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 | S1 | ||
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 | Feb. 28, 2014 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,032,563 | $ 257,820 | $ 483,408 |
Other receivable | 20,000 | ||
Prepaid expenses | 159,860 | $ 38,748 | 12,073 |
Deferred financing cost | 60,523 | ||
Assets held for sale | 85,196 | ||
Total Current Assets | 1,277,619 | $ 296,568 | 576,004 |
Equipment (net of accumulated depreciation of $96,089 and $34,194, respectively) | 514,487 | 526,606 | 204,254 |
Refundable deposit | (281,052) | (278,952) | (10,367) |
TOTAL ASSETS | 2,073,158 | 1,102,126 | 790,625 |
Current liabilities | |||
Accounts payable | 336,534 | 293,152 | $ 257,965 |
Accrued expense | 129,179 | 4,565 | |
Current portion of capital lease | $ 102,773 | $ 99,965 | |
Convertible notes (net of discount of $206,636) | $ 2,475,717 | ||
Accrued interest payable | $ 2,351 | $ 137,701 | |
Accrued dividends on Series B Preferred Stock | $ 45,530 | 16,767 | |
Total Current Liabilities | 614,016 | 416,800 | $ 2,871,383 |
Capital lease | 142,870 | 169,676 | |
Warrant liability | 136,500 | 273,000 | |
TOTAL LIABILITIES | 893,386 | 859,476 | $ 2,871,383 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common Stock, ($0.0001 par value; 150,000,000 shares authorized; 1,842,089, 1,831,483 and 1,438,344 shares issued and outstanding respectively) | 184 | 183 | 144 |
Additional Paid-in-capital | 20,977,557 | 18,965,529 | 8,646,773 |
Accumulated deficit | (19,798,056) | (18,723,149) | (10,727,675) |
Total stockholders' equity (Deficit) | 1,179,772 | 242,650 | (2,080,758) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 2,073,158 | 1,102,126 | $ 790,625 |
Series A Preferred Stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred: Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 847,257 and 0 shares issued and outstanding respectively) Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 229 and 0 shares issued and outstanding respectively) | $ 87 | ||
Series B Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred: Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 847,257 and 0 shares issued and outstanding respectively) Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 229 and 0 shares issued and outstanding respectively) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
STOCKHOLDERS' EQUITY | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Accumulated depreciation | $ 98,053 | $ 96,089 | $ 34,192 |
Convertible debentures, discount | $ 206,636 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock, shares issued | 1,842,089 | 1,831,483 | 1,438,344 |
Common stock, shares outstanding | 1,842,089 | 1,831,483 | 1,438,344 |
Series A Preferred Stock | |||
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 | 847,257 | 0 |
Preferred stock, shares outstanding | 874,257 | 847,257 | 0 |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock, shares authorized | 1,000 | 1,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 621 | 229 | 0 |
Preferred stock, shares outstanding | 621 | 229 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Revenue | ||||
Revenue | ||||
Total revenue | ||||
OPERATING EXPENSES | ||||
General & administrative | $ 948,895 | $ 529,836 | $ 3,524,901 | $ 3,526,863 |
Research & development | 219,327 | 258,747 | 1,266,158 | 824,336 |
Total Operating Expenses | 1,168,222 | 788,583 | 4,791,059 | 4,351,199 |
OTHER EXPENSES (INCOME) | ||||
Interest income | $ 4,917 | 58,673 | 95,019 | 137,098 |
Accretion expense | 342,073 | 539,319 | 829,969 | |
Deferred financing costs amortization | 45,392 | 60,523 | 14,159 | |
Other income, net | $ (169) | $ (2,637) | (2,253) | $ (82) |
Realized loss on marketable securities, including brokerage fees and commissions | (68,748) | |||
Change in fair value of warrant liability | (136,500) | 118,300 | ||
Beneficial conversion feature | $ 2,324,759 | |||
Loss on extinguishment of debt | $ 32,853 | |||
Settlement expense | 38,437 | |||
Total Other Expenses (Income) | (93,315) | $ 443,501 | $ 3,204,415 | 1,013,997 |
NET LOSS | (1,074,907) | (1,232,084) | (7,995,474) | (5,365,196) |
Net loss | (2,197,660) | $ (1,232,084) | (8,237,537) | $ (5,365,196) |
Deemed Dividend on Series B Preferred Stock issuance | (1,067,491) | (225,296) | ||
Accrued dividends on Series B Preferred Stock | (55,262) | (16,767) | ||
Loss attributable to common shareholders | $ (2,197,660) | $ (1,232,084) | $ (8,237,537) | $ (5,365,196) |
Net loss per share, basic and diluted | $ (1.21) | $ (.85) | $ (4.95) | $ (3.80) |
Weighted average of shares outstanding | 1,809,257 | 1,441,521 | 1,661,933 | 1,411,273 |
Consolidated Statements of chan
Consolidated Statements of changes in Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Feb. 28, 2013 | 1,403,638 | |||||
Beginning Balance, Amount at Feb. 28, 2013 | $ 140 | $ 5,497,951 | $ (5,362,479) | $ 135,612 | ||
Common stock issued for service, Shares | 28,468 | |||||
Common stock issued for service, Amount | $ 3 | 299,197 | 299,200 | |||
Stock option expense | 1,647,572 | 1,647,572 | ||||
Beneficial conversion feature of Series B preferred stock | 14,159 | |||||
Warrants issued with convertible notes | 357,145 | 357,145 | ||||
Warrants issued in debt modification | 126,381 | $ 126,381 | ||||
Warrants issued for services | 42,993 | 42,993 | ||||
Beneficial conversion feature from issuance of convertible notes | 532,210 | 532,210 | ||||
Common stock issued in debt modification, Shares | 6,165 | |||||
Common stock issued in debt modification, Amount | $ 1 | $ 143,324 | $ 143,325 | |||
Beneficial conversion feature | ||||||
Net loss | $ (5,365,196) | $ (5,365,196) | ||||
Ending Balance, Shares at Feb. 28, 2014 | 1,438,271 | |||||
Ending Balance, Amount at Feb. 28, 2014 | $ 144 | $ 8,646,773 | $ (10,727,675) | (2,080,758) | ||
Common stock issued for service, Shares | 66,324 | |||||
Common stock issued for service, Amount | $ 7 | 886,200 | 886,207 | |||
Common stock and warrant units issued for cash, Shares | 45,455 | |||||
Common stock and warrant units issued for cash, Amount | $ 4 | 711,049 | 711,053 | |||
Common stock and series A preferred stock issued for marketable securities, Shares | 500,000 | 33,334 | ||||
Common stock and series A preferred stock issued for marketable securities, Amount | $ 50 | $ 3 | 999,947 | 1,000,000 | ||
Series A preferred stock issued for marketable securities, Shares | 374,257 | |||||
Series A preferred stock issued for marketable securities, Amount | $ 37 | 256,596 | 256,633 | |||
Series B preferred stock and warrants issued for cash, Shares | 299 | |||||
Series B preferred stock and warrants issued for cash, Amount | 931,291 | 931,291 | ||||
Stock option expense | 447,664 | 447,664 | ||||
Beneficial conversion feature of Series B preferred stock | 225,296 | 225,296 | ||||
Deemed dividend to Series B Preferred Stock | (225,296) | (225,296) | ||||
Accrued dividends on Series B Preferred Stock | (16,767) | (16,767) | ||||
Warrants issued with convertible notes | 127,289 | 127,289 | ||||
Warrants issued for services | 46,592 | 46,592 | ||||
Beneficial conversion feature from issuance of convertible notes | 45,746 | 45,746 | ||||
Conversion of debt and accrued interest into common stock and warrants, Shares | 248,026 | |||||
Conversion of debt and accrued interest into common stock and warrants, Amount | $ 25 | 3,558,390 | 3,558,415 | |||
Beneficial conversion feature | $ 2,324,759 | 2,324,759 | ||||
Net loss | $ (7,995,474) | (7,995,474) | ||||
Ending Balance, Shares at Feb. 28, 2015 | 874,257 | 229 | 1,831,483 | |||
Ending Balance, Amount at Feb. 28, 2015 | $ 87 | $ 183 | $ 18,965,529 | $ (18,723,149) | $ 242,650 | |
Common stock issued for service, Shares | 21,334 | |||||
Beneficial conversion feature | ||||||
Net loss | $ (7,995,474) | |||||
Ending Balance, Amount at May. 31, 2015 | $ 1,179,772 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,074,907) | $ (1,232,084) | $ (7,995,474) | $ (5,365,196) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation | 24,845 | 9,222 | 61,897 | 21,796 |
Share based compensation | $ 207,112 | 33,750 | 1,333,871 | 1,946,772 |
Accretion expense | 342,073 | 539,319 | $ 829,969 | |
Realized loss on sale of marketable securities acquired in equity financing | 42,421 | |||
Beneficial conversion feature | 31,221 | 2,324,759 | ||
Amortization of deferred financing costs | $ 45,392 | $ 60,523 | $ 14,159 | |
Loss on extinguishment of debt | $ 32,853 | |||
Change in fair value of warrant liability | $ (136,500) | $ 118,300 | ||
Warrants issued for services | $ 42,993 | |||
Net changes in assets and liabilities | ||||
Other receivable | $ 20,000 | $ 20,000 | (20,000) | |
Prepaid expenses | $ (13,862) | (21,427) | 67,165 | 81,766 |
Deferred financing costs | 45,392 | |||
Refundable deposit | $ (2,100) | (238,952) | (268,585) | (10,367) |
Accounts payable and accrued expenses | 44,915 | 89,960 | ||
Accounts payable | 43,382 | 439,651 | ||
Accrued expenses | 53,114 | 32,662 | ||
Interest payable | (2,351) | 50,080 | 66,064 | 135,761 |
NET CASH USED IN OPERATING ACTIVITIES | (901,267) | (519,633) | (3,584,825) | $ (2,199,534) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sale of marketable securities | 1,214,212 | |||
Purchase of equipment | 97,922 | 7,533 | 65,646 | $ 172,724 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | $ (97,922) | (7,533) | 1,148,566 | (172,724) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of convertible debt | $ 225,000 | 615,000 | $ 2,055,000 | |
Proceeds from issuance of common stock and warrants, net | $ (111,563) | 711,053 | ||
Proceeds from issuance of short-term notes | 65,000 | $ (74,682) | ||
Proceeds from issuance of Series B preferred stock and warrant, net | $ 1,945,244 | 1,062,420 | ||
Payment of convertible notes | $ (100,000) | (100,000) | ||
Payment of capital lease obligation | $ (23,999) | (48,962) | ||
Payment of short-term debt | (35,750) | (93,840) | $ (93,840) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,773,932 | $ 125,000 | 2,210,671 | 1,886,478 |
Net decrease in cash and cash equivalents | 774,743 | (402,166) | (225,588) | (485,780) |
Cash at the beginning of the year | 257,820 | 483,408 | 483,408 | 969,188 |
Cash at the end of the period | $ 1,032,563 | 81,242 | 257,820 | $ 483,408 |
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 | $ 31,221 | $ 2,324,759 | ||
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 | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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. Reverse Stock Split On October 8, 2015, the Company effected a reverse split of its common stock with a ratio of one post split for every fifteen shares issued and outstanding. All reference in these financial statements and notes to the number of shares, price per share and weighted average number of shares outstanding of the Company’s common stock prior to the reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. 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 Company’s audited consolidated financial statements and related footnotes for the year ended February 28, 2015 included in the Company’s 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 Company’s 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 revenue 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 Company’s 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 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. | 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. 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 $18,723,149 as of February 28, 2015 and has not generated revenue 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 Company’s 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 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. Subsequent to February 28, 2015, the Company completed additional closings of the Series B Private Placement in March 2015 and issued 387.4088 shares of Series B Preferred Stock and 193,705 Series A Warrants for an aggregate purchase price of $2,130,750. The Company received aggregate gross cash proceeds of $2,112,750 from these additional closings. See Note 16 – Subsequent Events for more details on these transactions. |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Description Of Business And Going Concern | ||
ORGANIZATION, BASIS OF PRESENTATION 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. Reverse Stock Split On October 8, 2015, the Company effected a reverse split of its common stock with a ratio of one post split for every fifteen shares issued and outstanding. All reference in these financial statements and notes to the number of shares, price per share and weighted average number of shares outstanding of the Company’s common stock prior to the reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. 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 Company’s audited consolidated financial statements and related footnotes for the year ended February 28, 2015 included in the Company’s 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 Company’s 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 revenue 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 Company’s 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 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. | 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. 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 $18,723,149 as of February 28, 2015 and has not generated revenue 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 Company’s 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 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. Subsequent to February 28, 2015, the Company completed additional closings of the Series B Private Placement in March 2015 and issued 387.4088 shares of Series B Preferred Stock and 193,705 Series A Warrants for an aggregate purchase price of $2,130,750. The Company received aggregate gross cash proceeds of $2,112,750 from these additional closings. See Note 16 – Subsequent Events for more details on these transactions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2015 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The accompanying consolidated financial statements have been prepared in accordance with the FASB “FASB Accounting Standard Codification™” or “ASC,” which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. Reverse Stock Split On October 8, 2015, the Company effected a reverse split of its common stock with a ratio of one post split for every fifteen shares issued and outstanding. All reference in these financial statements and notes to the number of shares, price per share and weighted average number of shares outstanding of the Company’s common stock prior to the reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, including contingencies. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at February 28, 2015 and 2014. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. Equipment Equipment is stated at cost. The cost of equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Long-lived Assets Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There were no impairment of long-lived assets as of February 28, 2015 and 2014. Deferred Financing Costs Debt issuance costs are recorded as deferred financing costs and amortized over the maturity period of the related debt instrument using the effective interest method. Debt Instruments We analyze debt issuance for various features that would generally require either bifurcation and derivative accounting, or recognition of a debt discount or premium under authoritative guidance. Detachable warrants issued in conjunction with debt are measured at their relative fair value, if they are determined to be equity instrument, or their fair value, if they are determined to be liability instruments, and recorded as a debt discount. Conversion features that are in the money at the commitment date constitute a beneficial conversion feature that is measured at its intrinsic value and are recognized as debt discount. Debt discount is amortized as accretion expense over the maturity period of the debt using the effective interest method. Contingent beneficial conversion features are recognized when the contingency has been resolved. Fair Value Measurements The Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, some discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. Revenue We currently do not have any revenue. We expect to derive our revenue from sale of our products, which are currently under development. 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 February 28, 2015 and 2014, 24,522 and 26,868, respectively, restricted shares of common stock 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 conversion of outstanding options and warrants and shares issuable from convertible securities. In computing diluted loss per share for the years ended February 28, 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: February 28, 2015 February 28, 2014 Stock options 187,334 178,667 Warrants 580,515 209,757 Convertible notes — 132,432 Preferred stock 210,708 — Total 978,557 520,856 Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to net operating loss carry forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. A valuation allowance is recorded if it more likely than not that some portion or all of the deferred tax assets will not be realized in future periods. Research and Development Costs Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of compensation cost for our employees and consultants that perform our research activities, the fees paid to maintain our licenses, the payments to third parties for clinical testing and additional product development, and consumables and other materials used in research and development. Research and development costs were $1,266,158 and $824,336 for the years ended February 28, 2015 and February 28, 2014, respectively. Stock-Based Compensation We account for share-based payments award issued to employees and members of our Board of Directors by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line basis over the requisite service period, generally the vesting period. For awards issued to non-employees, the measurement date is the date when the performance is complete or when the award vests, whichever is the earliest. Accordingly, non-employee awards are measured at each reporting period until the final measurement date. The fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. For awards with market condition that affect their vesting, the fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. Recently Issued Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements-Going Concern” (“ASU 2014-15”), which establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. ASU 2014-15 also provides guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This update is effective for interim and annual reporting periods beginning December 15, 2016; early adoption is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest” (“ASU 2015-03”), which requires that debt issuance costs be presented in the balance sheet as a direct reduction to the carrying amount of the associated debt liability, consistent with debt discounts. Currently debt issuance costs are recognized as an asset. The ASU 2015-03 is effective for the Company in the first quarter of 2016 and is required to be applied retrospectively. Early adoption is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. |
LICENSE AGREEMENTS AND COMMITME
LICENSE AGREEMENTS AND COMMITMENTS | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 Agreements 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 February 28, 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. 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 February 28, 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. During the year ended February 28, 2015, we terminated the Third License Agreement. All obligations pursuant to the Third License Agreement have been satisfied. 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. 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. During the fiscal year ended February 28, 2015, we terminated all other lease obligations including the drug discovery laboratory in Stony Brook, NY in connection with the ASET License Agreement. |
LICENSE, DEVELOPMENT AND COMMER
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 Company’s 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 Company’s therapeutic assets and an exclusive sublicense, with the right to sublicense through multiple tiers, of all rights and obligations under the Company’s 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 ASET’s 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 Company’s 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 ASET’s board of directors or similar governing body and that the Company’s 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 entity’s 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 ASET’s 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 VIE’s most significant activities, which includes, but is not limited to, the VIE’s 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 VIE’s initial design and the existence of explicit or implicit financial guarantees. | 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 Company’s 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 Company’s therapeutic assets and an exclusive sublicense, with the right to sublicense through multiple tiers, of all rights and obligations under the Company’s 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 ASET’s 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. The Company and ASET are currently negotiating a mutually satisfactory extension of the payment terms for this $150,000, which we expect to finalize shortly. 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 Company’s 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 ASET’s board of directors or similar governing body and that the Company’s 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 entity’s 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 the Company is not the primary beneficiary of ASET based primarily on the facts that we do not have the power to direct ASET’s operations nor do we have any obligation to absorb ASET losses. As a result, ASET has not been consolidated by the Company. 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 VIE’s most significant activities, which includes, but is not limited to, the VIE’s 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 VIE’s initial design and the existence of explicit or implicit financial guarantees. In accordance with the MOU, during the year ended February 28, 2015, we received payments in the aggregate of $75,000 from ASET as a reimbursement of research and development expenses incurred from October 15, 2014 through November 25, 2014. These payments are presented as a reduction of the research and development expense for the year ended February 28, 2015. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 fifteen (15) shares 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 Company’s 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 Company’s 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 Company’s 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 holder’s 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 holder’s 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 $8.25 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 Company’s 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. | 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, par value $0.0001 per share and 10,000,000 are shares of “blank-check” preferred stock, par value $0.0001 per share. Our 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 of us. 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 fifteen (15) shares 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 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 Company’s 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 February 28, 2015, and 2014, the dividend payable to the holders of the Series B Preferred stocks amounted to approximately $16,767 and $0, respectively. 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 Company’s 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 Company’s shares of stock ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating distribution in the amount in the amount of the Stated Value of all such holder’s Series B Preferred Stock plus all accrued and unpaid dividends thereon. At February 28, 2015 and 2014, the value of the liquidation preference of the Series B Preferred stocks aggregated to approximately $1,274,000 and $0, respectively. Conversion; Anti-Dilution Adjustments Each share of Series B Preferred Stock will be convertible at the holder’s 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 $8.25 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 (the “Full Ratchet Anti-Dilution”) 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 Company’s 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 As of February 28, 2015, the holders of the Series B Preferred Stock had no 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 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 6 for the accounting treatment of the Series B Preferred Stock. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Equity [Abstract] | ||
EQUITY TRANSACTIONS | Issuances of common stock for services During the three months ended May 31, 2014, the Company issued 3,334 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 21,334 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 10,728 shares of common stock, 1,667 common stock purchase warrants with an exercise price of $31.50 and 5,001 common stock purchase warrants with an exercise price of $22.50 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 $8.25 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 193,708 shares of common stock at an initial exercise price per share of $10.50 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 258,281 shares of common stock and Series A Warrants to purchase 193,708 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 20,668 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 Company’s equity shares or (c) varying inversely in relation to the Company’s 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 Company’s 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 Company’s 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 Company’s common stock and should be classified in stockholder’s 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 Company’s 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. | Issuances of common stock for services During the year ended February 28, 2014, the Company issued 10,201 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. As of February 28, 2015, the Company has not recognized any expense in connection with these shares. During the year ended February 28, 2014, the Company issued 10,000 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. During the year ended February 28, 2015, the Board accelerated vesting of these shares, as well as the vesting of 6,667 restricted shares issued in May 2012 to two members of the board of directors that would have vested upon the listing of the Company’s share of common stock on a national securities exchange. Prior to the modification, the Company had not recognized any stock compensation expense in connection with these shares as their vesting had not yet become probable. As a result of the modification, the Company recognized $192,500 in general and administrative expenses, representing the fair value of these shares on the modification date. During the year ended February 28, 2014, the Company issued 7,467 shares of common stock to an advisor and a consultant for services that vested immediately. The aggregate grant-date fair value of the shares amounted to $284,200 and was recognized as expense during the year ended February 28, 2014. $187,500 was allocated to research and development expenses and $96,700 was allocated to general and administrative expenses. During the year ended February 28, 2014, the Company issued 800 shares of common stock to a consultant as settlement of an obligation. The fair value of the shares amounted to $15,000. During the year ended February 28, 2015, the Company issued 3,334 shares of common stock to a consultant. The fair value of the shares amounted to $67,500 on the grant date, which was recognized into general and administrative expense during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 16,667 shares of common stock to a consultant for services to be provided over a six-month period and that vested immediately. The fair value of the shares amounted to $285,025 on the grant date. During the year ended February 28, 2015, the Company and the consultant signed a termination agreement whereby each party agreed to terminate all rights and obligations and the consultant agreed to relinquish and cancel the 16,667 shares of common stock. The Company determined that the services were not performed and all stock-based compensation related to these shares was reversed out during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 31,500 shares of common stock to members of its Board of Directors that vested immediately. The fair value of the shares amounted to $386,575 on the grant date and was recorded in general and administrative expenses during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 12,987 shares of common stock to members of its Board of Directors that will vest on October 14, 2015. The fair value of the shares amounted to $150,000 on the grant date, of which $56,557 was recorded in general and administrative expenses during the year ended February 28, 2015. During the year ended February 28, 2015, the Company entered into an agreement with a consultant, whereby it shall pay $6,000 per month in immediately vested shares of the Company’s common stock, with the number of shares to be determined based on the closing price on the last trading date of each month. Under the agreement, the Company issued 3,837 shares of common stock. The fair value of the shares amounted to $31,076 on the issuance date, of which $30,000 was in general and administrative expenses and $1,076 was recorded in other expenses. As of February 28, 2015, the Company was obligated to issue shares for equivalent amount of $12,000. During the year ended February 28, 2015, the Company issued 1,334 shares of common stock to a member of management that vest upon the Company’s common stock being listed on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT. The fair value of the shares amounted to $15,400 on the grant date. However, as of February 28, 2015, 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. Purchase agreement with Lincoln Park Capital Fund, LLC During the year ended February 28, 2015, the Company entered into a purchase agreement (the “LPC Purchase Agreement”), together with a registration rights agreement (the “LPC Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“LPC”). Under the terms and subject to the conditions of the LPC Purchase Agreement, we have the right to sell to and LPC is obligated to purchase up to $10 million in shares of our common stock subject to certain limitations, from time to time, over the 24-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the LPC Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. We may direct LPC, at its sole discretion and subject to certain conditions, to purchase up to 2,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase, increasing to up to 6,667 shares, depending upon the closing sale price of the common stock (such purchases, “Regular Purchases”). However, in no event shall a Regular Purchase be more than $500,000. The purchase price of shares of common stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales, but in no event will shares be sold to LPC on a day the common stock closing price is less than the floor price as set forth in the LPC Purchase Agreement. In addition, we may direct LPC to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the common stock is not below the threshold price as set forth in the LPC Purchase Agreement. In connection with the LPC Purchase Agreement, the Company issued 13,334 shares of common stock to LPC as a fee, and may issue up to 26,667 additional shares of common stock pro rata only if and as the $10 million is funded by LPC. The fair value of the13,334 issued shares of common stock amounted to $140,000 on the grant date, which was recorded as a stock-based compensation during the year ended February 28, 2015, as the Company did not expect to close an offering with LPC within ninety days of the issuance of these shares. The LPC Purchase Agreement and the LPC Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The LPC Registration Rights Agreement does not contain any obligation for the Company to make payments to LPC if a registration statement has not been filed with the SEC. We have the right to terminate the LPC Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to LPC under the LPC Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock and determinations by us as to the appropriate sources of funding for us and our operations. There are no trading volume requirements or restrictions under the LPC Purchase Agreement. LPC has no right to require any sales by us, but is obligated to make purchases from us as it directs in accordance with the LPC Purchase Agreement. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares. The net proceeds under the LPC Purchase Agreement to us will depend on the frequency and prices at which we sell shares of our common stock to LPC. We expect that any proceeds received by us from such sales to LPC under the LPC Purchase Agreement will be used for general corporate purposes and working capital requirements. As of February 28, 2015, the Company did not file the registration statement in connection with the LPC Registration Rights Agreement, and have not directed any sales of common stock pursuant to the LPC Purchase Agreement. Common stock financing – the Qualified Financing During the year ended February 28, 2015, the Company issued 314,269 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock to certain accredited investors that entered into a securities purchase agreement (the “Qualified Financing Purchase Agreement”) whereby the Company received aggregate gross proceeds 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 and related interest amounts as referenced in Note 9 below (the “Qualified Financing”). The net proceeds from this transaction amounted to $1,643,000. Included in the net proceeds is the receipt of $100,000 from an investor that was concurrently paid $100,000 for due diligence and legal fees by the Company. Approximately $1,000,000 of these proceeds was generated from the sale of marketable securities transferred to the Company by an investor (see Note 11). During the year ended February 28, 2015, the Company completed a second closing under the Qualified Financing Purchase Agreement whereby the Company issued 12,546 shares of common stock for an aggregate purchase price of $207,000. Series A preferred stock financing – the October 2014 Private Placement During the year ended February 28, 2015, the Company issued 374,257 shares of Series A Convertible Preferred Stock to a certain accredited investors that entered into a securities purchase agreement in exchange for the transfer to the Company of 1,069,305 freely tradable shares of common stock of Quantum Materials Corp. (QTMM), a public reporting company whose shares of common stock are eligible for quotation on the OTCQB (the “October 2014 Private Placement”). We recorded the issuance of the Series A Convertible Preferred Stock in connection with the October 2014 Private Placement based on the fair value of the consideration received, which amounted to $256,633. The shares of QTMM were sold by the Company, generating approximately $214,000 of proceeds (see Note 11). Series B preferred stock financing – the Series B Private Placement On December 31, 2014, the Company entered into a securities purchase agreement (the “Series B Purchase Agreement”) with a number of new and existing accredited investors (collectively, the “Series B Investors”) pursuant to which it may sell up to $3,492,500 of Series B Preferred Stock convertible into common stock at $8.25 per share in a private placement (the “Series B Private Placement”). In addition, pursuant to the Series B Purchase Agreement, the Company shall issue series A warrants (the “Series A Warrants”) to purchase up to 317,500 shares of common stock at an initial exercise price per share of $10.50 and issued series B warrants (the “Series B Warrants”) to purchase 30,334 shares of common stock at an initial exercise price per share of $8.25 to the Series B Investors who purchased a minimum of $500,000 of Series B Preferred Stock on or before December 31, 2014. The Series A Warrants and Series B Warrants expire on March 31, 2020. Pursuant to the initial closing of the Series B Private Placement on December 31, 2014, the Company issued 228.6363 shares of Series B Preferred Stock convertible into 152,426 shares of common stock, Series A Warrants to purchase 114,319 shares of common stock and Series B Warrants to purchase 30,334 shares of common stock for an aggregate purchase price of $1,257,500, of which $65,000 was paid through the conversion of short-term outstanding indebtedness (See Note 10) and $25,000 was paid through the exchange of accrued liabilities due to certain members of our Board of Directors. The Series B Purchase Agreement provided that we may raise up to an additional $2,235,000 in the Series B Private Placement at any time through March 31, 2015. In connection with the December 31, 2014 closing of the Series B Private Placement, the placement agent was paid a cash fee of $105,080, including expense allowance, and was issued an aggregate of 9,710 Series A Warrants. On the grant date, the fair value of the placement agent warrants was $46,592, which was recorded as a stock issuance cost. Net proceeds amounted to $1,132,584 after deducting offering expenses to be paid in cash, including the placement agent fees and legal fees. 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 Company’s equity shares or (c) varying inversely in relation to the Company’s 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 Company’s 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. 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 Company’s 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 B Warrants The Series B Warrants issued in the Series B Private Placement 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 Company’s Common Stock and therefore should be recorded as a derivative liability, based on their fair value at the time of issuance. The fair value of Series B Warrants will be re-measured at each reporting period, and any resultant changes in fair value will be recorded in the Company’s Consolidated Statement of Operations. Accounting for the Series A Warrants The Company concluded the freestanding Series A Warrants were indexed to the Company’s Common Stock and should be classified in stockholder’s equity, based on their relative fair value. Allocation of Proceeds of the Series B Private Placement The $1,257,500 proceeds of the Series B Private Placement were allocated first to the Series B Warrants based on their fair value, and then to the Series B Preferred Stock and Series A Warrant instruments based on their relative fair values. A Monte Carlo simulation approach was used to determine the fair value of the Series B Warrants at issuance, which was $154,700 (see Note 13 for inputs to the Monte Carlo simulation). The remaining proceeds of $1,102,800 were then allocated between the Series B Preferred Stock and the Series A Warrants, based on the relative fair value. The Series B Preferred Stocks were 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 input at the time of issuance: expected term of 5.25 years based on their contractual life, volatility of 123% based on the Company’s historical volatility and risk free rate of 1.65% 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 deemed dividend of $225,296 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 a registration rights agreement (the “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. |
EQUITY ISSUANCES
EQUITY ISSUANCES | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Equity [Abstract] | ||
EQUITY ISSUANCES | Issuances of common stock for services During the three months ended May 31, 2014, the Company issued 3,334 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 21,334 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 10,728 shares of common stock, 1,667 common stock purchase warrants with an exercise price of $31.50 and 5,001 common stock purchase warrants with an exercise price of $22.50 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 $8.25 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 193,708 shares of common stock at an initial exercise price per share of $10.50 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 258,281 shares of common stock and Series A Warrants to purchase 193,708 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 20,668 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 Company’s equity shares or (c) varying inversely in relation to the Company’s 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 Company’s 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 Company’s 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 Company’s common stock and should be classified in stockholder’s 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 Company’s 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. | Issuances of common stock for services During the year ended February 28, 2014, the Company issued 10,201 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. As of February 28, 2015, the Company has not recognized any expense in connection with these shares. During the year ended February 28, 2014, the Company issued 10,000 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. During the year ended February 28, 2015, the Board accelerated vesting of these shares, as well as the vesting of 6,667 restricted shares issued in May 2012 to two members of the board of directors that would have vested upon the listing of the Company’s share of common stock on a national securities exchange. Prior to the modification, the Company had not recognized any stock compensation expense in connection with these shares as their vesting had not yet become probable. As a result of the modification, the Company recognized $192,500 in general and administrative expenses, representing the fair value of these shares on the modification date. During the year ended February 28, 2014, the Company issued 7,467 shares of common stock to an advisor and a consultant for services that vested immediately. The aggregate grant-date fair value of the shares amounted to $284,200 and was recognized as expense during the year ended February 28, 2014. $187,500 was allocated to research and development expenses and $96,700 was allocated to general and administrative expenses. During the year ended February 28, 2014, the Company issued 800 shares of common stock to a consultant as settlement of an obligation. The fair value of the shares amounted to $15,000. During the year ended February 28, 2015, the Company issued 3,334 shares of common stock to a consultant. The fair value of the shares amounted to $67,500 on the grant date, which was recognized into general and administrative expense during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 16,667 shares of common stock to a consultant for services to be provided over a six-month period and that vested immediately. The fair value of the shares amounted to $285,025 on the grant date. During the year ended February 28, 2015, the Company and the consultant signed a termination agreement whereby each party agreed to terminate all rights and obligations and the consultant agreed to relinquish and cancel the 16,667 shares of common stock. The Company determined that the services were not performed and all stock-based compensation related to these shares was reversed out during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 31,500 shares of common stock to members of its Board of Directors that vested immediately. The fair value of the shares amounted to $386,575 on the grant date and was recorded in general and administrative expenses during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued 12,987 shares of common stock to members of its Board of Directors that will vest on October 14, 2015. The fair value of the shares amounted to $150,000 on the grant date, of which $56,557 was recorded in general and administrative expenses during the year ended February 28, 2015. During the year ended February 28, 2015, the Company entered into an agreement with a consultant, whereby it shall pay $6,000 per month in immediately vested shares of the Company’s common stock, with the number of shares to be determined based on the closing price on the last trading date of each month. Under the agreement, the Company issued 3,837 shares of common stock. The fair value of the shares amounted to $31,076 on the issuance date, of which $30,000 was in general and administrative expenses and $1,076 was recorded in other expenses. As of February 28, 2015, the Company was obligated to issue shares for equivalent amount of $12,000. During the year ended February 28, 2015, the Company issued 1,334 shares of common stock to a member of management that vest upon the Company’s common stock being listed on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT. The fair value of the shares amounted to $15,400 on the grant date. However, as of February 28, 2015, 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. Purchase agreement with Lincoln Park Capital Fund, LLC During the year ended February 28, 2015, the Company entered into a purchase agreement (the “LPC Purchase Agreement”), together with a registration rights agreement (the “LPC Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“LPC”). Under the terms and subject to the conditions of the LPC Purchase Agreement, we have the right to sell to and LPC is obligated to purchase up to $10 million in shares of our common stock subject to certain limitations, from time to time, over the 24-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the LPC Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. We may direct LPC, at its sole discretion and subject to certain conditions, to purchase up to 2,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase, increasing to up to 6,667 shares, depending upon the closing sale price of the common stock (such purchases, “Regular Purchases”). However, in no event shall a Regular Purchase be more than $500,000. The purchase price of shares of common stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales, but in no event will shares be sold to LPC on a day the common stock closing price is less than the floor price as set forth in the LPC Purchase Agreement. In addition, we may direct LPC to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the common stock is not below the threshold price as set forth in the LPC Purchase Agreement. In connection with the LPC Purchase Agreement, the Company issued 13,334 shares of common stock to LPC as a fee, and may issue up to 26,667 additional shares of common stock pro rata only if and as the $10 million is funded by LPC. The fair value of the13,334 issued shares of common stock amounted to $140,000 on the grant date, which was recorded as a stock-based compensation during the year ended February 28, 2015, as the Company did not expect to close an offering with LPC within ninety days of the issuance of these shares. The LPC Purchase Agreement and the LPC Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The LPC Registration Rights Agreement does not contain any obligation for the Company to make payments to LPC if a registration statement has not been filed with the SEC. We have the right to terminate the LPC Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to LPC under the LPC Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock and determinations by us as to the appropriate sources of funding for us and our operations. There are no trading volume requirements or restrictions under the LPC Purchase Agreement. LPC has no right to require any sales by us, but is obligated to make purchases from us as it directs in accordance with the LPC Purchase Agreement. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares. The net proceeds under the LPC Purchase Agreement to us will depend on the frequency and prices at which we sell shares of our common stock to LPC. We expect that any proceeds received by us from such sales to LPC under the LPC Purchase Agreement will be used for general corporate purposes and working capital requirements. As of February 28, 2015, the Company did not file the registration statement in connection with the LPC Registration Rights Agreement, and have not directed any sales of common stock pursuant to the LPC Purchase Agreement. Common stock financing – the Qualified Financing During the year ended February 28, 2015, the Company issued 314,269 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock to certain accredited investors that entered into a securities purchase agreement (the “Qualified Financing Purchase Agreement”) whereby the Company received aggregate gross proceeds 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 and related interest amounts as referenced in Note 9 below (the “Qualified Financing”). The net proceeds from this transaction amounted to $1,643,000. Included in the net proceeds is the receipt of $100,000 from an investor that was concurrently paid $100,000 for due diligence and legal fees by the Company. Approximately $1,000,000 of these proceeds was generated from the sale of marketable securities transferred to the Company by an investor (see Note 11). During the year ended February 28, 2015, the Company completed a second closing under the Qualified Financing Purchase Agreement whereby the Company issued 12,546 shares of common stock for an aggregate purchase price of $207,000. Series A preferred stock financing – the October 2014 Private Placement During the year ended February 28, 2015, the Company issued 374,257 shares of Series A Convertible Preferred Stock to a certain accredited investors that entered into a securities purchase agreement in exchange for the transfer to the Company of 1,069,305 freely tradable shares of common stock of Quantum Materials Corp. (QTMM), a public reporting company whose shares of common stock are eligible for quotation on the OTCQB (the “October 2014 Private Placement”). We recorded the issuance of the Series A Convertible Preferred Stock in connection with the October 2014 Private Placement based on the fair value of the consideration received, which amounted to $256,633. The shares of QTMM were sold by the Company, generating approximately $214,000 of proceeds (see Note 11). Series B preferred stock financing – the Series B Private Placement On December 31, 2014, the Company entered into a securities purchase agreement (the “Series B Purchase Agreement”) with a number of new and existing accredited investors (collectively, the “Series B Investors”) pursuant to which it may sell up to $3,492,500 of Series B Preferred Stock convertible into common stock at $8.25 per share in a private placement (the “Series B Private Placement”). In addition, pursuant to the Series B Purchase Agreement, the Company shall issue series A warrants (the “Series A Warrants”) to purchase up to 317,500 shares of common stock at an initial exercise price per share of $10.50 and issued series B warrants (the “Series B Warrants”) to purchase 30,334 shares of common stock at an initial exercise price per share of $8.25 to the Series B Investors who purchased a minimum of $500,000 of Series B Preferred Stock on or before December 31, 2014. The Series A Warrants and Series B Warrants expire on March 31, 2020. Pursuant to the initial closing of the Series B Private Placement on December 31, 2014, the Company issued 228.6363 shares of Series B Preferred Stock convertible into 152,426 shares of common stock, Series A Warrants to purchase 114,319 shares of common stock and Series B Warrants to purchase 30,334 shares of common stock for an aggregate purchase price of $1,257,500, of which $65,000 was paid through the conversion of short-term outstanding indebtedness (See Note 10) and $25,000 was paid through the exchange of accrued liabilities due to certain members of our Board of Directors. The Series B Purchase Agreement provided that we may raise up to an additional $2,235,000 in the Series B Private Placement at any time through March 31, 2015. In connection with the December 31, 2014 closing of the Series B Private Placement, the placement agent was paid a cash fee of $105,080, including expense allowance, and was issued an aggregate of 9,710 Series A Warrants. On the grant date, the fair value of the placement agent warrants was $46,592, which was recorded as a stock issuance cost. Net proceeds amounted to $1,132,584 after deducting offering expenses to be paid in cash, including the placement agent fees and legal fees. 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 Company’s equity shares or (c) varying inversely in relation to the Company’s 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 Company’s 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. 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 Company’s 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 B Warrants The Series B Warrants issued in the Series B Private Placement 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 Company’s Common Stock and therefore should be recorded as a derivative liability, based on their fair value at the time of issuance. The fair value of Series B Warrants will be re-measured at each reporting period, and any resultant changes in fair value will be recorded in the Company’s Consolidated Statement of Operations. Accounting for the Series A Warrants The Company concluded the freestanding Series A Warrants were indexed to the Company’s Common Stock and should be classified in stockholder’s equity, based on their relative fair value. Allocation of Proceeds of the Series B Private Placement The $1,257,500 proceeds of the Series B Private Placement were allocated first to the Series B Warrants based on their fair value, and then to the Series B Preferred Stock and Series A Warrant instruments based on their relative fair values. A Monte Carlo simulation approach was used to determine the fair value of the Series B Warrants at issuance, which was $154,700 (see Note 13 for inputs to the Monte Carlo simulation). The remaining proceeds of $1,102,800 were then allocated between the Series B Preferred Stock and the Series A Warrants, based on the relative fair value. The Series B Preferred Stocks were 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 input at the time of issuance: expected term of 5.25 years based on their contractual life, volatility of 123% based on the Company’s historical volatility and risk free rate of 1.65% 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 deemed dividend of $225,296 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 a registration rights agreement (the “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. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 Company’s 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 6,667 shares of common stock at $11.25 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, 1,667 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 80,000 shares of common stock at $8.25 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, 534 options previously issued to a member of the Company’s Scientific and Clinical Advisory Board were mutually cancelled by the parties. The member will continue to serve on the Company’s 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 187,342 $ 23.70 $ 20,670 8.29 Granted 86,667 8.25 — — Exercised — — — — Forfeited 534 8.10 — — Expired — — — — Outstanding and expected to vest at May 31, 2015 273,475 $ 18.90 $ — 8.65 Exercisable at May 31, 2015 117,941 $ 26.40 $ — 7.25 As of May 31, 2015, 534 options are exercisable at $8.10 per share with a weighted average life of 9.67 years, 56,101 options are exercisable at $10.20 per share with a weighted average life of 6.61 years, 1,667 options exercisable at $11.25 per share with a life of 9.75 years, 14,735 options are exercisable at $22.50 with a weighted average life of 8.75 years, and 44,904 options are exercisable at $48.75 with a weighted average life of 7.85 years. Additionally, the options that have yet to vest were as follows: 534 options exercisable at $8.10 per share with a weighted average life of 9.67 years; 80,000 options exercisable at $8.25 per share with a weighted average life of 9.97 years; 5,000 options are exercisable at $11.25 with a weighted average life of 9.75 years; 30,000 options are exercisable at $22.50 with a weighted average life of 8.55 years and 40,000 options are exercisable at $16.50 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 35,004 stock options with a performance vesting condition that were granted to consultants which will be measured and recognized when vesting becomes probable. | Under our 2012 Incentive Plan, which is administrated by the compensation committee of the Board of Directors, we have reserved 207,786 shares of common stock available for issuance and we may grant to employees, non-employee directors and consultants, equity incentives in the form of, among other, stock options, restricted stock, and stock appreciation rights. As of February 28, 2015, we had a total of 30,282 shares of common stock that remained available for issuance under the 2012 Incentive Plan. During the year ended February 28, 2014, the Company issued options to purchase 20,003 shares of common stock at $48.75 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 128.9%; and (4) zero expected dividends. For the year ended February 28, 2014, the Company recognized $632,794 in expense for these options. During the year ended February 28, 2015, 6,667 of these stock options were cancelled in an effort to reduce the fully-diluted share count and increase the number of available stock options. The Company determined that the transaction was not considered to be a modification of these stock-based awards. All stock-based compensation related to these options recognized in the fiscal year ended February 28, 2014 has not been reversed. During the year ended February 28, 2014, the Company issued options to purchase 34,903 shares of common stock at $48.75 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 options was measured at each vesting date. The aggregated fair value of these options on the measurement dates amounted to $872,528 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 2.59%; (2) an expected term of 9.48 years; (3) an expected volatility of 123.6%; and (4) zero expected dividends. For the year ended February 28, 2014, the Company recognized $872,528 in expense for these options. During the year ended February 28, 2014, the Company issued options to purchase 12,667 shares of common stock at $22.50 per share to employees. The options vest based on certain performance-based milestones and expire on December 16, 2023. These options have a total fair value of $270,274 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.12%; (2) an expected term of 10 years; (3) an expected volatility of 121.5%; and (4) zero expected dividends. For the year ended February 28, 2014, the Company did not recognize any expense for these options. During the year ended February 28, 2015, an aggregate of 6,001 of 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. The Company recognized $127,000 in expense during the year ended February 28, 2015. During the year ended February 28, 2014, the Company issued options to purchase 36,667 shares of common stock at $22.50 per share to a consultant. 6,667 options vest immediately and 30,000 options vest upon the Company achieving certain performance-based milestones, and expire on December 16, 2023. The options that vested immediately have a total fair value of $142,250 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.12%; (2) an expected term of 10 years; (3) an expected volatility of 121.5%; and (4) zero expected dividends. For the options with vesting contingent on achieving certain performance-based milestones, the Company will measure the fair value of these options and recognize the compensation expense when vesting becomes probable. For the options that vested immediately, the Company recognized $142,250 in expense during the year ended February 28, 2014. During the year ended February 28, 2015, 14,667 non-employee performance-based stock options vested with a value of $232,000. These options vested based on the completion of a trial and subsequent publication of results on June 3, 2014. The Company recognized $232,000 in expense during the year ended February 28, 2015. During the year ended February 28, 2015, the Company issued options to purchase 40,000 shares of common stock at $16.50 per share to members of its management team. The options expire on October 14, 2024. The options vest upon certain milestones being achieved as follows: (i) 13,334 stock options shall fully vest two years following the date of issuance; (ii) of the remaining 26,667 stock options, one-third shall vest once the Company’s CLIA laboratory is operational, one-third shall vest upon the Company’s first commercial sale, and one-third shall vest upon the Company achieving $25 million in sales for the prior twelve month period. These options had a total fair value of $368,002 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.66%; (2) an expected term of 5.33 years; (3) an expected volatility of 116%; and (4) zero expected dividends. The Company has recognized $24,131 in expense in connection with the tranche with time-vesting condition of these options during the year ended February 28, 2015. The Company has not recognized any stock based compensation for the tranches with performance-vesting conditions, and expects to recognize the compensation expense when vesting become probable, which has not yet occurred. During the year ended February 28, 2015, 8,068 stock options issued to certain members of our scientific advisory board and clinical advisory board with an exercise price equal to $22.50 per share. These options vested immediately and had a total fair value of $59,290 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.73%; (2) an expected term of 10 years; (3) an expected volatility of 121%; and (4) zero expected dividends. For the year ended February 28, 2015, the Company recognized $59,290 in expense for these options. During the year ended February 28, 2015, 1,602 stock options issued to certain members of our scientific advisory and clinical advisory board with an exercise price equal to $8.10 per share. The options vest in four equal installments on each of February 1, 2015, May 1, 2015, August 1, 2015 and November 1, 2015 and expire on November 1, 2024. Compensation expense related to these options is measured at each vesting date and each reporting period for the unvested tranche. The aggregated fair value of these options on the measurement dates amounted to $14,480 as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.92%; (2) an expected term of 9.9 years; (3) an expected volatility of 123%; and (4) zero expected dividends. For the year ended February 28, 2015, the Company recognized $5,243 in expense for these options. During the year ended February 28, 2014, stock option expense totaling $1,540,884 and $106,688 was recorded in general and administrative expenses and in research and development expenses, respectively. During the year ended February 28, 2015, stock option expense totaling $319,664 and $128,000 was recorded in general and administrative expenses and in research and development expenses, respectively. 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, 2014 178,675 $ 25.50 — — Forfeited, cancelled and expired (41,003 ) $ 23.40 — — Issued 49,670 $ 17.25 — — Outstanding and expected to vest at February 28, 2015 187,342 $ 23.70 $ 20,670 8.29 Exercisable at February 28, 2015 116,142 $ 26.70 $ 17,790 7.67 As of February 28, 2015, 402 options are exercisable at $8.10 per share with a weighted average life of 9.93 years, 56,101 options are exercisable at $10.20 per share with a weighted average life of 6.86 years, 14,735 options are exercisable at $22.50 with a weighted average life of 9.42 years, and 44,904 options are exercisable at $48.75 with a weighted average life of 8.10 years. Additionally, the following options have yet to vest: 40,000 options issued to employees with an exercise price of $16.50 and a weighted average life of 9.62 years; 1,200 options issued to advisors with an exercise price of $8.10 and a weighted average life of 9.91 years; and 30,000 options issued a consultant with an exercise price of $22.50 and a weighted average life of 8.79 years As of February 28, 2015, we had $121,899 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 1.53 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 30,000 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 | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Warrants | ||
WARRANTS | For the three months ended May 31, 2014, the Company issued 3,336 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 $22.50 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 566 shares of common stock. These placement agent warrants are exercisable at $37.50 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 193,708 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 $10.50 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 20,668 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 $10.50 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 1,251 warrants to a consultant for services. These warrants were issued on May 31, 2015 and expire on May 31, 2020. 556 of such warrants are exercisable at $15.00 per share and 695 of such warrants are exercisable at $18.75 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, 1,668 common stock purchase warrants with an exercise price of $31.50 and 5,001 common stock purchase warrants with an exercise price of $22.50 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 580,604 $ 17.85 $ 72,250 3.33 Granted 215,627 10.50 — — Exercised — — — — Cancelled 6,669 24.75 — — Expired — — — — Outstanding at May 31, 2015 789,562 $ 15.75 $ — 3.56 Warrants exercisable at May 31, 2015 are: Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 8.25 30,334 4.84 30,334 $ 10.20 14,668 1.46 14,668 $ 10.50 338,405 4.84 338,405 $ 13.65 99,826 1.67 99,826 $ 15.00 556 5.00 556 $ 18.75 695 5.00 695 $ 21.00 52,427 1.24 52,427 $ 22.50 219,754 3.02 219,754 $ 31.50 29,830 2.87 29,830 $ 37.50 1,733 2.62 1,733 $ 45.00 1,334 1.67 1,334 | During the year ended February 28, 2014, the Company entered into a consulting agreement whereby the Company issued to the consultant 1,167 common stock purchase warrants with a term of four years and an exercise price equal to $37.50 per share. The fair value of these warrants was determined to be $17,495, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.09%; (2) an expected term of 4 years; (3) an expected volatility of 121%; and (4) zero expected dividends. During the year ended February 28, 2014, the Company issued 19,849 warrants in connection with the issuance of Convertible Notes and 6,180 warrants in connection with an amendment of certain convertible notes during the year ended February 28, 2014. See Note 9 for more details on these transactions. During the year ended February 28, 2014, in connection with the issuance of 2013 Notes, the Company issued placement agent warrants to purchase an aggregate of 566 shares of common stock. These placement agent warrants are exercisable at $37.50 per share, have a term of 5 years and a cashless exercise feature and vested immediately. The fair value of these warrants was determined to be $25,498, as calculated using a 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. During the year ended February 28, 2015, the Company issued 1,668 warrants in connection with the issuance of Additional 2014 Notes referenced in Note 9 below. These warrants were issued on March 4, 2014, are exercisable at $31.50 per share, expire on March 4, 2019 and vested immediately. These warrants were recorded as a debt discount based on their relative fair value. During the year ended February 28, 2015, the Company issued 10,339 warrants in connection with the issuance of the May 2014 Notes referenced in Note 9 below. These warrants were issued between May 22, 2014 and June 26, 2014, are exercisable at $22.50 per share and expire between May 22, 2019 and June 26, 2019. These warrants vested immediately. These warrants were recorded as a debt discount based on their relative fair value. During the year ended February 28, 2015, the Company issued an aggregate of 204,416 warrants in connection with the closing of the Qualified Financing as described in Note 6. 197,500 warrants were issued on June 30, 2014, and 6,900 warrants were issued on July 14, 2014 and expire on June 30, 2018 and July 14, 2018, respectively. These warrants vested immediately. These warrants are exercisable at $22.50 per share. The warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the consolidated balance sheet. During the year ended February 28, 2015, the Company issued 114,319 Series A Warrants in connection with the closing of the Series B Private Placement as described in Note 6. These warrants were issued on December 31, 2014, are exercisable at $10.50 per share and expire on March 31, 2020. These warrants vested immediately and do not contain any provision that would require liability treatment, therefore they were classified as equity in the consolidated balance sheet. During the year ended February 28, 2015, the Company issued 9,710 Series A Warrants to placement agents in connection with the closing of the Series B Private Placement as described in Note 6. These warrants were issued on December 31, 2014, are exercisable at $10.50 per share and expire on March 31, 2020. These warrants vested immediately and did not contain any provisions that would require liability treatment. On the grant date, the fair value of the placement agent warrants was $46,592, as calculated using a Black-Scholes model, which was recorded as a stock issuance cost. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.65%; (2) an expected term of 5.25 years; (3) an expected volatility of 123%; and (4) zero expected dividends. During the year ended February 28, 2015, the Company issued 30,334 Series B Warrants in connection with the closing of the Series B Private Placement as described in Note 6. These warrants were issued on December 31, 2014, are exercisable at $8.25 per share and expire on March 31, 2020. These warrants vested immediately. These warrants contained a full ratchet anti-dilution price protection provision, which required the Series B Warrants to be classified as derivative warrant liability (See Note 6 and Note 12). 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, 2014 209,818 $ 18.60 $ — — Issued 370,786 $ 17.40 $ — — Outstanding at February 28, 2015 580,604 $ 17.85 $ 72,250 3.33 The following table summarizes common stock purchase warrants exercisable at February 28, 2015: Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 8.25 30,334 5.09 30,334 $ 10.20 14,668 1.71 14,668 $ 10.50 124,029 5.09 124,029 $ 13.65 99,826 1.93 99,826 $ 21.00 52,427 1.49 52,427 $ 22.50 224,755 3.27 224,755 $ 31.50 31,498 2.96 31,498 $ 37.50 1,733 2.87 1,733 $ 45.00 1,334 1.92 1,334 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 1,668 detachable warrants that can be exercised at $22.50 per share within a five-year period and 1,668 detachable warrants that can be exercised at $31.50 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. | 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 bore interest at the rate of 8% per annum, originally matured on December 31, 2013 and ranked senior to the Company’s 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”) 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 $37.50 per share. Along with the 2013 Notes, we also issued to the noteholders an aggregate of 9,923 detachable warrants. The warrants had an original exercise price of $45.00 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 $22.50 per share from $37.50 per share, (ii) reduced the exercise price for an aggregate of 8,589 warrants issued in connection with the issuance of the 2013 Notes to $31.50 per share from $45.00 per share, (iii) issued an aggregate of 6,180 common stock purchase warrants with an exercise price of $31.50 per share and a term of four years, and (iv) issued an aggregate of 6,180 shares of the Company’s common stock. 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 year ended February 28, 2015 and 2014, we recorded $159,647 and $77,207 of accretion expense related to the Amended 2013 Notes. During the year ended February 28, 2015, the Company repaid the principal amount of $100,000 plus accrued interest of 2013 Notes to a holder thereof. 2014 Notes In November 2013, the Company issued convertible promissory notes in the aggregate principal amount of $500,000 with 5,557 detachable warrants that can be exercised at $31.50 per share within a four year period (the “2014 Notes”). The 2014 Notes bore interest at the rate of 8% per annum, originally matured on May 31, 2014 and ranked pari passu Additional 2014 Notes In January and February 2014, the Company issued convertible promissory notes in the aggregate principal amount of $855,000 with 9,506 detachable warrants that can be exercised at $31.50 per share within a five-year period and in May 2014, the Company issued convertible promissory notes in the aggregate principal amount of $75,000 with 1,668 detachable warrants that can be exercised at $22.50 per share within a five-year period (together, the “Additional 2014 Notes”). The Additional 2014 Notes bore interest at the rate of 8% per annum, originally matured on June 30, 2014 and ranked pari passu May 2014 Notes In May and June 2014, the Company issued convertible promissory notes in the aggregate principal amount of $465,000 with 10,339 detachable warrants that can be exercised at $22.50 per share within a five-year period (the “May 2014 Notes”). The May 2014 Notes bore interest at the rate of 8% per annum, originally matured on August 15, 2014 and ranked pari passu 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 detachable warrants issued during the year ended February 28, 2014 had a weighted-average fair value of $22.20 per share, as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 0.88%; (2) an expected term of 4 years; (3) an expected volatility of 129%; and (4) zero expected dividends. The detachable warrants issued during the year ended February 28, 2015 had a weighted-average fair value of $14.55 per share, as calculated using the Black-Scholes model. Assumptions used in the Black-Scholes model included: (1) a discount rate of 1.64%; (2) an expected term of 5 years; (3) an expected volatility of 116.8%; and (4) zero expected dividends. Some of the Convertible Notes issued during the years ended February 28, 2015 and 2014, included a conversion feature that was in the money at the commitment date. The intrinsic value of the conversion feature was recorded as a debt discount at the time of issuance of the related Convertible Notes. The relative fair value of the warrants and the intrinsic value of the beneficial conversion feature for the convertible notes issued during the years ended February 28, 2015 and 2014 totaled $173,035 and $889,355, respectively, and was recorded as a discount to the convertible debt. During the year ended February 28, 2015 and 2014, $379,672 and $752,762, respectively, was recognized as accretion expense related to the debt discount. Automatic Exchange of the Convertible Notes During the year ended February 28, 2015, the Company completed the Qualified Financing whereby all outstanding Convertible Notes with aggregate principal amounts totaling $3,357,000 were automatically exchanged into the securities offered in the Qualified Financing. The exchange also included approximately $201,413 of accrued interest. As of February 28, 2015, the Company has no Convertible Notes outstanding. During the year ended February 28, 2015, as a result of the exchange of the Convertible Notes in the Qualified Financing, the Company recorded an expense during the year ended February 28, 2015, amounting to $2,324,759. The expense was measured at the intrinsic value of the beneficial conversion feature for each of the Convertible Notes at their respective measurement date. |
SHORT-TERM NOTES
SHORT-TERM NOTES | 12 Months Ended |
Feb. 28, 2015 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTES | The Company received an aggregate of $65,000 in December 2014 from two members of the Board of Directors, in the form of short-term notes. These notes were applied to the purchase price of the December 31, 2014 closing of the Series B Private Placement (See Note 6). The interest was considered de minimis. |
MARKETABLE SECURITES HELD FOR S
MARKETABLE SECURITES HELD FOR SALE | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
MARKETABLE SECURITIES HELD FOR SALE | As part of the June 30, 2014 Qualified Financing (see Note 6), the Company received 4,800,000 shares of common stock of Quantum Materials Corp (“Consideration Shares”) in lieu of $1,000,000 of cash proceeds from an investor. 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) September 28, 2014 or (ii) the date the Company has sold of the Consideration Shares, then the investor shall make a payment to the Company equal to the difference between $1,000,000 and the aggregate gross proceeds received by the Company from the sale of the Consideration Shares. In the event the Company received gross proceeds of at least $1,000,000 from the sale of the Consideration Shares within the 90 days following the closing date of the equity financing, the Company shall immediately cease to sell the Consideration Shares and return all the unsold Consideration Shares to the investor and any proceeds from the sale of the Consideration Shares in excess of the $1,000,000. The Company elected to account for the Consideration Shares and the related liability to the investor at fair value. As such any changes in fair value of the Consideration Shares and the related liability, which are expected to offset each other, are recorded in earnings. The Consideration Shares and the related liability due to investor are financial instruments which are considered Level 1 in the fair value hierarchy and whose value is based on quoted prices in active market. The Company generated approximately $1 million of gross proceeds from the sale of 3,730,695 Consideration Shares through September 28, 2014. On October 14, 2014, the Company entered into an agreement with the investor whereby the remaining 1,069,305 Consideration Shares were to remain with the Company in exchange for the issuance of Series A Convertible Preferred Stock (see Note 6). As of February 28, 2015, the Company sold all remaining Consideration Shares for approximately $214,000 of gross proceeds and incurred a loss of $42,421 on the holding and selling of the securities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 CompanyÂ’s 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 $5.25 and $10.50, 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. | The recorded value of certain financial assets and liabilities, which consist primarily of cash and cash equivalents, receivables, and accounts payable, accrued expenses and the convertible notes other than the Amended 2013 Notes, approximate the fair value at February 28, 2015 and 2014 based upon the short-term nature of the assets and liabilities. As of February 28, 2014, the Amended 2013 Notes had a carrying value of $1,320,689, which approximated its fair value based on Level 2 inputs. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: February 28, 2015 February 28, 2014 Fair value at the beginning of the year: $ - $ - Issuance of derivative warrant liability (Series B Warrants): 154,700 - Change in fair value: 118,300 - Fair value at end of the year: $ 273,000 $ - 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 December 31, 2014 used the following assumptions: (1) a stock price of $6.00; (2) a risk free rate of 1.65%; (3) an expected volatility of 123% and (4) a fundraising event to occur on September 30, 2015 that would result in the issuance of additional common stock. The Monte Carlo simulation as of February 28, 2015, used the following assumptions: (1) a stock price of $10.50; (2) a risk free rate of 1.50%; (3) an expected volatility of 125% (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 | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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 | Equipment consists of the following: Estimated Useful lives February 28, 2015 February 28, 2014 Research equipment 7 years $ 548,991 $ 165,537 Computer and software equipment 5 years 73,704 72,909 622,695 238,446 Accumulated depreciation and amortization (96,089) (34,192) Equipment, net $ 526,606 $ 204,254 Depreciation of equipment utilized in research and development activities is included in research and development expenses. All other depreciation is included in general and administrative expense. Depreciation and amortization expense was $61,897 and $21,796 for the years ended February 28, 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 chief executive officer. Capital lease obligation and future payments of capital lease obligations as of February 28, 2015 were as follows: Year Ending February 28, (In thousands) 2016 $ 123,120 2017 123,120 2018 61,560 307,800 Less: amount representing interest 38,159 Capital lease obligations 269,641 Less: current portion 99,965 Noncurrent $ 169,676 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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, 29,188 and 20,211, 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 273,475 178,675 Warrants 789,562 213,154 Convertible notes - 117,991 Preferred stock 472,203 - Total 1,535,240 509,820 | 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 February 28, 2015 and 2014, 24,522 and 26,868, respectively, restricted shares of common stock 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 conversion of outstanding options and warrants and shares issuable from convertible securities. In computing diluted loss per share for the years ended February 28, 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: February 28, 2015 February 28, 2014 Stock options 187,334 178,667 Warrants 580,515 209,757 Convertible notes — 132,432 Preferred stock 210,708 — Total 978,557 520,856 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | During the year ended February 28, 2014, we paid a shareholder an aggregate of $110,000 of consulting fees for financial advisory services and issued to the same shareholder 6,667 options with an exercise price of $48.75 on April 5, 2013. During the year ended February 28, 2015, we paid a shareholder an aggregate of $40,000 of consulting fees for financial advisory services. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | During the fiscal years ended February 28, 2015, and February 28, 2014, MetaStat incurred net losses and, therefore, has no tax liability. The difference between income taxes at the statutory federal income tax rate and income taxes reported in the statements of operations are attributable to the following: February 28, 2015 February 28, 2014 Income tax benefit at the federal statutory rate 34 % 34 % Permanent differences (3) % (4) % Increase in valuation allowance (31) % (30) % Provision for income tax (0) % (0) % As at February 28, 2015, and February 28, 2014, deferred tax assets (liabilities) consisted of the following: February 28, 2015 February 28, 2014 Net operating loss carryforwards $ 4,987,120 $ 2,830,058 Stock-based compensation 1,183,918 904,278 6,171,038 3,734,336 Depreciation (10,273) (10,273) 6,160,765 3,724,063 Less: Valuation allowance (6,160,765 (3,724,063) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management determines whether it is more likely than not some, or all, of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the carryforward period as well as the period in which those temporary differences become deductible. Management considers the reversal of taxable temporary differences, projected taxable income and tax planning strategies in making this assessment. Based upon historical losses and the possibility of continued taxable losses over the periods that the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deferred tax assets and thus recorded a valuation allowance against the entire net deferred tax asset balance. The valuation allowance increased by $2,436,702 and $1,914,808 in the years ended February 28, 2015 and 2014, respectively. At February 28, 2015, the cumulative federal and state net operating loss carry-forwards are $12,783,603 and $10,786,111, respectively and, and will expire between 2029 and 2035. The Internal Revenue Code (“IRC”) limits the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. We have not performed a detailed analysis to determine whether an ownership change has occurred. Such a change of ownership could limit our utilization of the net operating losses, and could be triggered by subsequent sales of securities by the Company or its stockholders. The Company records interest and penalties related to unrecognized tax benefits within income tax expense. The Company had not accrued any interest or penalties related to unrecognized benefits. No amounts were provided for unrecognized tax benefits attributable to uncertain tax positions as of February 28, 2015 and 2014. The Company is no longer subject to Federal income tax assessment for years before 2011. However, since the Company has incurred net operating losses every year since inception, all of its income tax returns are subject to examination and adjustments by the Internal Revenue Service for at least three years following the year in which the tax attributes are utilized. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 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. Bronsther’s 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 26,667 stock options at an exercise price of $8.25 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. The Company also entered into a consulting agreement with Dr. Bronsther to serve as the Chairman of the Company’s Scientific and Clinical Advisory Board. The agreement has a term of 12 months and may be terminated by either party upon 30 days prior written notice. In the event of any termination by the Company for any reason, Dr. Bronsther shall be entitled to all compensation under the agreement as if he remained a consultant for the remainder of the agreement term. The agreement provides that the Company pay Dr. Bronsther $14,444 per month in cash (payable over 18 months) along with reimbursement of all reasonable and necessary expenses. In addition, Dr. Bronsther will be granted ten-year options to purchase 10,000 stock options at an exercise price per share of $8.25, which options vest upon achieving certain milestones including (i) securing tumor cohort(s) for the purposes of conducting analytical and clinical validation studies, (ii) closing $1 million of new retail investors introduced by Dr. Bronsther and (iii) recruitment of key opinion leaders to become members of the Scientific and Clinical Advisory Board. 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. Hamilton’s compensation thereunder, based on his attainment of certain financial, clinical development, and/or business milestones to be established annually by the Company’s Board or compensation committee. Mr. Hamilton was also granted ten-year options to purchase 60,000 shares of the Company’s common stock at an exercise price of $8.25 per share. 10,000 options vested immediately and the remaining 50,000 vest upon achieving various milestones including (i) up-listing of the Company’s 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 5,001 options with a strike price of $8.25 per share to employees with annual milestone vesting over three years. | Series B Private Placement On March 27, 2015, the Company entered into an amended and restated securities purchase agreement (the “A&R Purchase Agreement”) with a number of new and existing accredited and institutional investors, which A&R Purchase Agreement amended and restated the securities purchase agreement dated as of December 31, 2014. Pursuant to the A&R Purchase Agreement, the Company sold an aggregate of $3,388,250 of its shares of Series B Preferred Stock convertible into common stock at $8.25 per share. In addition, pursuant to the A&R Purchase Agreement, the Company issued amended and restated Series A Warrants, which amended and restated the Series A Warrants issued on December 31, 2014, to purchase up to an aggregate of 308,027 shares of common stock at an initial exercise price per share of $10.50. The Series A Warrants expire on March 31, 2020. Pursuant to the A&R Purchase Agreement, on March 27 and March 31, 2015, the Company issued an aggregate of 387.4088 shares of Series B Preferred Stock convertible into 258,281 shares of common stock and Series A Warrants to purchase up to 193,708 shares of common stock for an aggregate purchase price of $2,130,750, of which $18,000 was paid through the conversion of accrued liabilities to a Company consultant. In connection with the above issuances, the Company paid to placement agents an aggregate cash fee of $121,300 and issued an aggregate of 20,668 placement agent warrants. The placement agent warrants shall have the same terms as the Series A Warrants. Additionally, the Company paid certain expenses totaling $26,150 to the placement agents and their legal counsel. Along with the A&R Purchase Agreement, we entered into an amended and restated registration rights agreement with the Series B Preferred Stock investors. If the Company does not file a registration statement within 30 days of the final closing of the Series B Private Placement to register the shares the Series B Preferred Stock can be converted into and the warrants can be exercised into, it will be subject to late registration payments to be paid to the Series B Preferred Stock investors. 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 10,728 shares of common stock and 6,669 common stock purchase warrants. Additionally, the Company reimbursed $3,000 of legal expenses to the two affiliated security holders. The Company will recognize a gain or loss on the cancellation of the securities on the settlement date. Consulting and Investor Relations Agreements Effective March 1, 2015, the Company entered into a consulting agreement with a consultant to provide internal investor relations activities and external investor relations support. The term of the agreement is twelve (12) months, expires on February 28, 2016, and may be cancelled by either party with thirty (30) days prior written notice. The agreement calls for a cash payment of $6,500 per month. Additionally, the Company issued the consultant stock options to purchase an aggregate of 6,667 shares of Common Stock with a strike price of $11.25 per share. The stock options have milestone vesting and were issued outside of the 2012 Incentive Plan. Effective March 10, 2015, the Company entered into a consulting agreement with a consultant to provide consulting and advisory services to the Company and the Board of Directors. The term of the agreement is twelve (12) months, expires February 28, 2016, and may be cancelled by the Company with thirty (30) days prior written notice. In connection with entering into the agreement, the Company issued an aggregate of 8,000 shares of Common Stock to the consultant for services. Effective April 1, 2015, we entered into an agreement with an investor relations firm to provide investor relations and online media services. The initial term of the agreement is three (3) months and may be cancelled by the Company with two (2) days prior written notice. The agreement calls for a monthly payment of (i) $30,000 in cash, and (ii) the issuance of 6,667 shares of Common Stock. The consultant has agreed not to sell or dispose the shares before December 31, 2015. On May 8, 2015, we provided two days prior written notice of termination to cancel the engagement effective May 11, 2105. Effective May 7, 2015, we entered into a consulting agreement with a consultant to provide capital markets advise. The term of the contract is 12 months that may be cancelled by either party with 30-days advanced written notice. The agreement calls for a monthly payment of (i) $2,000 in cash, (ii) the issuance of 556 five-year warrants with an exercise price equal to $15.00 per share, and (iii) the issuance of 695 five-year warrants with an exercise price equal to $18.75 per share. In the event the company raises additional capital in excess of $500,000, the cash fee shall increase to $5,000 per month. Registration Statement Pursuant to the Registration Rights Agreement entered into in connection with the Series B Private Placement, the Company filed the Registration Statement on Form S-1 with the SEC on April 10, 2015. Option Issuance and Cancellation Effective April 15, 2015, a member of our scientific and clinical advisory board refused delivery of 534 stock options granted on November 1, 2014. The Company has cancelled these options. On May 18, 2015, the Board approved the issuance of 20,000 stock options for each of the four independent members of our Board. The options were issued outside of the 2012 Incentive Plan. The options will vest annually as follows based upon each Board member continued Board service: 6,667 options will vest at the one-year anniversary; 6,667 will vest at the two-year anniversary; and 6,666 will vest at the three-year anniversary of the issuance date. The options have a strike price of $8.25 per share. Board Resignation Effective as of May 16, 2015, the board of directors accepted the resignation of Dr. David Epstein as a board member. Dr. Epstein resigned for the purpose of focusing his attention on the business of ASET, an entity affiliated with Dr. Epstein and in which he is a principal. ASET licenses the Company's therapeutic assets pursuant to a License, Development and Commercialization Agreement entered into by the parties in November 2014. The resignation of Dr. Epstein was not due to any disagreement on any matter relating to the Company's operations, policies or practices. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Summary Of Significant Accounting Policies Policies | ||
Reverse stock split | On October 8, 2015, the Company effected a reverse split of its common stock with a ratio of one post split for every fifteen shares issued and outstanding. All reference in these financial statements and notes to the number of shares, price per share and weighted average number of shares outstanding of the CompanyÂ’s common stock prior to the reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. | |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, including contingencies. Accordingly, actual results could differ from those estimates. | |
Cash and cash equivalents | The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at February 28, 2015 and 2014. | |
Concentration of Credit Risk | Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. | |
Equipment | Equipment is stated at cost. The cost of equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | |
Long-lived assets | Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There were no impairment of long-lived assets as of February 28, 2015 and 2014. | |
Deferred Financing Costs | Debt issuance costs are recorded as deferred financing costs and amortized over the maturity period of the related debt instrument using the effective interest method. | |
Debt Instruments | We analyze debt issuance for various features that would generally require either bifurcation and derivative accounting, or recognition of a debt discount or premium under authoritative guidance. Detachable warrants issued in conjunction with debt are measured at their relative fair value, if they are determined to be equity instrument, or their fair value, if they are determined to be liability instruments, and recorded as a debt discount. Conversion features that are in the money at the commitment date constitute a beneficial conversion feature that is measured at its intrinsic value and are recognized as debt discount. Debt discount is amortized as accretion expense over the maturity period of the debt using the effective interest method. Contingent beneficial conversion features are recognized when the contingency has been resolved. | |
Fair Value Measurements | The Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, some discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. | |
Revenue | We currently do not have any revenue. We expect to derive our revenue from sale of our products, which are currently under development. | |
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, 29,188 and 20,211, 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 273,475 178,675 Warrants 789,562 213,154 Convertible notes - 117,991 Preferred stock 472,203 - Total 1,535,240 509,820 | 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 February 28, 2015 and 2014, 24,522 and 26,868, respectively, restricted shares of common stock 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 conversion of outstanding options and warrants and shares issuable from convertible securities. In computing diluted loss per share for the years ended February 28, 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: February 28, 2015 February 28, 2014 Stock options 187,334 178,667 Warrants 580,515 209,757 Convertible notes — 132,432 Preferred stock 210,708 — Total 978,557 520,856 |
Income Taxes | Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to net operating loss carry forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. A valuation allowance is recorded if it more likely than not that some portion or all of the deferred tax assets will not be realized in future periods. | |
Research and Development Costs | Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of compensation cost for our employees and consultants that perform our research activities, the fees paid to maintain our licenses, the payments to third parties for clinical testing and additional product development, and consumables and other materials used in research and development. Research and development costs were $1,266,158 and $824,336 for the years ended February 28, 2015 and February 28, 2014, respectively. | |
Stock-Based Compensation | We account for share-based payments award issued to employees and members of our Board of Directors by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line basis over the requisite service period, generally the vesting period. For awards issued to non-employees, the measurement date is the date when the performance is complete or when the award vests, whichever is the earliest. Accordingly, non-employee awards are measured at each reporting period until the final measurement date. The fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. For awards with market condition that affect their vesting, the fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. | |
Recently Issued Accounting Pronouncements | In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements-Going Concern” (“ASU 2014-15”), which establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. ASU 2014-15 also provides guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This update is effective for interim and annual reporting periods beginning December 15, 2016; early adoption is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest” (“ASU 2015-03”), which requires that debt issuance costs be presented in the balance sheet as a direct reduction to the carrying amount of the associated debt liability, consistent with debt discounts. Currently debt issuance costs are recognized as an asset. The ASU 2015-03 is effective for the Company in the first quarter of 2016 and is required to be applied retrospectively. Early adoption is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Summary Of Significant Accounting Policies Tables | ||
Antidilutive shares excluded from computing diluted loss per share | May 31, 2015 May 31, 2014 Stock options 273,475 178,675 Warrants 789,562 213,154 Convertible notes - 117,991 Preferred stock 472,203 - Total 1,535,240 509,820 | In computing diluted loss per share for the years ended February 28, 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: February 28, 2015 February 28, 2014 Stock options 2,810,000 2,680,000 Warrants 8,707,724 3,146,355 Convertible notes - 1,986,467 Preferred stock 3,160,620 - Total 14,678,344 7,812,822 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
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 187,342 $ 23.70 $ 20,670 8.29 Granted 86,667 8.25 — — Exercised — — — — Forfeited 534 8.10 — — Expired — — — — Outstanding and expected to vest at May 31, 2015 273,475 $ 18.90 $ — 8.65 Exercisable at May 31, 2015 117,941 $ 26.40 $ — 7.25 | 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, 2014 178,675 $ 25.50 — — Forfeited, cancelled and expired (41,003 ) $ 23.40 — — Issued 49,670 $ 17.25 — — Outstanding and expected to vest at February 28, 2015 187,342 $ 23.70 $ 20,670 8.29 Exercisable at February 28, 2015 116,142 $ 26.70 $ 17,790 7.67 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
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 580,604 $ 17.85 $ 72,250 3.33 Granted 215,627 10.50 — — Exercised — — — — Cancelled 6,669 24.75 — — Expired — — — — Outstanding at May 31, 2015 789,562 $ 15.75 $ — 3.56 | Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2014 209,818 $ 18.60 $ - - Issued 370,786 $ 17.40 $ - - Outstanding at February 28, 2015 580,604 $ 17.85 $ 72,250 3.33 |
Warrants exercisable | Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 8.25 30,334 4.84 30,334 $ 10.20 14,668 1.46 14,668 $ 10.50 338,405 4.84 338,405 $ 13.65 99,826 1.67 99,826 $ 15.00 556 5.00 556 $ 18.75 695 5.00 695 $ 21.00 52,427 1.24 52,427 $ 22.50 219,754 3.02 219,754 $ 31.50 29,830 2.87 29,830 $ 37.50 1,733 2.62 1,733 $ 45.00 1,334 1.67 1,334 | Exercise prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 8.25 30,334 5.09 30,334 $ 10.20 14,668 1.71 14,668 $ 10.50 124,029 5.09 124,029 $ 13.65 99,826 1.93 99,826 $ 21.00 52,427 1.49 52,427 $ 22.50 224,755 3.27 224,755 $ 31.50 31,498 2.96 31,498 $ 37.50 1,733 2.87 1,733 $ 45.00 1,334 1.92 1,334 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
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 | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: February 28, 2015 February 28, 2014 Fair value at the beginning of the year: $ - $ - Issuance of derivative warrant liability (Series B Warrants): 154,700 - Change in fair value: 118,300 - Fair value at end of the year: $ 273,000 $ - |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
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 | Equipment consists of the following: Estimated Useful lives February 28, 2015 February 28, 2014 Research equipment 7 years $ 548,991 $ 165,537 Computer and software equipment 5 years 73,704 72,909 622,695 238,446 Accumulated depreciation and amortization (96,089) (34,192) Equipment, net $ 526,606 $ 204,254 |
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 | Capital lease obligation and future payments of capital lease obligations as of February 28, 2015 were as follows: Year Ending February 28, (In thousands) 2016 $ 123,120 2017 123,120 2018 61,560 307,800 Less: amount representing interest 38,159 Capital lease obligations 269,641 Less: current portion 99,965 Noncurrent $ 169,676 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | ||
Anti-dilutive securities | May 31, 2015 May 31, 2014 Stock options 273,475 178,675 Warrants 789,562 213,154 Convertible notes - 117,991 Preferred stock 472,203 - Total 1,535,240 509,820 | In computing diluted loss per share for the years ended February 28, 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: February 28, 2015 February 28, 2014 Stock options 2,810,000 2,680,000 Warrants 8,707,724 3,146,355 Convertible notes - 1,986,467 Preferred stock 3,160,620 - Total 14,678,344 7,812,822 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
Statutory federal tax rate reconciliation | The difference between income taxes at the statutory federal income tax rate and income taxes reported in the statements of operations are attributable to the following: February 28, 2015 February 28, 2014 Income tax benefit at the federal statutory rate 34 % 34 % Permanent differences (3) % (4) % Increase in valuation allowance (31) % (30) % Provision for income tax (0) % (0) % |
Deferred tax assets | As at February 28, 2015, and February 28, 2014, deferred tax assets (liabilities) consisted of the following: February 28, 2015 February 28, 2014 Net operating loss carryforwards $ 4,987,120 $ 2,830,058 Stock-based compensation 1,183,918 904,278 6,171,038 3,734,336 Depreciation (10,273) (10,273) 6,160,765 3,724,063 Less: Valuation allowance (6,160,765 (3,724,063) Net deferred tax asset $ - $ - |
DESCRIPTION OF BUSINESS AND G34
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | Oct. 08, 2015 | May. 31, 2015 | May. 25, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Description Of Business And Going Concern Details Narrative | |||||
Date of incorporation | Mar. 28, 2007 | Mar. 28, 2007 | |||
State of incorporation | Nevada | Nevada | |||
Common stock issued pursuant to agreement | 387 | ||||
Warrants issued | 193,705 | ||||
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) | $ (10,727,675) | ||
Net loss | $ (7,995,474) | $ (7,995,474) | $ (5,365,196) | ||
Reverse split | On October 8, 2015, the Company effected a reverse split of its common stock with a ratio of one post split for every fifteen shares issued and outstanding |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,535,240 | 509,820 | 978,557 | 520,856 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 273,475 | 178,675 | 187,334 | 178,667 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 789,562 | 213,154 | 580,515 | 209,757 |
Convertible notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 117,991 | 132,432 | ||
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 472,203 | 210,708 |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Research & development | $ 219,327 | $ 258,747 | $ 1,266,158 | $ 824,336 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,535,240 | 509,820 | 978,557 | 520,856 |
Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 24,522 | 26,868 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Common stock issued for services | 21,334 | 3,334 | ||
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 | 10,728 | |||
Reimbursement of legal expenses | $ 3,000 | |||
Settlement expense | 38,437 | |||
Stock based compensation | 207,112 | $ 33,750 | $ 1,333,871 | $ 1,946,772 |
Net proceeds from offering | 1,945,244 | $ 1,062,420 | ||
Series B Preferred Stock [Member] | ||||
Sale of stock, amount | $ 2,130,750 | |||
Sale of stock, price per share | $ 8.25 | |||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||
Sale of stock, amount | $ 2,130,750 | |||
Warrants issued | $ 193,708 | |||
Preferred stock issued private placement | 258,281 | |||
Stock based compensation | $ 12,695 | |||
Cash fee to placement agents | $ 147,451 | |||
Placement agent warrants | 20,668 | |||
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 | $ 10.50 | |||
Series A Preferred Stock [Member] | Warrants [Member] | Placement Agent [Member] | ||||
Fair value of shares issued for services | $ 158,441 | |||
Warrants issued | $ 193,708 | |||
Warrants [Member] | $1.50 [Member] | ||||
Shares issued in legal settlement | 1,667 | |||
Exercise price | $ 22.50 | |||
Warrants [Member] | $2.10 [Member] | ||||
Shares issued in legal settlement | 5,001 | |||
Exercise price | $ 31.50 |
LICENSE AGREEMENTS AND COMMIT38
LICENSE AGREEMENTS AND COMMITMENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 25, 2015 | May. 31, 2014 | Feb. 28, 2015 | |
Percent of outstanding common stock to be issued | 15.00% | |||
Common shares issued | 387 | |||
Lease term | 1 year | 1 year | ||
Lease expiration date | Aug. 31, 2014 | 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 | 50,000 | ||
License maintenance fee due at two years | 75,000 | 75,000 | ||
License maintenance fee due at three years | $ 100,000 | $ 100,000 | ||
Shares issued per antidilution right | 160,158 | 160,158 | ||
License Agreement 2 [Member] | ||||
License maintenance fee due at one year | $ 30,000 | $ 30,000 | ||
License maintenance fee due at two years | 50,000 | 50,000 | ||
License maintenance fee due at three years | 75,000 | 75,000 | ||
License maintenance fee due at four years | 100,000 | 100,000 | ||
License Agreement 3 [Member] | ||||
License maintenance fee due at one year | 15,000 | 15,000 | ||
License maintenance fee due at two years | 25,000 | 25,000 | ||
License maintenance fee due at three years | 37,500 | 37,500 | ||
License maintenance fee due at four years | 50,000 | 50,000 | ||
License Agreement 4 [Member] | ||||
License maintenance fee due at one year | 10,000 | 10,000 | ||
License maintenance fee due at two years | 15,000 | 15,000 | ||
License maintenance fee due at three years | 15,000 | 15,000 | ||
License maintenance fee due at four years | $ 20,000 | $ 20,000 |
LICENSE AGREEMENTS AND COMMIT39
LICENSE AGREEMENTS AND COMMITMENTS (Details Narrative 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | |
Lease term | 1 year | 1 year | |
Lease expiration date | Aug. 31, 2014 | 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 | 50,000 | |
License maintenance fee due at two years | 75,000 | 75,000 | |
License maintenance fee due at three years | $ 100,000 | $ 100,000 | |
Shares issued per antidilution right | 160,158 | 160,158 | |
License Agreement 2 [Member] | |||
License maintenance fee due at one year | $ 30,000 | $ 30,000 | |
License maintenance fee due at two years | 50,000 | 50,000 | |
License maintenance fee due at three years | 75,000 | 75,000 | |
License maintenance fee due at four years | 100,000 | 100,000 | |
License Agreement 3 [Member] | |||
License maintenance fee due at one year | 15,000 | 15,000 | |
License maintenance fee due at two years | 25,000 | 25,000 | |
License maintenance fee due at three years | 37,500 | 37,500 | |
License maintenance fee due at four years | 50,000 | 50,000 | |
License Agreement 4 [Member] | |||
License maintenance fee due at one year | 10,000 | 10,000 | |
License maintenance fee due at two years | 15,000 | 15,000 | |
License maintenance fee due at three years | 15,000 | 15,000 | |
License maintenance fee due at four years | $ 20,000 | $ 20,000 |
LICENSE, DEVELOPMENT AND COMM40
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC (Details Narrative 2) - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 25, 2014 | Feb. 28, 2015 | |
Investment amount received | $ 250,000 | |
Reimbursement revenue | 75,000 | |
Investment required by company | 1,000,000 | |
Costs and Expenses [Member] | ||
Reimbursement revenue | $ 150,000 | 150,000 |
Research and Development Expense [Member] | ||
Reimbursement revenue | 75,000 | 75,000 |
Minimum [Member] | ||
Other Commitment Due | 5,000 | |
Investment amount received | $ 1,250,000 | |
Equity ownership | 20.00% | |
Maximum [Member] | ||
Other Commitment Due | $ 25,000 | |
Maximum [Member] | Costs and Expenses [Member] | ||
Reimbursement revenue | 50,000 | $ 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% |
LICENSE, DEVELOPMENT AND COMM41
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT WITH ASET THERAPEUTICS, LLC (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 25, 2014 | Feb. 28, 2015 | |
Investment amount received | $ 250,000 | |
Reimbursement revenue | 75,000 | |
Investment required by company | 1,000,000 | |
Costs and Expenses [Member] | ||
Reimbursement revenue | $ 150,000 | 150,000 |
Research and Development Expense [Member] | ||
Reimbursement revenue | 75,000 | 75,000 |
Minimum [Member] | ||
Other Commitment Due | 5,000 | |
Investment amount received | $ 1,250,000 | |
Equity ownership | 20.00% | |
Maximum [Member] | ||
Other Commitment Due | $ 25,000 | |
Maximum [Member] | Costs and Expenses [Member] | ||
Reimbursement revenue | $ 50,000 | $ 50,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Authorized shares of stock | 160,000,000 | ||
Par value of shares | $ 0.0001 | $ 0.0001 | |
Authorized shares of common stock | 150,000,000 | 150,000,000 | |
Authorized shares of preferred stock | 10,000,000 | 10,000,000 | |
Conversion price | Each fifteen (15) shares of Series A Preferred Stock shall be convertible into one share of common stock | ||
Series B Preferred Stock [Member] | |||
Authorized shares of preferred stock | 1,000 | 1,000 | |
Stated value per share | $ 0.0001 | $ 0.0001 | |
Dividend rate | 8.00% | 8.00% | |
Dividend payable | $ 45,530 | $ 16,767 | $ 0 |
Liquidation preference | $ 3,460,000 | $ 1,274,000 | $ 0 |
Conversion price | $8.25 per share | $.055 per share |
CAPITAL STOCK (Details Narrat43
CAPITAL STOCK (Details Narrative 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Authorized shares of stock | 160,000,000 | ||
Par value of shares | $ 0.0001 | $ 0.0001 | |
Authorized shares of common stock | 150,000,000 | 150,000,000 | |
Authorized shares of preferred stock | 10,000,000 | 10,000,000 | |
Conversion price | Each fifteen (15) shares of Series A Preferred Stock shall be convertible into one share of common stock | ||
Series B Preferred Stock [Member] | |||
Authorized shares of preferred stock | 1,000 | 1,000 | |
Stated value per share | $ 0.0001 | $ 0.0001 | |
Dividend rate | 8.00% | 8.00% | |
Dividend payable | $ 45,530 | $ 16,767 | $ 0 |
Preferred issued for payment of dividends | 4,818 | ||
Preferred B issued for dividends, Amount | $ 26,498 | ||
Liquidation preference | $ 3,460,000 | $ 1,274,000 | $ 0 |
Conversion price | $8.25 per share | $.055 per share |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) | 12 Months Ended |
Feb. 28, 2015USD ($)$ / sharesshares | |
Options Outstanding | |
Outstanding at Beginning of Period | 178,675 |
Forfeited, cancelled and expired | (41,003) |
Issued | 49,670 |
Outstanding and expected to vest at End of Period | 187,342 |
Exercisable | 116,142 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ / shares | $ 25.50 |
Forfeited, cancelled and expired | $ / shares | 23.40 |
Issued | $ / shares | 17.25 |
Outstanding and expected to vest at End of Period | $ / shares | 23.70 |
Exercisable at End of period | $ / shares | $ 26.70 |
Outstanding at Beginning of Period | $ | |
Forfeited, cancelled and expired | $ | |
Issued | $ | |
Outstanding and expected to vest at End of Period | $ | $ 20,670 |
Exercisable at End of period | $ | $ 17,790 |
Weighted Average Remaining Contractual Term | |
Outstanding and expected to vest at End of Period | 8 years 3 months 16 days |
Exercisable at End of period | 7 years 7 months 24 days |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - Option [Member] | 3 Months Ended |
May. 31, 2015 | |
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 2)
STOCK OPTIONS (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Options Outstanding | ||
Outstanding at Beginning of Period | 187,342 | 178,675 |
Granted | 49,670 | |
Forfeited | (41,003) | |
Outstanding and expected to vest at End of Period | 187,342 | |
Exercisable | 116,142 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 23.70 | $ 25.50 |
Granted | 17.25 | |
Forfeited | 23.40 | |
Outstanding and expected to vest at End of Period | 23.70 | |
Exercisable at End of period | $ 26.70 | |
Outstanding at Beginning of Period | $ 20,670 | |
Outstanding and expected to vest at End of Period | $ 20,670 | |
Exercisable at End of period | $ 17,790 | |
Weighted Average Remaining Contractual Term | ||
Outstanding and expected to vest at End of Period | 8 years 3 months 16 days | |
Exercisable at End of period | 7 years 7 months 24 days | |
Option [Member] | ||
Options Outstanding | ||
Outstanding at Beginning of Period | 187,342 | |
Granted | 86,667 | |
Exercised | ||
Forfeited | 534 | |
Expired | ||
Outstanding and expected to vest at End of Period | 273,475 | 187,342 |
Exercisable | 117,941 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 23.70 | |
Granted | $ 8.25 | |
Exercised | ||
Forfeited | $ 8.10 | |
Expired | ||
Outstanding and expected to vest at End of Period | $ 18.90 | $ 23.70 |
Exercisable at End of period | $ 26.40 | |
Outstanding at Beginning of Period | $ 20,670 | |
Outstanding and expected to vest at End of Period | $ 20,670 | |
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 ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Reserved for issuance | 207,786 | |
Remain available for issuance | 30,282 | |
Shares vested | 14,667 | |
Stock options fair value | $ 232,000 | |
Stock option expected term | 7 years 7 months 24 days | |
Stock option expense | $ 232,000 | |
Outstanding options exercisable/vested | $ 23.70 | $ 25.50 |
Outstanding options price per share | $ 26.70 | |
Unrecognized compensation expense | $ 121,899 | |
Unrecognized compensation expense nonvested | $ 240,000 | |
Unmeasured compensation shares | 30,000 | |
General and Administrative Expense [Member] | ||
Stock option expense | $ 319,664 | $ 1,540,884 |
Research and Development Expense [Member] | ||
Stock option expense | $ 128,000 | $ 106,688 |
Option $3.25 (1) [Member] | ||
Stock options issued | 20,003 | |
Stock option price per share | $ 48.75 | |
Shares cancelled | 6,667 | |
Stock options fair value | $ 632,794 | |
Stock option discount rate | 0.68% | |
Stock option expected term | 5 years 3 months | |
Stock option expected volatility | 128.90% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 632,794 | |
Outstanding options weighted average life | 9 years 9 months 16 days | |
Option $3.25 (2) [Member] | ||
Stock options issued | 34,903 | |
Stock option price per share | $ 48.75 | |
Stock options fair value | $ 872,528 | |
Stock option discount rate | 2.59% | |
Stock option expected term | 9 years 5 months 28 days | |
Stock option expected volatility | 123.60% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 872,528 | |
Option $3.25 [Member] | ||
Outstanding options exercisable/vested | $ 823,500 | |
Outstanding options price per share | $ 3.25 | |
Option $1.50 (1) [Member] | ||
Stock options issued | 12,667 | |
Stock option price per share | $ 22.50 | |
Shares vested | 6,001 | |
Stock options fair value | $ 270,274 | |
Stock option discount rate | 1.12% | |
Stock option expected term | 10 years | |
Stock option expected volatility | 121.50% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 127,000 | |
Outstanding options weighted average life | 9 years 9 months 16 days | |
Outstanding options weighted average life, Nonvested | 9 years 9 months 16 days | |
Option $1.50 (2) [Member] | ||
Stock options issued | 36,667 | |
Stock option price per share | $ 22.50 | |
Stock options fair value | $ 142,250 | |
Stock option discount rate | 1.12% | |
Stock option expected term | 10 years | |
Stock option expected volatility | 121.50% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 142,250 | |
Outstanding options exercisable/vested | $ 6,667 | |
Outstanding options not yet vested | 30,000 | |
Option $1.50 (Aggregate) [Member] | ||
Outstanding options exercisable/vested | $ 100,000 | |
Outstanding options not yet vested | 640,000 | |
Option $1.10 [Member] | ||
Stock options issued | 40,000 | |
Stock option price per share | $ 16.50 | |
Stock options fair value | $ 368,002 | |
Stock option discount rate | 1.66% | |
Stock option expected term | 5 years 3 months 29 days | |
Stock option expected volatility | 116.00% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 24,131 | |
Option Issuance 2 [Member] | ||
Stock options issued | 8,068 | |
Stock option price per share | $ 22.50 | |
Stock options fair value | $ 59,290 | |
Stock option discount rate | 173.00% | |
Stock option expected term | 10 years | |
Stock option expected volatility | 121.00% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 59,290 | |
Option Issuance 3 [Member] | ||
Stock options issued | 1,602 | |
Stock option price per share | $ 8.10 | |
Stock options fair value | $ 14,480 | |
Stock option discount rate | 1.92% | |
Stock option expected term | 9 years 10 months 24 days | |
Stock option expected volatility | 123.00% | |
Stock option expected dividends | $ 0 | |
Stock option expense | $ 5,243 |
STOCK OPTIONS (Details Narrat48
STOCK OPTIONS (Details Narrative B) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | |||
Stock options fair value | $ 232,000 | |||
Shares vested | 14,667 | |||
Stock based compensation expense | $ 207,112 | $ 33,750 | $ 1,333,871 | $ 1,946,772 |
Exercisable | 116,142 | |||
Stock option expected term | 7 years 7 months 24 days | |||
Scientific Clinic Board [Member] | ||||
Shares cancelled | 534 | |||
Option $0.75 [Member] | ||||
Stock options issued | 6,667 | |||
Stock option price per share | $ 11.25 | |||
Stock option expiration date | Mar. 1, 2025 | |||
Shares vested | 1,667 | |||
Stock based compensation expense | $ 8,000 | |||
Unvested options | 30,000 | |||
Option $0.55 [Member] | ||||
Stock options issued | 80,000 | |||
Stock option price per share | $ 8.25 | |||
Stock option expiration date | May 18, 2025 | |||
Stock options fair value | $ 388,000 | |||
Stock based compensation expense | $ 9,016 | |||
Unvested options | 80,000 | |||
Option $0.54 [Member] | ||||
Exercisable | 534 | |||
Option exercise price | $ 8.10 | |||
Stock option expected term | 9 years 8 months 1 day | |||
Unvested options | 534 | |||
Option $0.68 [Member] | ||||
Exercisable | 56,101 | |||
Option exercise price | $ 10.20 | |||
Stock option expected term | 6 years 7 months 10 days | |||
Option $1.50 [Member] | ||||
Exercisable | 1,667 | |||
Option exercise price | $ 11.25 | |||
Stock option expected term | 8 years 9 months | |||
Option $3.25 [Member] | ||||
Exercisable | 44,904 | |||
Option exercise price | $ 48.75 | |||
Stock option expected term | 7 years 10 months 6 days |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Warrants Outstanding | ||
Outstanding at Beginning of Period | 580,604 | 580,604 |
Issued | 370,786 | |
Outstanding at End of Period | 789,562 | 580,604 |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 17.85 | $ 17.85 |
Issued | 10.50 | 17.40 |
Outstanding at End of Period | $ 15.75 | $ 17.85 |
Average Intrensic Value | ||
Outstanding at Beginning of Period | $ 72,250 | $ 72,250 |
Issued | ||
Outstanding at End of Period | $ 72,250 | |
Weighted Average Remaining Contractual Term | ||
Outstanding at End of Period | 3 years 6 months 21 days | 3 years 3 months 29 days |
WARRANTS (Details B)
WARRANTS (Details B) - Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
May. 31, 2015 | Feb. 28, 2015 | |
Warrants Outstanding | ||
Outstanding at Beginning of Period | 580,604 | 580,604 |
Granted | 215,627 | |
Exercised | ||
Cancelled | 6,669 | |
Expired | ||
Outstanding at End of Period | 789,562 | 580,604 |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 17.85 | $ 17.85 |
Granted | $ 10.50 | 17.40 |
Exercised | ||
Cancelled | $ 24.75 | |
Expired | ||
Outstanding at End of Period | $ 15.75 | $ 17.85 |
Average Intrensic Value | ||
Outstanding at Beginning of Period | $ 72,250 | $ 72,250 |
Issued | ||
Outstanding at End of Period | $ 72,250 | |
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 | 3 years 3 months 29 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Exercise prices | $ 23.70 | $ 25.50 |
Number of shares | 187,342 | 178,675 |
WarrantExercisableOneMember | ||
Exercise prices | $ 8.25 | |
Number of shares | 30,334 | |
Weighted average remaining life (years) | 5 years 1 month 2 days | |
Exercisable number of shares | 30,334 | |
WarrantExercisableTwoMember | ||
Exercise prices | $ 10.20 | |
Number of shares | 14,668 | |
Weighted average remaining life (years) | 1 year 8 months 16 days | |
Exercisable number of shares | 14,668 | |
WarrantExercisableThreeMember | ||
Exercise prices | $ 10.50 | |
Number of shares | 124,029 | |
Weighted average remaining life (years) | 5 years 1 month 2 days | |
Exercisable number of shares | 124,029 | |
WarrantExercisableFourMember | ||
Exercise prices | $ 13.65 | |
Number of shares | 99,826 | |
Weighted average remaining life (years) | 1 year 11 months 5 days | |
Exercisable number of shares | 99,826 | |
WarrantExercisableFiveMember | ||
Exercise prices | $ 21 | |
Number of shares | 52,427 | |
Weighted average remaining life (years) | 1 year 5 months 27 days | |
Exercisable number of shares | 52,427 | |
WarrantExercisableSixMember | ||
Exercise prices | $ 22.50 | |
Number of shares | 224,755 | |
Weighted average remaining life (years) | 3 years 3 months 7 days | |
Exercisable number of shares | 224,755 | |
WarrantExercisableSeven [Member] | ||
Exercise prices | $ 31.50 | |
Number of shares | 31,498 | |
Weighted average remaining life (years) | 2 years 11 months 16 days | |
Exercisable number of shares | 31,498 | |
WarrantExercisableEight [Member] | ||
Exercise prices | $ 37.50 | |
Number of shares | 1,733 | |
Weighted average remaining life (years) | 2 years 10 months 13 days | |
Exercisable number of shares | 1,733 | |
WarrantExercisableNine [Member] | ||
Exercise prices | $ 45 | |
Number of shares | 1,334 | |
Weighted average remaining life (years) | 1 year 11 months 1 day | |
Exercisable number of shares | 1,334 |
WARRANTS (Details 1B)
WARRANTS (Details 1B) - $ / shares | 3 Months Ended | ||
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Exercise prices | $ 23.70 | $ 25.50 | |
Number of shares | 187,342 | 178,675 | |
Warrants [Member] | $0.55 [Member] | |||
Exercise prices | $ 8.25 | ||
Number of shares | 30,334 | ||
Weighted average remaining life (years) | 4 years 10 months 2 days | ||
Exercisable number of shares | 30,334 | ||
Warrants [Member] | $0.68 [Member] | |||
Exercise prices | $ 10.20 | ||
Number of shares | 14,668 | ||
Weighted average remaining life (years) | 1 year 5 months 16 days | ||
Exercisable number of shares | 14,668 | ||
Warrants [Member] | $0.70 [Member] | |||
Exercise prices | $ 10.50 | ||
Number of shares | 338,405 | ||
Weighted average remaining life (years) | 4 years 10 months 2 days | ||
Exercisable number of shares | 338,405 | ||
Warrants [Member] | $0.91 [Member] | |||
Exercise prices | $ 13.65 | ||
Number of shares | 99,826 | ||
Weighted average remaining life (years) | 1 year 8 months 1 day | ||
Exercisable number of shares | 99,826 | ||
Warrants [Member] | $1.00 [Member] | |||
Exercise prices | $ 15 | ||
Number of shares | 556 | ||
Weighted average remaining life (years) | 5 years | ||
Exercisable number of shares | 556 | ||
Warrants [Member] | $1.25 [Member] | |||
Exercise prices | $ 18.75 | ||
Number of shares | 695 | ||
Weighted average remaining life (years) | 5 years | ||
Exercisable number of shares | 695 | ||
Warrants [Member] | $1.40 [Member] | |||
Exercise prices | $ 21 | ||
Number of shares | 52,427 | ||
Weighted average remaining life (years) | 1 year 2 months 27 days | ||
Exercisable number of shares | 52,427 | ||
Warrants [Member] | $1.50 [Member] | |||
Exercise prices | $ 22.50 | ||
Number of shares | 219,754 | ||
Weighted average remaining life (years) | 3 years 7 days | ||
Exercisable number of shares | 219,754 | ||
Warrants [Member] | $2.10 [Member] | |||
Exercise prices | $ 31.50 | ||
Number of shares | 29,830 | ||
Weighted average remaining life (years) | 2 years 10 months 13 days | ||
Exercisable number of shares | 29,830 | ||
Warrants [Member] | $2.50 [Member] | |||
Exercise prices | $ 37.50 | ||
Number of shares | 1,733 | ||
Weighted average remaining life (years) | 2 years 7 months 13 days | ||
Exercisable number of shares | 1,733 | ||
Warrants [Member] | $3.00 [Member] | |||
Exercise prices | $ 45 | ||
Number of shares | 1,334 | ||
Weighted average remaining life (years) | 1 year 8 months 1 day | ||
Exercisable number of shares | 1,334 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 27, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Fair value of warrants issued | $ 133,406 | $ 67,500 | |||
Warrants issued to consultant for services | 21,334 | 3,334 | |||
Stock based compensation expense | $ 207,112 | $ 33,750 | $ 1,333,871 | $ 1,946,772 | |
$2.10 [Member] | Warrants [Member] | |||||
Warrant exercise price | $ 31.50 | ||||
Warrants repurchased and cancelled | 1,668 | ||||
$1.50 [Member] | Warrants [Member] | |||||
Warrant exercise price | $ 22.50 | ||||
Warrants repurchased and cancelled | 5,001 | ||||
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 | 1,251 | ||||
Stock based compensation expense | $ 4,771 | ||||
Warrants [Member] | Goods and Services Exchanged for Equity Instrument [Member] | $1.00 [Member] | |||||
Warrant exercise price | $ 15 | ||||
Warrants issued to consultant for services | 556 | ||||
Warrants [Member] | Goods and Services Exchanged for Equity Instrument [Member] | $1.25 [Member] | |||||
Warrant exercise price | $ 18.75 | ||||
Warrants issued to consultant for services | 695 | ||||
Warrants [Member] | Series A Preferred Stock [Member] | |||||
Warrants issued | 193,708 | ||||
Warrant exercise price | $ 10.50 | ||||
Warrants [Member] | Placement Agent [Member] | Series A Preferred Stock [Member] | |||||
Warrants issued | 20,668 | ||||
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 | 3,336 | ||||
Warrant exercise price | $ 22.50 | ||||
Convertible Notes Payable [Member] | Warrants [Member] | Placement Agent [Member] | |||||
Warrants issued | 566 | ||||
Warrant exercise price | $ 37.50 | ||||
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 | 12 Months Ended | |||
May. 31, 2015 | May. 25, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Warrants issued | 193,705 | ||||
Beneficial conversion feature | $ 31,221 | $ 2,324,759 | |||
2013 Notes (1) [Member] | |||||
Convertible promissory notes issued | $ 1,487,000 | ||||
Convertible note interest rate | 8.00% | ||||
Warrants issued | 9,923 | ||||
Warrant exercise price | $ 45 | ||||
Amended exercise price | $ 31.50 | ||||
Amended note principal balance | $ 1,387,000 | ||||
Shares issued pursuant to amendment | 6,180 | ||||
Loss on extinguishment of debt | $ 32,853 | ||||
Weighted average fair value | $ 1 | ||||
Discount rate | 1.27% | ||||
Expected term | 4 years | ||||
Volatility rate | 121.00% | ||||
Warrants valued at a discount to convertible debt | $ 71,543 | ||||
Accretion - discount | 159,647 | $ 77,207 | |||
Principal repaid | $ 100,000 | ||||
Convertible note maturity date | Dec. 31, 2013 | ||||
Gross proceeds minimum aggregate | $ 3,500,000 | ||||
Per security price of securities sold in Qualified Financing | $ 1.15 | ||||
Conversion price right | 37.50 | ||||
Amended conversion price | $ 2.50 | ||||
Conversion notes | $ 100,000 | ||||
2014 Notes (1) [Member] | |||||
Convertible promissory notes issued | $ 500,000 | ||||
Convertible note interest rate | 8.00% | ||||
Warrants issued | 5,557 | ||||
Warrant exercise price | $ 31.50 | ||||
Weighted average fair value | $ 22.20 | ||||
Discount rate | 0.88% | ||||
Expected term | 4 years | ||||
Volatility rate | 129.00% | ||||
Accretion - discount | $ 379,672 | $ 752,762 | |||
Principal repaid | $ 3,357,000 | ||||
Convertible note maturity date | May 31, 2014 | ||||
Gross proceeds minimum aggregate | $ 3,500,000 | ||||
Per security price of securities sold in Qualified Financing | $ 1.15 | ||||
Conversion price right | $ 22.50 | ||||
Conversion notes | $ 3,357,000 | ||||
Conversion note interest | 201,413 | ||||
Expense on exchange of debt | 2,324,759 | ||||
The 2014 Notes (2) [Member] | |||||
Convertible promissory notes issued | $ 855,000 | ||||
Convertible note interest rate | 8.00% | ||||
Warrants issued | 9,506 | ||||
Warrant exercise price | $ 31.50 | ||||
Gross proceeds minimum aggregate | $ 5,000,000 | ||||
Per security price of securities sold in Qualified Financing | $ 1.15 | ||||
Conversion price right | $ 22.50 | ||||
2014 Notes (3) [Member] | |||||
Convertible promissory notes issued | $ 465,000 | ||||
Convertible note interest rate | 8.00% | ||||
Warrants issued | 10,339 | ||||
Warrant exercise price | $ 22.50 | ||||
Conversion price right | $ 22.50 |
CONVERTIBLE NOTES (Details Na55
CONVERTIBLE NOTES (Details Narrative 2) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | 13 Months Ended | ||||
May. 31, 2015 | May. 25, 2015 | May. 31, 2014 | May. 31, 2014 | May. 31, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Dec. 31, 2014 | |
Warrants issued | 193,705 | |||||||
Beneficial conversion feature | $ 31,221 | $ 2,324,759 | ||||||
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 | 1,668 | |||||||
Warrant exercise price | $ 31.50 | $ 31.50 | ||||||
Gross proceeds minimum aggregate | $ 5,000,000 | |||||||
Per security price of securities sold in Qualified Financing | $ 1.15 | |||||||
Conversion price right | $ 22.50 | $ 22.50 | ||||||
Beneficial conversion feature | $ 66,510 | |||||||
Convertible Notes 2014 (2) [Member] | ||||||||
Convertible note maturity date | Aug. 15, 2014 |
SHORT-TERM NOTES (Details Narra
SHORT-TERM NOTES (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Debt Disclosure [Abstract] | ||
Short term debt | $ 65,000 | $ (74,682) |
MARKETABLE SECURITIES HELD FOR
MARKETABLE SECURITIES HELD FOR SALE (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Sep. 28, 2014 | Feb. 28, 2015 | |
Notes to Financial Statements | ||
Shares received from Quantum | 4,800,000 | |
Proceed minimum | $ 1,000,000 | |
Receivable from investor | 1,000,000 | |
Proceeds from sale of consideration shares | $ 1,000,000 | $ 214,000 |
Shares sold | 3,730,695 | |
Exchange shares | 1,069,305 | |
Loss on sale of securities | $ 42,421 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Fair Value Disclosures [Abstract] | |||
Fair value of Level 3 derivative warrant liability, beginning of year | $ 273,000 | ||
Issuance of derivative warrant liability | $ 154,700 | ||
Change in fair value: | (136,500) | 118,300 | |
Fair value at end of year | $ 136,500 | $ 273,000 |
FAIR VALUE MEASUREMENTS (Deta59
FAIR VALUE MEASUREMENTS (Details B) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Fair Value Disclosures [Abstract] | |||
Fair value of Level 3 derivative warrant liability, beginning of year | $ 273,000 | ||
Change in fair value: | (136,500) | $ 118,300 | |
Fair value at end of year | $ 136,500 | $ 273,000 |
FAIR VALUE MEASUREMENTS (Deta60
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
May. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | |
Fair value Level 2 Notes | $ 1,320,689 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Stock price | $ 5.25 | $ 6 | $ 10.50 |
Risk free rate | 1.50% | 1.65% | 1.49% |
Volatility | 125.00% | 123.00% | 125.00% |
FAIR VALUE MEASUREMENTS (Deta61
FAIR VALUE MEASUREMENTS (Details Narrative B) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | 10 Months Ended | 12 Months Ended |
May. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | |
Stock price | $ 5.25 | $ 6 | $ 10.50 |
Risk free rate | 1.50% | 1.65% | 1.49% |
Volatility | 125.00% | 123.00% | 125.00% |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Equipment, gross | $ 612,540 | $ 622,695 | $ 238,446 |
Accumulated depreciation and amortization | (98,053) | (96,089) | (34,192) |
Equipment, net | $ 514,487 | $ 526,606 | 204,254 |
Research Equipment [Member] | |||
Estimated useful life | P7Y | P7Y | |
Equipment, gross | $ 538,836 | $ 548,991 | 165,537 |
Computer Equipment [Member] | |||
Estimated useful life | P5Y | P5Y | |
Equipment, gross | $ 73,704 | $ 73,704 | $ 72,909 |
EQUIPMENT (Details B)
EQUIPMENT (Details B) - USD ($) | 3 Months Ended | 12 Months Ended | |
May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | |
Equipment, gross | $ 612,540 | $ 622,695 | $ 238,446 |
Accumulated depreciation and amortization | (98,053) | (96,089) | (34,192) |
Equipment, net | $ 514,487 | $ 526,606 | 204,254 |
Research Equipment [Member] | |||
Estimated useful life | P7Y | P7Y | |
Equipment, gross | $ 538,836 | $ 548,991 | 165,537 |
Computer Equipment [Member] | |||
Estimated useful life | P5Y | P5Y | |
Equipment, gross | $ 73,704 | $ 73,704 | $ 72,909 |
EQUIPMENT (Details 1)
EQUIPMENT (Details 1) - USD ($) | May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Capital lease obligation | |||
2,016 | $ 92,340 | $ 123,120 | |
2,017 | 123,120 | 123,120 | |
2,018 | 61,560 | 61,560 | |
Total future payments due | 277,020 | 307,800 | |
Less: amount representing interest | 31,377 | 38,159 | |
Capital lease obligations | 245,643 | 269,641 | |
Less: current portion | 102,773 | 99,965 | |
Noncurrent | $ 142,870 | $ 169,676 |
EQUIPMENT (Details 1B)
EQUIPMENT (Details 1B) - USD ($) | May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Capital lease obligation | |||
2,016 | $ 92,340 | $ 123,120 | |
2,017 | 123,120 | 123,120 | |
2,018 | 61,560 | 61,560 | |
Total future payments due | 277,020 | 307,800 | |
Less: amount representing interest | 31,377 | 38,159 | |
Capital lease obligations | 245,643 | 269,641 | |
Less: current portion | 102,773 | 99,965 | |
Noncurrent | $ 142,870 | $ 169,676 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Depreciation | $ 24,845 | $ 9,222 | $ 61,897 | $ 21,796 |
Research equipment agreement | 318,603 | |||
Equipment payment | 21,115 | |||
Security deposit | 238,952 | |||
Minimum [Member] | ||||
Equipment payment | $ 10,260 |
EQUIPMENT (Details Narrative B)
EQUIPMENT (Details Narrative B) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 26, 2014 | May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Depreciation | $ 24,845 | $ 9,222 | $ 61,897 | $ 21,796 | |
Research equipment agreement | 318,603 | ||||
Equipment payment | 21,115 | ||||
Security deposit | 238,952 | ||||
Minimum [Member] | |||||
Equipment payment | $ 10,260 | ||||
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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Consulting [Member] - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Consulting fees | $ 40,000 | $ 110,000 |
Stock options issued | 6,667 | |
Stock option price per share | $ 48.75 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Anti-dilutive securities | 1,535,240 | 509,820 | 978,557 | 520,856 |
Stock Options [Member] | ||||
Anti-dilutive securities | 273,475 | 178,675 | 187,334 | 178,667 |
Warrants [Member] | ||||
Anti-dilutive securities | 789,562 | 213,154 | 580,515 | 209,757 |
Convertible notes [Member] | ||||
Anti-dilutive securities | 117,991 | 132,432 | ||
Preferred Stock [Member] | ||||
Anti-dilutive securities | 472,203 | 210,708 |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Anti-dilutive securities | 1,535,240 | 509,820 | 978,557 | 520,856 |
Restricted Stock [Member] | ||||
Anti-dilutive securities | 29,188 | 20,211 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at the federal statutory rate | 34.00% | 34.00% |
Permanent differences | (13.00%) | (4.00%) |
Increase in valuation allowance | (21.00%) | (30.00%) |
Provision for income tax | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Feb. 28, 2015 | Feb. 28, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,058,611 | $ 2,830,058 |
Stock-based compensation | 1,183,918 | 904,278 |
Deferred tax asset before depreciation | 5,242,529 | 3,734,336 |
Depreciation | (10,273) | (10,273) |
Deferred tax asset | 5,232,256 | 3,724,063 |
Less: Valuation allowance | $ (5,232,256) | $ (3,724,063) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance increase | $ 2,436,702 | $ 1,914,808 |
Cumulative net operating loss carry-forward, federal | 12,783,603 | |
Cumulative net operating loss carry-forward, state | $ 10,786,111 |