to $1,243,482, based on level 2 inputs, specifically prices for a subsequent issuance of comparable debt instruments. During the three months ended May 31, 2015 and 2014, we recorded $0 and $120,399 of accretion expense related to the amended 2013 Notes. 2014 Notes During the three months ended May 31, 2014, the Company issued additional 2014 Notes (as defined below) in the aggregate principal amount of $225,000 with 25,000 detachable warrants that can be exercised at $1.50 per share within a five-year period and 25,000 detachable warrants that can be exercised at $2.10 per share within a four-year period. The promissory notes originally due June 30 and August 15, 2014 (the 2014 Notes) bore interest at the rate of 8% per annum and ranked pari passu Debt Discount and beneficial conversion feature The detachable warrants issued in connection with 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, 2015 and 2014, $0 and $221,674, respectively, was recognized as accretion expense related to the debt discount. Automatic Exchange of the Convertible Notes The Company completed the Qualified Financing on June 30, 2014, whereby all outstanding convertible notes were automatically exchanged into the securities offered in the Qualified Financing. As of May 31, 2015, the Company has no convertible notes outstanding. |
LICENSE AGREEMENTS AND COMMITME
LICENSE AGREEMENTS AND COMMITMENTS | 3 Months Ended |
May. 31, 2015 | |
Research and Development [Abstract] | |
LICENSE AGREEMENTS AND COMMITMENTS | License Agreements In August 2010, we entered into a License Agreement (the License Agreement) with Einstein, MIT, Cornell and IFO-Regina. Pursuant to the License Agreement, we are required to make annual license maintenance fee payments beginning August 26, 2011. We have satisfied all license maintenance payments due through May 31, 2015 and are required to make payments of $50,000 in 2015, $75,000 in 2016 and $100,000 in 2017 and every year the license is in effect thereafter. These annual license maintenance fee payments will be credited to running royalties due on net sales earned in the same calendar year. Effective March 2012, we entered into a second license agreement dated January 3, 2012 (the Second License Agreement) with Einstein. Pursuant to the Second License Agreement, we are required to make annual license maintenance fee payments beginning on January 3, 2013. We have satisfied all license maintenance payments due through May 31, 2015 and are required to make additional payments of $30,000 in 2016, $50,000 in 2017, $75,000 in 2018 and $100,000 in 2019 and every year the license is in effect thereafter. These annual license maintenance fee payments will be credited to running royalties due on net sales earned in the same calendar year. Effective December 2013, we entered into a diagnostic license agreement (the Alternative Splicing Diagnostic License Agreement) with MIT and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology, Einstein, and Montefiore Medical Center. Pursuant to the Alternative Splicing Diagnostic License Agreement, we are required to make annual license maintenance fee payments for each license beginning on January 1, 2015. We have satisfied the license maintenance payment of $10,000 for 2015. We are required to make additional payments of $15,000 in 2016, $25,000 in 2017, $37,500 in 2018, and $50,000 in 2019 and every year each license is in effect thereafter. These annual license maintenance fee payments will be credited to running royalties due on net sales earned in the same calendar year. Effective June 2014, we entered into a license agreement (the Antibody License Agreement) with MIT. Pursuant to the Antibody License Agreement, we are required to make license maintenance fee payments beginning on January 1, 2015. We have satisfied the license maintenance payment of $5,000 for 2015. We are required to make additional payments of $10,000 in 2016, $15,000 in 2017, $15,000 in 2018, and $20,000 in 2019 and every year the license is in effect thereafter. These annual license maintenance fee payments will be credited to running royalties due on net sales earned in the same calendar year. Lease Agreements On August 28, 2014, we entered into a lease agreement for our diagnostic laboratory and office space located in Boston, MA. The term of the lease is from September 1, 2014 through August 31, 2016, and the basic rent payable thereunder is $10,280 per month for the first year and $10,588 per month for the second year. Additional monthly payments under the lease agreement shall include tax payments and operational costs. Additionally, we paid a $40,000 security deposit in connection with entering into the lease. Effective March 1, 2015 we entered into a lease agreement for a short-term office space in New York, NY. The term of the lease is month-to-month and may be terminated with twenty-one (21) days notice. The basic rent payment is $1,400 per month and we paid a $2,100 security deposit in connection with entering into the lease. |
LICENSE, DEVELOPMENT AND COMMER
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC | 3 Months Ended |
May. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC | On November 25, 2014, we entered into a License, Development and Commercialization Agreement (the ASET License Agreement) with ASET Therapeutics LLC (ASET or the Licensee), a private third party entity affiliated with one of the Companys directors. The ASET License Agreement sets forth the rights and obligations of the parties with respect to the grant by the Company to the Licensee of an exclusive license of certain of Companys therapeutic assets and an exclusive sublicense, with the right to sublicense through multiple tiers, of all rights and obligations under the Companys existing Therapeutic License Agreement dated as of as of December 7, 2013 with the Massachusetts Institute of Technology and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology (MIT), Albert Einstein College of Medicine of Yeshiva University, and Montefiore Medical Center (the Therapeutic License Agreement). The licensed technology includes: (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 our labs at SUNY Stony Brook from September 2013 through November 25, 2014. The ASET License Agreement provides that the Company has the right to commercialize any companion diagnostic or biomarker (the Companion Diagnostics) arising from the work performed by the Licensee under the ASET License Agreement, pursuant to an exclusive sublicense. The ASET License Agreement calls for certain customary payments such as annual license maintenance payments ranging from $5,000 to $25,000 and milestone payments upon the achievement of specified regulatory and sales milestones. The ASET License Agreement also requires the payment by ASET of a low single-digit royalty on net sales, at such time, if ever, as ASETs products are fully developed, receive the required regulatory approvals and are commercialized. MIT shall retain the sole and exclusive right to file, prosecute and maintain the MIT patent rights in accordance with the Therapeutic License Agreement. ASET shall have the first right to file, prosecute and maintain at its expense, the MetaStat patent rights not covered by the Therapeutic License Agreement and any patent application(s) or patent(s) arising from joint inventions, using patent counsel selected by ASET. In addition, ASET shall have the first right to initiate and prosecute such legal action or to control the defense of any declaratory judgment action relating to the parties patent rights in the territory in the field. ASET and MetaStat shall jointly bear the expense of such legal action. Pursuant to the Memorandum of Understanding between the Company and ASET (as assignee), as amended (the MOU), ASET is obligated to invest an aggregate of $1.25 million in new equity in the Company, $250,000 of which was invested in the Qualified Financing (see Note 6) with the balance to be invested in a separate financing on substantially similar terms on or before December 31, 2015. In the event that ASET does not satisfy its investment obligation, the ASET License Agreement will terminate and the assets will automatically revert back to the Company. The MOU also required ASET to pay for all costs and expenses of the SUNY Stony Brook facility, up to a maximum of $50,000 per month, from October 15, 2014 until the transfer of such assets under the ASET License Agreement. In addition, ASET agreed to reimburse the Company $150,000 for certain costs incurred at such facility by March 1, 2015. On June 22, 2015, effective May 31, 2015, the Company and ASET entered into a side letter that clarifies certain terms of the MOU including allowing for the equity investments in multiple tranches. In addition, the parties have mutually agreed to an extension of the $150,000 due the Company on March 1, 2015 in connection with the reimbursement the for certain costs. ASET issued an interest free promissory note to the Company in the aggregate amount of $150,000, payable in three installments of $50,000 each due on June 1, 2015, July 1, 2015 and August 1, 2015, respectively. The Company has received the first payment due June 1, 2015. ASET also issued the Company a promissory note in the principal amount of $75,000 for the purchase of the equipment and fixed assets of the Stony Brook, NY laboratory, which are presented as assets available for sale in the consolidated balance sheet. This note is interest free and matures on December 30, 2015. In the event the Company has purchased at least $925,000 in equity of ASET prior to December 30, 2015, then the Company may use this note as payment for its remainder purchase of equity in ASET. Pursuant to the MOU, the Company is obligated to make a $1 million preferred stock equity investment in exchange for a 20% equity interest in ASET (on a fully diluted, as converted basis) on or before December 31, 2015. The Company will maintain its 20% equity ownership in ASET until such time that ASET raises an aggregate of $4,000,000 in equity or in a financing in which ASET issues securities convertible into equity (including the $1 million received from the Company, but excluding any proceeds received by ASET from the sale of the Companys securities), after which it will be diluted proportionately with all other equity holders of ASET. The Company will have the right to maintain its equity position in ASET by participating in future financings; provided, however, that such right will terminate in the event the Company does not make a minimum investment in a future financing of ASET equal to at least the lesser of (i) $250,000 and (ii) an amount required to maintain its 20% equity ownership interest. The MOU also provides that so long as the Company owns at least ten percent (10%) of the outstanding equity interests of ASET, the Company will have the right to designate one member of the ASETs board of directors or similar governing body and that the Companys current chief executive officer shall provide an oversight function to ASET for a period of six months following the execution of the ASET License Agreement. We determined that ASET meets the criteria for variable interest entities (VIEs), which are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary. The primary beneficiary is the party who has both the power to direct the activities of a variable interest entity that most significantly impact the entitys economic performance and an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We determined that we are not the primary beneficiary of ASET based primarily on the facts that we do not have the power to direct ASETs operations nor do we have any obligation to absorb ASET losses. As a result, ASET has not been consolidated by us. Our determination of whether we are the primary beneficiary of the VIE is based upon the facts and circumstances for the VIE and requires significant judgment regarding whether we have power to direct the VIEs most significant activities, which includes, but is not limited to, the VIEs purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIEs initial design and the existence of explicit or implicit financial guarantees. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
May. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | The recorded value of certain financial assets and liabilities, which consist primarily of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate the fair value at May 31 and February 28, 2015 based upon the short-term nature of the assets and liabilities. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: May 31, 2015 Fair value at the beginning of period: $ 273,000 Change in fair value: (136,500) Fair value at end of period: $ 136,500 The Series B warrants contain an adjustment clause affecting the exercise price of the Series B warrants, which may be reduced if the Company issues shares of common stock or convertible securities at a price below the then-current exercise price of the Series B warrants. As a result, we determined that the Series B warrants were not indexed to the Companys common stock and therefore should be recorded as a derivative liability. The Series B Warrants were measured at fair value on the issuance date using a Monte Carlo simulation and will be re-measured to fair value at each balance sheet date, and any resultant changes in fair value will be recorded in earnings. The Monte Carlo simulation as of May 31 and February, 2015 used the following assumptions: (1) a stock price of $0.35 and $0.70, respectively; (2) a risk free rate of 1.49% and 1.50%, respectively; (3) an expected volatility of 125% and (4) a fundraising event to occur on September 30, 2015 that would result in the issuance of additional common stock. |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | Equipment consists of the following: Estimated Useful lives May 31, 2015 February 28, 2015 Research equipment 7 years $ 538,836 $ 548,991 Computer and software equipment 5 years 73,704 73,704 612,540 622,695 Accumulated depreciation and amortization (98,053) (96,089) Equipment, net $ 514,487 $ 526,606 Depreciation and amortization expense was $24,845 and $9,222 for the three months ended May 31, 2015 and 2014, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to $21,160 and $5,665 for the three months ended May 31, 2015 and 2014, respectively. All other depreciation is included in general and administrative expense and amounted to $3,685 and $3,557 for the three months ended May 31, 2015 and 2014, respectively. On March 26, 2014, we entered into an agreement to finance the purchase of research equipment 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 has been satisfied by the Company. As further security, a personal guaranty was required of our former chief executive officer. Capital lease obligation and future payments of capital lease obligations as of May 31, 2015 were as follows: Period Ending May 31, 2016 $ 92,340 2017 123,120 2018 61,560 277,020 Less: amount representing interest 31,377 Capital lease obligations 245,643 Less: current portion 102,773 Noncurrent $ 142,870 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
NET LOSS PER SHARE | Basic net loss per common share is computed based on the weighted average number of common shares outstanding during the period. Restricted shares issued with vesting condition that have not been met at the end of the period are excluded from the computation of the weighted average shares. As of May 31, 2015 and 2014, 437,818 and 303,153, restricted shares of common stock, respectively, were excluded from the computation of the weighted average shares. Diluted net loss per common share is calculated giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares generally consist of incremental shares issuable upon exercise of stock options and warrants and shares issuable from convertible securities. Warrants classified as liability are included in the potential common shares and any change in fair value of the warrant for the period presented is excluded from the net loss. For the period ended May 31, 2015, the liability warrants were not dilutive. In computing diluted loss per share for the periods ended May 31, 2015 and 2014, no effect has been given to the common shares issuable at the end of the period upon the conversion or exercise of the following securities as their inclusion would have been anti-dilutive: May 31, 2015 May 31, 2014 Stock options 4,102,000 2,680,000 Warrants 11,841,971 3,196,355 Convertible notes - 1,769,854 Preferred stock 7,082,887 - Total 23,026,858 7,646,209 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management Changes On June 17, 2015, Oscar L. Bronsther, M.D. resigned as our Chief Executive Officer and Chief Medical Officer. Dr. Bronsther will retain his position as a member of our Board and has entered a consulting agreement to become Chairman of our Scientific and Clinical Advisory Board. In connection with Dr. Bronsthers resignation as Chief Executive Officer and Chief Medical Officer, the Company entered into a standard separation and release agreement with Dr. Bronsther. In recognition of his contribution to the Company over the last 3 years, Dr. Bronsther was granted ten-year options to purchase 400,000 stock options at an exercise price of $0.55 per share, which options vest immediately. Dr. Bronsther shall have the right to exercise any of such options for a period of 180 days following the expiration or termination of the consulting agreement. On June 17, 2015, we entered into an employment agreement with Douglas Hamilton to join us as President and Chief Executive Officer for a term of two years. The employment agreement provides for a base salary of $260,000 and an annual milestone bonus equal to 150% of Mr. Hamiltons compensation thereunder, based on his attainment of certain financial, clinical development, and/or business milestones to be established annually by the Companys Board or compensation committee. Mr. Hamilton was also granted ten-year options to purchase 900,000 shares of the Companys common stock at an exercise price of $0.55 per share. 150,000 options vested immediately and the remaining 750,000 vest upon achieving various milestones including (i) up-listing of the Companys common stock to a national securities exchange, (ii) certification of the CLIA laboratory, (iii) achieving a market capitalization of $100 million, (iv) first commercial product sales, and (v) achieving a sales threshold of $25 million over 12 consecutive months. Option Issuance On June 30, 2015, the Company issued an aggregate of 75,000 options with a strike price of $0.55 per share to employees with annual milestone vesting over three years. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
May. 31, 2014 | |
Stock Options Tables | |
Weighted average inputs to the Black-Scholes model used to value the stock options granted | Expected volatility 123% Expected dividend yield 0.00% Weighted average risk-free interest rate 1.88% Expected Term 6.08 years |
Common stock options issued and outstanding | Options Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2015 2,810,000 $ 1.58 $ 20,670 8.29 Granted 1,300,000 0.55 - - Exercised - - - - Forfeited 8,000 0.54 - - Expired - - - - Outstanding and expected to vest at May 31, 2015 4,102,000 $ 1.26 $ - 8.65 Exercisable at May 31, 2015 1,769,000 $ 1.76 $ - 7.25 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
May. 31, 2014 | |
Warrants Tables | |
Common stock purchase warrants issued and outstanding | Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2015 8,707,726 $ 1.19 $ 72,250 3.33 Granted 3,234,245 0.70 - - Exercised - - - - Cancelled 100,000 1.65 - - Expired - - - - Outstanding at May 31, 2015 11,841,971 $ 1.05 $ - 3.56 |
Warrants exercisable | Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 0.55 455,000 4.84 455,000 $ 0.68 220,000 1.46 220,000 $ 0.70 5,075,866 4.84 5,075,866 $ 0.91 1,497,124 1.67 1,497,124 $ 1.00 8,333 5.00 8,333 $ 1.25 10,417 5.00 10,417 $ 1.40 786,250 1.24 786,250 $ 1.50 3,296,000 3.02 3,296,000 $ 2.10 447,001 2.87 447,001 $ 2.50 25,980 2.62 25,980 $ 3.00 20,000 1.67 20,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
May. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | May 31, 2015 Fair value at the beginning of period: $ 273,000 Change in fair value: (136,500) Fair value at end of period: $ 136,500 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 3 Months Ended |
May. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Estimated Useful lives May 31, 2015 February 28, 2015 Research equipment 7 years $ 538,836 $ 548,991 Computer and software equipment 5 years 73,704 73,704 612,540 622,695 Accumulated depreciation and amortization (98,053) (96,089) Equipment, net $ 514,487 $ 526,606 |
Capital lease obligations | Period Ending May 31, 2016 $ 92,340 2017 123,120 2018 61,560 277,020 Less: amount representing interest 31,377 Capital lease obligations 245,643 Less: current portion 102,773 Noncurrent $ 142,870 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Anti-dilutive securities | May 31, 2015 May 31, 2014 Stock options 4,102,000 2,680,000 Warrants 11,841,971 3,196,355 Convertible notes - 1,769,854 Preferred stock 7,082,887 - Total 23,026,858 7,646,209 |
DESCRIPTION OF BUSINESS AND G23
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||
May. 25, 2015 | May. 31, 2014 | May. 31, 2015 | Feb. 28, 2015 | |
Description Of Business And Going Concern Details Narrative | ||||
Date of incorporation | Mar. 28, 2007 | |||
State of incorporation | Nevada | |||
Common stock issued pursuant to agreement | 387 | |||
Warrants issued | 2,905,568 | |||
Value shares and warrants issued | $ 2,130,750 | |||
Proceeds from private placement | $ 2,112,750 | |||
Going Concern | ||||
Accumulated deficit | $ (19,798,056) | $ (18,723,149) | ||
Net loss | $ (7,995,474) |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Common stock issued for services | 320,000 | 50,000 |
Fair value of shares issued for services | $ 133,406 | $ 67,500 |
Increase in prepaid expenses | 33,750 | |
Legal settlement, amount | $ 150,000 | |
Shares issued in legal settlement | 160,908 | |
Reimbursement of legal expenses | $ 3,000 | |
Settlement expense | 38,437 | |
Stock based compensation | 207,112 | $ 33,750 |
Net proceeds from offering | 1,945,244 | |
Series B Preferred Stock [Member] | ||
Sale of stock, amount | $ 2,130,750 | |
Sale of stock, price per share | $ .55 | |
Series B Preferred Stock [Member] | Private Placement [Member] | ||
Sale of stock, amount | $ 2,130,750 | |
Warrants issued | $ 2,905,568 | |
Preferred stock issued private placement | 3,874,088 | |
Stock based compensation | $ 12,695 | |
Cash fee to placement agents | $ 147,451 | |
Placement agent warrants | 309,927 | |
Fair value of placement agent warrants | $ 158,411 | |
Net proceeds from offering | 1,945,244 | |
Non-cash deemed dividend | $ 1,067,491 | |
Series A Preferred Stock [Member] | Warrants [Member] | ||
Exercise price | $ 0.70 | |
Series A Preferred Stock [Member] | Warrants [Member] | Placement Agent [Member] | ||
Fair value of shares issued for services | $ 158,441 | |
Warrants issued | $ 2,905,568 | |
Warrants [Member] | $1.50 [Member] | ||
Shares issued in legal settlement | 25,000 | |
Exercise price | $ 1.50 | |
Warrants [Member] | $2.10 [Member] | ||
Shares issued in legal settlement | 75,000 | |
Exercise price | $ 2.10 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | |
Authorized shares of stock | 160,000,000 | |
Par value of shares | $ 0.0001 | $ .0001 |
Authorized shares of common stock | 150,000,000 | 150,000,000 |
Authorized shares of preferred stock | 10,000,000 | 10,000,000 |
Series B Preferred Stock [Member] | ||
Authorized shares of preferred stock | 1,000 | 1,000 |
Stated value per share | $ .0001 | $ .0001 |
Dividend rate | 8.00% | |
Dividend payable | $ 45,530 | $ 16,767 |
Preferred issued for payment of dividends | 4,818 | |
Preferred B issued for dividends, Amount | $ 26,498 | |
Liquidation preference | $ 3,460,000 | $ 1,274,000 |
Conversion price | $.055 per share |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - 3 months ended May. 31, 2015 - Option [Member] | Total |
Expected volatility | 123.00% |
Expected dividend yield | 0.00% |
Weighted average risk-free interest rate | 1.88% |
Expected Term | 6 years 26 days |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - 3 months ended May. 31, 2015 - Option [Member] - USD ($) | Total |
Options Outstanding | |
Outstanding at Beginning of Period | 2,810,000 |
Granted | 1,300,000 |
Exercised | |
Forfeited | 8,000 |
Expired | |
Outstanding and expected to vest at End of Period | 4,102,000 |
Exercisable | 1,769,000 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ 1.58 |
Granted | $ .55 |
Exercised | |
Forfeited | $ .54 |
Expired | |
Outstanding and expected to vest at End of Period | $ 1.26 |
Exercisable at End of period | $ 1.76 |
Outstanding at Beginning of Period | $ 20,670 |
Outstanding and expected to vest at End of Period | |
Exercisable at End of period | |
Weighted Average Remaining Contractual Term | |
Outstanding and expected to vest at Beginning of Period | 8 years 3 months 14 days |
Outstanding and expected to vest at End of Period | 8 years 7 months 24 days |
Exercisable at End of period | 7 years 3 months |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | |
Stock based compensation expense | $ 207,112 | $ 33,750 |
Scientific Clinic Board [Member] | ||
Shares cancelled | 8,000 | |
Option $0.75 [Member] | ||
Stock options issued | 100,000 | |
Stock option price per share | $ 0.75 | |
Stock option expiration date | Mar. 1, 2025 | |
Shares vested | 25,000 | |
Stock based compensation expense | $ 8,000 | |
Unvested options | 100,000 | |
Option $0.55 [Member] | ||
Stock options issued | 1,200,000 | |
Stock option price per share | $ 0.55 | |
Stock option expiration date | May 18, 2025 | |
Stock options fair value | $ 388,000 | |
Stock based compensation expense | $ 9,016 | |
Unvested options | 1,200,000 | |
Option $0.54 [Member] | ||
Exercisable | 8,000 | |
Option exercise price | $ 0.54 | |
Stock option expected term | 9 years 8 months 1 day | |
Unvested options | 8,000 | |
Option $0.68 [Member] | ||
Exercisable | 841,500 | |
Option exercise price | $ 0.68 | |
Stock option expected term | 6 years 7 months 10 days | |
Option $1.50 [Member] | ||
Exercisable | 671,000 | |
Option exercise price | $ 1.50 | |
Stock option expected term | 8 years 9 months | |
Option $3.25 [Member] | ||
Exercisable | 673,500 | |
Option exercise price | $ 3.25 | |
Stock option expected term | 7 years 10 months 6 days |
WARRANTS (Details)
WARRANTS (Details) - 3 months ended May. 31, 2015 - Warrants [Member] - USD ($) | Total |
Warrants Outstanding | |
Outstanding at Beginning of Period | 8,707,726 |
Granted | 3,234,245 |
Exercised | |
Cancelled | 100,000 |
Expired | |
Outstanding at End of Period | 11,841,971 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ 1.19 |
Granted | $ 0.70 |
Exercised | |
Cancelled | $ 1.65 |
Expired | |
Outstanding at End of Period | $ 1.05 |
Average Intrensic Value | |
Outstanding at Beginning of Period | $ 72,250 |
Issued | |
Outstanding at End of Period | |
Weighted Average Remaining Contractual Term | |
Outstanding at Beginning of Period | 3 years 3 months 29 days |
Outstanding at End of Period | 3 years 6 months 21 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - May. 31, 2015 - Warrants [Member] - $ / shares | Total |
$0.55 [Member] | |
Exercise prices | $ 0.55 |
Number of shares | 455,000 |
Weighted average remaining life (years) | 4 years 10 months 2 days |
Exercisable number of shares | 455,000 |
$0.68 [Member] | |
Exercise prices | $ 0.68 |
Number of shares | 220,000 |
Weighted average remaining life (years) | 1 year 5 months 16 days |
Exercisable number of shares | 220,000 |
$0.70 [Member] | |
Exercise prices | $ 0.70 |
Number of shares | 5,075,866 |
Weighted average remaining life (years) | 4 years 10 months 2 days |
Exercisable number of shares | 5,075,866 |
$0.91 [Member] | |
Exercise prices | $ 0.91 |
Number of shares | 1,497,124 |
Weighted average remaining life (years) | 1 year 8 months 1 day |
Exercisable number of shares | 1,497,124 |
$1.00 [Member] | |
Exercise prices | $ 1 |
Number of shares | 8,333 |
Weighted average remaining life (years) | 5 years |
Exercisable number of shares | 8,333 |
$1.25 [Member] | |
Exercise prices | $ 1.25 |
Number of shares | 10,417 |
Weighted average remaining life (years) | 5 years |
Exercisable number of shares | 10,417 |
$1.40 [Member] | |
Exercise prices | $ 1.40 |
Number of shares | 786,250 |
Weighted average remaining life (years) | 1 year 2 months 27 days |
Exercisable number of shares | 786,250 |
$1.50 [Member] | |
Exercise prices | $ 1.50 |
Number of shares | 3,296,000 |
Weighted average remaining life (years) | 3 years 7 days |
Exercisable number of shares | 3,296,000 |
$2.10 [Member] | |
Exercise prices | $ 2.10 |
Number of shares | 447,001 |
Weighted average remaining life (years) | 2 years 10 months 13 days |
Exercisable number of shares | 447,001 |
$2.50 [Member] | |
Exercise prices | $ 2.50 |
Number of shares | 25,980 |
Weighted average remaining life (years) | 2 years 7 months 13 days |
Exercisable number of shares | 25,980 |
$3.00 [Member] | |
Exercise prices | $ 3 |
Number of shares | 20,000 |
Weighted average remaining life (years) | 1 year 8 months 1 day |
Exercisable number of shares | 20,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 27, 2014 | |
Fair value of warrants issued | $ 133,406 | $ 67,500 | |
Warrants issued to consultant for services | 320,000 | 50,000 | |
Stock based compensation expense | $ 207,112 | $ 33,750 | |
$2.10 [Member] | Warrants [Member] | |||
Warrant exercise price | $ 2.10 | ||
Warrants repurchased and cancelled | 25,000 | ||
$1.50 [Member] | Warrants [Member] | |||
Warrant exercise price | $ 1.50 | ||
Warrants repurchased and cancelled | 75,000 | ||
Warrants [Member] | Goods and Services Exchanged for Equity Instrument [Member] | |||
Discount rate | 1.49% | ||
Fair value of warrants issued | $ 4,771 | ||
Warrant term | 5 years | ||
Volatility | 124.00% | ||
Dividends | 0.00% | ||
Warrants issued to consultant for services | 18,750 | ||
Stock based compensation expense | $ 4,771 | ||
Warrants [Member] | Goods and Services Exchanged for Equity Instrument [Member] | $1.00 [Member] | |||
Warrant exercise price | $ 1 | ||
Warrants issued to consultant for services | 8,333 | ||
Warrants [Member] | Goods and Services Exchanged for Equity Instrument [Member] | $1.25 [Member] | |||
Warrant exercise price | $ 1.25 | ||
Warrants issued to consultant for services | 10,417 | ||
Warrants [Member] | Series A Preferred Stock [Member] | |||
Warrants issued | 2,905,568 | ||
Warrant exercise price | $ 0.70 | ||
Warrants [Member] | Placement Agent [Member] | Series A Preferred Stock [Member] | |||
Warrants issued | 309,927 | ||
Discount rate | 1.41% | ||
Fair value of warrants issued | $ 158,441 | ||
Warrant term | 5 years | ||
Volatility | 125.00% | ||
Dividends | 0.00% | ||
Convertible Notes Payable [Member] | Warrants [Member] | |||
Warrants issued | 50,000 | ||
Warrant exercise price | $ 1.50 | ||
Convertible Notes Payable [Member] | Warrants [Member] | Placement Agent [Member] | |||
Warrants issued | 8,480 | ||
Warrant exercise price | $ 2.50 | ||
Discount rate | 0.74% | ||
Fair value of warrants issued | $ 25,498 | ||
Warrant term | 5 years | ||
Volatility | 134.00% | ||
Dividends | 0.00% |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 13 Months Ended | |||
May. 31, 2015 | May. 25, 2015 | May. 31, 2014 | May. 31, 2014 | May. 31, 2013 | Dec. 31, 2014 | |
Warrants issued | 2,905,568 | |||||
Debt discount due to beneficial conversion feature | $ 31,221 | |||||
Convertible promissory notes outstanding | $ 0 | |||||
Convertible Note 2013 [Member] | ||||||
Convertible promissory notes issued | $ 1,487,000 | |||||
Modification of notes | $ (1,387,000) | |||||
Extinguishment of debt | $ 1,243,482 | |||||
Accretion expense | 120,399 | 0 | ||||
Convertible note maturity date | Dec. 31, 2013 | |||||
Convertible Notes Payable [Member] | ||||||
Convertible promissory notes issued | $ 225,000 | |||||
Accretion expense | $ 0 | $ 221,674 | ||||
Convertible note maturity date | Jun. 30, 2014 | |||||
Convertible note interest rate | 8.00% | |||||
Warrants issued | 25,000 | |||||
Warrant exercise price | $ 2.10 | $ 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 | $ 1.50 | ||||
Debt discount due to beneficial conversion feature | $ 66,510 | |||||
Convertible Notes 2014 (2) [Member] | ||||||
Convertible note maturity date | Aug. 15, 2014 |
LICENSE AGREEMENTS AND COMMIT33
LICENSE AGREEMENTS AND COMMITMENTS (Details Narrative) - USD ($) | 3 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | |
Lease term | 1 year | ||
Lease expiration date | Aug. 31, 2014 | ||
Rent payable, Boston, monthly installment rate | $ 10,280 | ||
Rent payable, New York, monthly installment rate | 1,400 | ||
Rental security deposit | $ 2,100 | ||
License Agreement [Member] | |||
License maintenance fee due at one year | $ 50,000 | ||
License maintenance fee due at two years | 75,000 | ||
License maintenance fee due at three years | $ 100,000 | ||
Shares issued per antidilution right | 160,158 | ||
License Agreement 2 [Member] | |||
License maintenance fee due at one year | $ 30,000 | ||
License maintenance fee due at two years | 50,000 | ||
License maintenance fee due at three years | 75,000 | ||
License maintenance fee due at four years | 100,000 | ||
License Agreement 3 [Member] | |||
License maintenance fee due at one year | 15,000 | ||
License maintenance fee due at two years | 25,000 | ||
License maintenance fee due at three years | 37,500 | ||
License maintenance fee due at four years | 50,000 | ||
License Agreement 4 [Member] | |||
License maintenance fee due at one year | 10,000 | ||
License maintenance fee due at two years | 15,000 | ||
License maintenance fee due at three years | 15,000 | ||
License maintenance fee due at four years | $ 20,000 |
LICENSE, DEVELOPMENT AND COMM34
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC (Details Narrative) - Nov. 25, 2014 - USD ($) | Total |
Costs and Expenses [Member] | |
Reimbursement revenue | $ 150,000 |
Research and Development Expense [Member] | |
Reimbursement revenue | 75,000 |
Maximum [Member] | Costs and Expenses [Member] | |
Reimbursement revenue | 50,000 |
Licensing Agreements [Member] | |
Investment amount received | 250,000 |
Reimbursement revenue | 75,000 |
Investment required by company | 1,000,000 |
Licensing Agreements [Member] | Minimum [Member] | |
Investment amount received | $ 1,250,000 |
Equity ownership | 20.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 3 Months Ended |
May. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value of Level 3 derivative warrant liability, beginning of year | $ 273,000 |
Change in fair value: | (136,500) |
Fair value at end of year | $ 136,500 |
FAIR VALUE MEASUREMENTS (Deta36
FAIR VALUE MEASUREMENTS (Details Narrative) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Stock price | $ .35 | $ .70 |
Risk free rate | 1.50% | 1.49% |
Volatility | 125.00% | 125.00% |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | |
Equipment, gross | $ 612,540 | $ 622,695 |
Accumulated depreciation and amortization | (98,053) | (96,089) |
Equipment, net | $ 514,487 | 526,606 |
Research Equipment [Member] | ||
Estimated useful life | P7Y | |
Equipment, gross | $ 538,836 | 548,991 |
Computer Equipment [Member] | ||
Estimated useful life | P5Y | |
Equipment, gross | $ 73,704 | $ 73,704 |
EQUIPMENT (Details 1)
EQUIPMENT (Details 1) - USD ($) | May. 31, 2015 | Feb. 28, 2015 |
Capital lease obligation | ||
2,016 | $ 92,340 | |
2,017 | 123,120 | |
2,018 | 61,560 | |
Total future payments due | 277,020 | |
Less: amount representing interest | 31,377 | |
Capital lease obligations | 245,643 | |
Less: current portion | 102,773 | $ 99,965 |
Noncurrent | $ 142,870 | $ 169,676 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 26, 2014 | May. 31, 2015 | May. 31, 2014 | |
Depreciation | $ 24,845 | $ 9,222 | |
Equipment Purchase Agreement [Member] | |||
Research equipment agreement | $ 318,603 | ||
Equipment payment | 21,115 | ||
Security deposit | 238,952 | ||
Equipment Purchase Agreement [Member] | Minimum [Member] | |||
Equipment payment | $ 10,260 | ||
Research and Development Expense [Member] | |||
Depreciation | 21,160 | 5,665 | |
General and Administrative Expense [Member] | |||
Depreciation | $ 3,685 | $ 3,557 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Anti-dilutive securities | 23,026,858 | 7,646,209 |
Stock Options [Member] | ||
Anti-dilutive securities | 4,102,000 | 268,000 |
Warrants [Member] | ||
Anti-dilutive securities | 11,841,971 | 3,196,335 |
Convertible notes [Member] | ||
Anti-dilutive securities | 1,769,854 | |
Preferred Stock [Member] | ||
Anti-dilutive securities | 7,082,887 |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Anti-dilutive securities | 23,026,858 | 7,646,209 |
Restricted Stock [Member] | ||
Anti-dilutive securities | 437,818 | 303,153 |
Uncategorized Items - mtst-2015
Label | Element | Value |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber | 8,707,726 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue | $ 1.19 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardOtherThanOptionsOutstandingIntrinsicValue | MTST_ShareBasedCompensationArrangementByShareBasedPaymentAwardOtherThanOptionsOutstandingIntrinsicValue | $ 72,250 |