MetaStat (MTST) 10-Q 17 Jul 17 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	May 31, 2017	Jul. 14, 2017
Document And Entity Information
Entity Registrant Name	MetaStat, Inc.
Entity Central Index Key	1,404,943
Document Type	10-Q
Document Period End Date	May 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,225,573
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Trading symbol	MTST

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May 31, 2017	Feb. 28, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 152,211	$ 782,707
Account receivable	23,300	0
Prepaid expenses	40,535	20,856
Total Current Assets	216,046	803,563
Equipment (net of accumulated depreciation of $287,900 and $265,234, respectively)	391,969	414,635
Refundable deposits	43,600	43,600
TOTAL ASSETS	651,615	1,261,798
Current liabilities
Accounts payable	668,866	572,195
Accrued expense	251,567	179,680
Deferred research and development reimbursement	64,989	177,517
Convertible note payable (net of debt discount of $6,315 and $10,914, respectively)	993,685	989,086
Accrued interest payable	41,095	15,890
Accrued dividends on Series B Preferred Stock	15,638	15,638
Total Current Liabilities	2,035,840	1,950,006
Warrant liability	145,330	2,106,972
TOTAL LIABILITIES	2,181,170	4,056,978
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock ($0.0001 par value; 150,000,000 shares authorized; 4,807,942 and 4,707,942 shares issued and outstanding as of May 31, 2017 and February 28, 2017, respectively)	481	471
Additional Paid-in-capital	25,064,862	23,523,140
Accumulated deficit	(26,594,992)	(26,318,885)
Total stockholders' deficit	(1,529,555)	(2,795,180)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	651,615	1,261,798
Series A Preferred Stock [Member]
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock	87	87
Series A-2 Preferred Stock [Member]
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock	7	7
Series B Preferred Stock [Member]
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock	$ 0	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	May 31, 2017	Feb. 28, 2017
Accumulated depreciation	$ 287,900	$ 265,234
Convertible debentures, discount	$ 6,315	$ 10,914
STOCKHOLDERS' EQUITY
Common stock, par value	$ .0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	4,807,942	4,707,942
Common stock, shares outstanding	4,807,942	4,707,942
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ .0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	874,257	874,257
Preferred stock, shares outstanding	874,257	874,257
Series A-2 Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	70,541	70,541
Preferred stock, shares outstanding	70,541	70,541
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	217	213
Preferred stock, shares outstanding	217	213

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Income Statement [Abstract]
Research collaboration revenue	$ 23,300	$ 0
Total revenue	23,300	0
OPERATING EXPENSES
General & administrative	570,605	555,681
Research & development	189,444	271,123
Total Operating Expenses	760,049	826,804
OTHER EXPENSES (INCOME)
Interest expense	29,804	304,646
Other income, net	(66)	(267)
Change in fair value of warrant liability	(490,380)	34,492
Change in fair value of put option embedded in notes payable	0	53,999
Settlement expense	0	115
Total Other Expenses (Income)	(460,642)	392,985
NET LOSS	(276,107)	(1,219,789)
Net loss	(276,107)	(1,219,789)
Deemed dividend on Series B Preferred Stock issuance	0	(708,303)
Accrued dividends on Series B Preferred Stock	(23,457)	(73,442)
Loss attributable to common shareholders	$ (299,564)	$ (2,001,534)
Net loss per share, basic and diluted	$ (0.06)	$ (1.08)
Weighted average of shares outstanding	4,774,669	1,847,140

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Cash Flows from Operating Activities
Net loss	$ (276,107)	$ (1,219,789)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	22,666	23,766
Share-based compensation	70,470	119,086
Accretion of debt discount included in interest expense	4,599	279,593
Change in fair value of warrant liability	(490,380)	34,492
Change in fair value of put embedded in note payable	0	53,999
Net changes in assets and liabilities
Prepaid expenses	(19,679)	(971)
Accounts receivable	(23,300)	0
Accounts payable and accrued expenses	168,558	266,299
Deferred research and development reimbursement	(112,528)	0
Interest payable	25,205	24,000
Net Cash used in Operating Activities	(630,496)	(419,525)
Cash Flows from Financing Activities
Proceeds from issuance of notes, net	0	122,790
Proceeds from issuance of common stock and warrants, net	0	126,487
Payment of short-term debt	0	(39,241)
Net Cash provided by Financing Activities	0	210,036
Net decrease in cash and cash equivalents	(630,496)	(209,489)
Cash at the beginning of the period	782,707	363,783
Cash at the end of the period	152,211	154,294
Supplemental Disclosure of Non-Cash Financing Activities
Warrant liability associated with note payable	0	15,225
Deemed dividend related to Series B Preferred Stock BCF adjustment for conversion price adjustment	0	708,303
Series B Preferred PIK dividend	23,457	72,476
Series B Preferred Stock accrued dividends	23,457	73,442
Issuance of common stock as payment of accounts payable	0	32,000
Financing of insurance premium through notes payable	0	158,400
Reclassification of equipment to assets held for sale	1,471,262	0
Warrants issued to placement agents	0	15,400
Deemed dividend related to Series B Preferred Stock BCF adjustment for conversion price adjustment	$ 0	$ 708,303

DESCRIPTION OF BUSINESS AND GOI

DESCRIPTION OF BUSINESS AND GOING CONCERN	3 Months Ended
	May 31, 2017
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 biotechnology company focused on discovering and developing personalized therapeutic (Rx) and diagnostic (Dx) treatment solutions for cancer patients. Our Mena isoform “driver-based” diagnostic biomarkers also serve as novel therapeutic targets for anti-metastatic drugs. MetaStat is developing therapeutic product candidates and paired companion diagnostics based on a novel approach that makes the Mena isoform protein a drugable target. Our core expertise includes an understanding of the mechanisms and pathways that drive tumor cell invasion and metastasis, as well as drug resistance to certain targeted therapies and cytotoxic chemotherapies. MetaStat’s head office, research laboratories, and state-of-the-art CLIA-certified diagnostic laboratory are located in Boston, MA. The Company was incorporated on March 28, 2007 under the laws of the State of Nevada. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetaStat Biomedical, Inc., a Delaware corporation and all significant intercompany balances have been eliminated by consolidation. These interim unaudited financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States and should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes for the year ended February 28, 2017, included in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on May 30, 2017. These unaudited 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, 2017 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. 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 approximately $26.6 million as of May 31, 2017, has negative working capital and has not generated 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 May 31, 2017, the Company completed a private placement for gross proceeds of approximately $2.14 million (See Note 12).

CAPITAL STOCK

CAPITAL STOCK	3 Months Ended
	May 31, 2017
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 (the “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 the Company. 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 Preferred Stock” or “Series A Preferred”), the terms of the Series A Preferred Stock are as follows: Ranking The Series A Preferred Stock will rank (i) senior to our common stock, (ii) pari passu 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 A-2 Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Stock” or “Series A-2 Preferred”), the terms of the Series A-2 Preferred Stock are as follows: Ranking The Series A-2 Preferred will rank (i) senior to our common stock, (ii) pari passu Dividends The Series A-2 Preferred 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-2 Preferred 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-2 Preferred an amount of cash, securities or other property to which such holder would be entitled to receive with respect to each such share of Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation, dissolution or winding-up of the Company. Voluntary Conversion; Anti-Dilution Adjustments Each share of Series A-2 Preferred shall, at any time, and from time to time, at the option of the holder, be convertible into ten (10) shares of common stock (the “Series A-2 Conversion Ratio”). The Series A-2 Conversion Ratio 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. Conversion Restrictions The holders of the Series A-2 Preferred may not convert their shares of Series A-2 Preferred into shares of common stock if the resulting conversion would cause such holder and its affiliates to beneficially own (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% or 9.99% of the common stock outstanding, when aggregated with all other shares of common stock owned by such holder and its affiliates at such time; provided, however, that such holder may elect to waive these conversion restrictions. Voting Rights The Series A-2 Preferred has no voting rights. The common stock into which the Series A-2 Preferred 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-2 Preferred. Series B Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock (the “Series B Preferred Stock” or “Series B Preferred”), the terms of the Series B Preferred Stock are as follows: Ranking The Series B Preferred Stock will rank senior to our Series A Preferred Stock, Series A-2 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, 2017 and February 28, 2017, the dividends payable to the holders of the Series B Preferred Stock amounted to approximately $16,000 and $16,000, respectively. During the three months ended May 31, 2017 and May 31, 2016, the Company issued 4.2648 and 13.1771 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $23,000 and $72,000, 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 of the Stated Value of all such holder’s Series B Preferred Stock plus all accrued and unpaid dividends thereon. At May 31, 2017 and February 28, 2017, the value of the liquidation preference of the Series B Preferred Stock aggregated to approximately $1.2 million and $1.19 million, 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 was $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 issuance of shares of common stock pursuant to the 2016 Unit Private Placement (as defined in Note 3) triggered the full ratchet anti-dilution price protection provision of the Series B Preferred Stock. Accordingly, the Series B Conversion Price was adjusted from $8.25 to $2.00 per share. 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 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 holders 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.

EQUITY ISSUANCES

EQUITY ISSUANCES	3 Months Ended
	May 31, 2017
Equity [Abstract]
EQUITY ISSUANCES	Common stock financing – the 2016 Unit Private Placement During the three months ended May 31, 2016, the Company entered into a subscription agreement pursuant to a private placement (the “2016 Unit Private Placement”) with a number of accredited investors pursuant to which the Company issued an aggregate of 20 units consisting of an aggregate of 100,000 shares of common stock and five-year warrants to purchase 50,000 shares of common stock at a purchase price of $3.00 per share (the “Warrants”) for an aggregate purchase price of $200,000. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $126,000. Additionally, the Company issued an aggregate of 10,000 placement agent warrants in substantially the same form as the Warrants. Registration Rights Agreement Pursuant to a registration rights agreement entered into by the parties, the Company agreed to file a registration statement with the SEC providing for the resale of the shares of common stock and the shares of common stock underlying the Warrants issued pursuant to the 2016 Unit Private Placement on or before the date which is forty-five (45) days after the date of the final closing of the 2016 Unit Private Placement. The Company will use its commercially reasonable efforts to cause the registration statement to become effective within one hundred fifty (150) days from the filing date. The Company has received a waiver from a majority of the 2016 Unit Private Placement investors extending the filing date of the registration statement to no later than December 15, 2016. The Company filed the Registration Statement on Form S-1 with the SEC on December 14, 2016, which was declared effective by the SEC on January 5, 2017. Deemed Dividend due to Conversion Price Adjustment During the three months ended May 31, 2016, as a result of the adjustment of the Series B Conversion Price from $8.25 to $2.00 per share due to the 2016 Unit Private Placement, the Company recorded a non-cash deemed dividend, amounting to approximately $708,000. The expense was measured at the intrinsic value of the beneficial conversion feature for each issuance of Series B Preferred Stock in the Series B Preferred private placement and was limited to the amount of Series B Preferred Stock allocated proceeds less previously recognized beneficial conversion features. Issuances of common stock for services During the three months ended May 31, 2016, the Company issued an aggregate of 25,000 shares of common stock to a consultant for services that vested over a two-month term and to settle $32,000 of accounts payable. The fair value of the shares amounted to approximately $46,000 on the grant date, of which approximately $14,000 was recognized into general and administrative expense during the three months ended May 31, 2016. During the three months ended May 31, 2017, the Company issued an aggregate of 100,000 shares of common stock to members of its Board that vested immediately. The fair value of the shares amounted to approximately $130,000 on the grant date, which was recognized into general and administrative expense during the three months ended May 31, 2017.

STOCK OPTIONS

STOCK OPTIONS	3 Months Ended
	May 31, 2017
Stock Options
STOCK OPTIONS	During the three months ended May 31, 2016, the Company issued options to purchase 50,000 shares of common stock at $2.19 per share to a non-executive member of its Board. These 50,000 options vest in three equal installments on each of May 26, 2017, May 26, 2018, and May 26, 2019 and expire on May 26, 2026. These options had a total fair value of approximately $87,000 as calculated using the Black-Scholes model. During the three months ended May 31, 2016, the Company issued options to purchase 50,000 shares of common stock at $2.19 per share to a non-executive member of its Board for performing other services. These 50,000 options vest upon achieving a certain milestone and expire on May 26, 2026. These options will be measured and recognized when vesting becomes probable. During the three months ended May 31, 2017, the Company issued options to purchase an aggregate 55,000 shares of common stock at 3.00 per share to its President and Chief Executive Officer and a member of its management team. These options expire on April 4, 2027. 18,334 of these options vest on the first anniversary date of April 4, 2018, and then 36,666 of these options vest in equal monthly installments over a twenty-four-month period. These options had a total fair value of approximately $60,000 as calculated using the Black-Scholes model. During the three months ended May 31, 2017, an aggregate of 39,999 unvested options to purchase shares of common stock at 8.25 per share to certain members of the Company’s Board were terminated upon resignation from the board. The Company recognized a credit of approximately $146,000 for the true-up of forfeitures related to these unvested options during the three months ended May 31, 2017. The weighted average inputs to the Black-Scholes model used to value the stock options granted during the three months ended May 31, 2017 and 2016 are as follows: May 31, 2017 May 31, 2016 Expected volatility 129.0 % 100.0 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.95 % 1.65 % Expected term 6.01 years 6.00 years For the three months ended May 31, 2016, the Company recognized approximately $105,000 of compensation expense related to stock options, of which approximately $88,000 was recognized in general and administrative expenses and approximately $17,000 in research and development expenses. For the three months ended May 31, 2017, the Company recognized a credit of approximately $96,000 of compensation expense related to stock options, of which a credit of approximately $113,000 was recognized in general and administrative expenses and expense of approximately $16,000 in research and development expenses. The following table summarizes common stock options issued and outstanding as of May 31, 2017: Options Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2017 966,474 $ 5.71 $ — 8.87 Granted: 55,000 $ 3.00 — — Expired and forfeited: (39,999 ) $ 8.25 — — Outstanding and expected to vest at May 31, 2017 981,475 $ 5.46 $ — 8.72 Exercisable at May 31, 2017 350,477 $ 9.96 $ — 7.95 The following table breaks down exercisable and unexercisable common stock options by exercise price as of May 31, 2017: Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 160,555 $ 2.00 9.11 319,445 $ 2.00 9.11 16,668 $ 2.19 8.99 83,332 $ 2.19 8.99 — $ 3.00 — 176,000 $ 3.00 9.68 30,000 $ 3.55 8.68 — $ 8.10 — 1,068 $ 8.10 7.67 — $ 8.25 — 40,001 $ 8.25 8.01 40,000 $ 10.20 8.05 41,434 $ 10.20 4.61 — $ 10.50 — 3,334 $ 11.25 7.97 3,333 $ 11.25 7.97 11,112 $ 16.50 7.38 8,888 $ 16.50 7.38 8,068 $ 22.50 7.67 — $ 22.50 — 38,237 $ 48.75 5.85 — $ 48.75 — 350,477 $ 9.96 7.95 630,998 $ 2.95 9.15 As of May 31, 2017, we had approximately $172,000 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 1.15 years and, approximately $500,000 of unrecognized compensation related to employee stock options whose recognition is dependent on certain milestones to be achieved. Additionally, there were 173,333 stock options with a performance vesting condition that were granted to consultants which will be measured and recognized when vesting becomes probable.

WARRANTS

WARRANTS	3 Months Ended
	May 31, 2017
Warrants
WARRANTS	For the three months ended May 31, 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock in connection with the issuance of the OID Notes pursuant to the March 2016 OID Note Purchase Agreements dated between March 3 and 15, 2016, referenced in Note 6. These warrants were initially exercisable at $8.25 per share and expire between March 3 and 15, 2021. These warrants vested immediately. These warrants contained an anti-dilution price protection provision, which required the warrants to be recorded as derivative warrant liability. Such clause will lapse upon completion of a Qualified Offering, as defined in the warrant agreement. These warrants were recorded as a debt discount based on their fair value. For the three months ended May 31, 2016, the Company issued warrants to purchase an aggregate of 50,000 shares of common stock in connection with the issuance of common stock pursuant to the 2016 Unit Private Placement referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on May 26, 2021. These warrants vested immediately. These warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. For the three months ended May 31, 2017, the Company issued warrants to purchase an aggregate of 37,500 shares of common stock to a consultant for advisory services. These warrants are exercisable at $3.00 per share and expire between March 31, 2021 and May 31, 2021. These warrants vested immediately. The fair value of these warrants was determined to be approximately $37,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.83%; (2) an expected term of 5.0 years; (3) an expected volatility of 131%; and (4) zero expected dividends. For the three months ended May 31, 2017, the Company recognized approximately $37,000 of stock-based compensation for these warrants. For the three months ended May 31, 2017, the Company reclassified approximately $1.5 million of derivative warrant liability to equity in connection with the lapse of a price protection provision, that had resulted in these instruments being classified as a derivative warrant liability at issuance. The fair value of these warrants was determined to be approximately $1.5 million, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.81%; (2) an expected term of 4.46 years; (3) an expected volatility of 124%; and (4) zero expected dividends 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, 2017 2,698,694 $ 5.11 $ — 4.21 Granted: 37,500 3.00 — Cancelled/Expired/Exercised (4,671 ) 31.50 — Outstanding at May 31, 2017 2,731,523 $ 5.04 $ — 3.98 Warrants exercisable at May 31, 2017 are: Exercise Prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 2.00 164,888 2.39 164,888 $ 2.20 43,636 3.70 43,636 $ 3.00 2,152,908 0.11 2,152,908 $ 8.25 9,134 3.24 9,134 $ 10.50 126,978 2.85 126,978 $ 15.00 556 3.00 556 $ 18.75 695 3.00 695 $ 22.50 209,754 1.13 209,754 $ 31.50 21,241 1.32 21,241 $ 37.50 1,733 0.62 1,733 2,731,523 3.98 2,731,523

NOTE PAYABLE

NOTE PAYABLE	3 Months Ended
	May 31, 2017
Note Payable
NOTE PAYABLE	Promissory Note On July 31, 2015, the Company entered into a note purchase agreement, which was subsequently amended, whereby it issued and sold a non-convertible promissory note in the principal amount of $1.2 million (the “Promissory Note”) and a warrant to purchase 43,636 shares of the Company’s common stock. Effective October 21, 2016, $600,000 principal amount of the Promissory Note plus $48,000 of accrued and unpaid interest was exchanged into the securities issued in a private placement. In January 2017, the remaining unpaid principal balance and accrued interest were exchanged into a convertible note (see Convertible Note below). During the three months ended May 31, 2016, the Company recognized approximately $138,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $114,000 and accrued interest expense of $24,000. Additionally, the Company recognized a loss of approximately $29,000 in the three months ended May 31, 2016 due to the change in estimated fair value of a bifurcated derivative liability related to an exchange provision in the Promissory Note. OID Notes In February 2016, the Company entered into an OID note purchase agreement dated February 12, 2016 (the “February 2016 OID Note Purchase Agreement”). Pursuant to the February 2016 OID Note Purchase Agreement, the Company received an aggregate purchase price of $500,000 and issued OID promissory Notes (the “OID Notes”) in the aggregate principal amount of $600,000 and warrants (the “OID Warrants”) to purchase an aggregate of 36,367 shares of the Company’s common stock. The Company entered into OID note purchase agreements between March 4 and 15, 2016 (the “March 2016 OID Note Purchase Agreements”) with various accredited investors. Pursuant to the March 2016 OID Note Purchase Agreements, the Company issued OID Notes with an aggregate purchase price of $125,000 and OID Warrants to purchase 9,902 shares of the Company’s common stock. The OID Notes issued in March 2016 have a principal amount equal to $150,000 or 120% of the purchase price. Pursuant to the March 2016 closings of the OID Note private placement, the principal amount was first allocated to the fair value of the OID Warrants in the amount of approximately $15,000, next to the value of the original issuance discount in the amount of $25,000, then to the fair value of a bifurcated derivative liability related to an exchange provision in the OID Notes in the amount of approximately $33,000, and lastly to the debt discount related to offering costs of approximately $2,000 with the difference of approximately $75,000 representing the initial carrying value of the OID Notes issued in March 2016. The OID Notes were subsequently amended in August 2016, extending the maturity date of the OID Notes in exchange for among other, (i) an increased principal amount of the OID Notes by 10% to $825,000 in the aggregate from $750,000 in the aggregate, and (ii) the issuance of an aggregate of 45,459 common stock purchase warrants with an exercise price of $2.00 per share and a term of five years. In October 2016, $553,000 principal amount of OID Notes were exchanged into the securities issued in a private placement. Accordingly, the Company recorded a loss on extinguishment of approximately $555,000. Additionally, the Company repaid $8,000 of OID Notes. In November 2016, the Company exercised its sole option to further extend the maturity date to its outstanding OID Note in the aggregate of $264,000 principal amount of OID Note. In consideration for the extension, the Company increased the principal amount of the OID Note by 10% or to $26,400 to $290,400 in the aggregate. In January 2017, the remaining outstanding OID Note was exchanged into a convertible note (see Convertible Note below). During the three months ended May 31, 2016, the Company recognized approximately $166,000 of interest expense related to the OID Notes, including amortization of debt discount. Additionally, the Company recognized a loss of approximately $25,000 in the three months ended May 31, 2016 due to the change in estimated fair value of a bifurcated derivative liability related to an exchange provision in the OID Notes. Convertible Note On January 17, 2017, the Company entered into an exchange agreement, pursuant to which the Company issued a new convertible promissory note in the principal amount of $1,000,000 (the “Convertible Note”) in exchange (the “Debt Exchange”) for the cancellation of (i) $600,000 principal amount of the Promissory Note plus $96,000 of accrued and unpaid interest thereon, and (ii) $290,400 principal amount of the OID Note. During the three months ended May 31, 2017, the Company recognized approximately $30,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $5,000 and accrued interest expense of approximately $25,000. The following table summarizes the notes payable: Convertible Note Payable Discount Voluntary Exchange Feature Debt, Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ — $ 989,086 Amortization of debt discount — 4,599 — 4,599 May 31, 2017 balance $ 1,000,000 $ (6,315 ) $ — $ 993,685

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	May 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	In accordance with ASC 820, Fair Value Measurements ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At May 31, 2017 and February 28, 2017, the warrant liability balances were classified as Level 3 instruments. Derivative Warrant Liability At May 31, 2017 and February 28, 2017, the warrant liability balances of approximately $0.15 million and $2.1 million, respectively, were classified as Level 3 instruments. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: Promissory Note Warrants Series B Warrant PPM Warrants Total Fair value at February 28, 2017 $ 157,204 $ 35,690 $ 1,914,078 $ 2,106,972 Change in fair value (37,366 ) (10,198 ) (442,816 ) (490,380 ) Reclassification of warrant liability to equity — — (1,471,262 ) (1,471,262 ) Fair value at May 31, 2017 $ 119,838 $ 25,492 $ — $ 145,330 In connection with the initial closing of the Series B Preferred private placement on December 31, 2014, the Company issued a warrant to purchase an aggregate of 30,334 shares of common stock (the “Series B Warrant”), originally exercisable at $8.25 per share and expiring on March 31, 2020. The Series B Warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of the Series B Warrant was adjusted to $2.00 during the year ended February 28, 2017. The fair value of the Series B Warrant at May 31, 2017 and February 28, 2017 was determined to be approximately $25,000 and $36,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of May 31, 2017 and February 28, 2017 used the following assumptions: (1) a stock price of $1.15 and $1.50, respectively; (2) a risk-free rate of 1.41% and 1.50%, respectively; (3) an expected volatility of 129% and 131%, respectively; and (4) a fundraising event to occur on June 30, 2017 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of the Promissory Note on July 31, 2015, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, originally exercisable at $8.25 per share and expiring on July 31, 2020. This warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.00 during the year ended February 28, 2017. The fair value of the warrant at May 31, 2017 and February 28, 2017 was determined to be approximately $38,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of May 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $1.15 and $1.50, respectively; (2) a risk-free rate of 1.47% and 1.57%, respectively; (3) an expected volatility of 129% and 131%, respectively; and (4) a fundraising event to occur on June 30, 2017 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the amendment of the Promissory Note on February 12, 2016, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, initially exercisable at $8.25 per share and expiring on February 11, 2021. This warrant contains a ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.20 during the year ended February 28, 2017. The fair value of the warrant at May 31, 2017 and February 28, 2017 was determined to be approximately $40,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of May 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $1.15 and $1.50, respectively; (2) a risk-free rate of 1.55% and 1.68%, respectively; (3) an expected volatility of 129% and 131%, respectively; and (4) a fundraising event to occur on June 30, 2017 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in February 2016, the Company issued warrants to purchase an aggregate of 36,367 shares of common stock. These warrants were issued between February 12 and 22, 2016, were initially exercisable at $8.25 per share and expire between February 11 and 21, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of these warrants were adjusted to $2.00 during the year ended February 28, 2017. The fair value of these warrants at May 31, 2017 and February 28, 2017 was determined to be approximately $34,000 and $44,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of May 31, 2017 and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $1.15 and $1.50, respectively; (2) a risk-free rate of 1.55% and 1.68%, respectively; (3) an expected volatility of 129% and 131%, respectively; and (4) a fundraising event to occur on June 30, 2017 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in March 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock. These warrants were issued between March 4 and 15, 2016, were initially exercisable at $8.25 per share and expire between March 4 and 15, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of these warrants were adjusted to $2.00 during the year ended February 28, 2017. The fair value of these warrants at May 31, 2017 and February 28, 2017 was determined to be approximately $8,000 and approximately $11,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of May 31, 2017, and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $1.15 and $1.50, respectively; (2) a risk-free rate of 1.56% and 1.69%, respectively; (3) an expected volatility of 129% and 131%, respectively; and (4) a fundraising event to occur on June 30, 2017 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the private placement of common stock and warrants that closed in October 2016, the Company issued warrants to purchase an aggregate of 1,617,506 shares of common stock (the “PPM Warrants”). These PPM Warrants were issued between August 31, 2016 and October 30, 2016, are exercisable at $3.00 per share and expire between August 30, 2021 and October 29, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment. The fair value of these warrants at February 28, 2017 was determined to be approximately $1.9 million, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2017 used the following weighted-average assumptions: (1) stock price of $1.50; (2) a risk-free rate of 1.66%; (3) an expected volatility of 131%; and (4) a fundraising event to occur on May 31, 2017, that would result in the issuance of additional common stock. The price protection provision expired on April 30, 2017, and the Company reclassified approximately $1.5 million of derivative warrant liability to equity, as referenced in Note 5.

EQUIPMENT

EQUIPMENT	3 Months Ended
	May 31, 2017
Property, Plant and Equipment [Abstract]
EQUIPMENT	Equipment consists of the following: Estimated Useful Lives May 31, 2017 February 28, 2017 Research equipment 7 years $ 601,720 $ 601,720 Computer equipment 5 years 78,149 78,149 679,869 679,869 Accumulated depreciation and amortization (287,900 ) (265,234 ) Equipment, net $ 391,969 $ 414,635 Depreciation and amortization expense was approximately $23,000 and approximately $24,000 for the three months ended May 31, 2017 and May 31, 2016, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $19,000 and $20,000 for the three months ended May 31, 2017 and May 31, 2016, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $4,000 and approximately $4,000 for the three months ended May 31, 2017 and May 31, 2016, respectively.

LICENSE AGREEMENTS AND COMMITME

LICENSE AGREEMENTS AND COMMITMENTS	3 Months Ended
	May 31, 2017
Research and Development [Abstract]
LICENSE AGREEMENTS AND COMMITMENTS	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 May 31, 2017. We are required to make payments of $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, if any. We are in compliance with the License Agreement. Pursuant to the Second License Agreement, as amended, we are required to make annual license maintenance fee payments beginning on January 3, 2013. We are required to make maintenance payments of $5,000 in 2018, $60,000, in 2019 and 2020, and $100,000 in 2021 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, if any. The license maintenance payment of $5,000 for 2017 is currently outstanding, pending invoice. As such, we are in compliance with the Second License Agreement. Pursuant to the Alternative Splicing Diagnostic License Agreement and the Alternative Splicing Therapeutic License Agreement, we are required to make annual license maintenance fee payments for each license beginning on January 1, 2015. We have satisfied all license maintenance payments due through May 31, 2017. We are required to make additional payments of $37,500 in 2018, and $50,000 in 2019 and every year each license is in effect thereafter. We are in compliance with the Alternative Splicing License Agreements. Pursuant to the Antibody License Agreement, we are required to make license maintenance fee payments beginning on January 1, 2015. We have satisfied all license maintenance payments due through May 31, 2017. We are required to make additional payments of $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, if any. We are in compliance with the Antibody License Agreement. Lease Agreements On August 28, 2014, we entered into a lease agreement, subsequently amended (the “Boston Lease”) for our diagnostic laboratory and office space located at 27, Drydock Ave, 2nd Floor, Boston, MA 02210 (the “Boston Property”). We paid a $40,000 security deposit in connection with entering into the Boston Lease. Effective April 6, 2016, we entered into an amendment to the Boston Lease (the “Boston Lease Amendment”), whereby we extended the term by one year from September 1, 2016 to August 31, 2017. The basic rent payable under the Boston Lease Amendment is $17,164 per month plus additional monthly payments including tax payments and operational and service costs. We have entered into a letter of intent to amend the lease agreement for the Boston Property and anticipate entering into definitive documentation for the second lease amendment (the “Second Boston Lease Amendment”) shortly. The Second Boston Lease Amendment is anticipated to extend the term (the “Second Extension Period”) for five years from September 1, 2017 through August 31, 2022. Monthly basic rent payments are anticipated to be $23,355 for the first year of the Second Extension Period, $24,056 for the second year of the Second Extension Period, $24,777 for the third year of the Second Extension Period, $25,521 for the fourth year of the Second Extension Period, and $26,286 for the fifth year of the Second Extension Period. Effective March 1, 2015, we entered into a lease agreement for short-term office space in New York, NY. We paid a $2,100 security deposit in connection with entering into the lease. Effective December 1, 2015, we amended our lease agreement for the 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 $2,400 per month and we paid an additional $1,500 security deposit in connection with the amended lease.

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	May 31, 2017
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 conditions 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, 2017, and May 31, 2016, 11,536 and 11,536, 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 shares issuable from convertible securities, as well as nonvested restricted shares. In computing diluted loss per share for the years ended May 31, 2017 and May 31, 2016, 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, 2017 May 31, 2016 Stock options 981,475 526,976 Warrants 2,731,523 967,934 Preferred stock 1,361,837 1,906,404 Convertible debt 520,548 — Total 5,595,383 3,401,314

COLLABORATIVE AND OTHER RELATIO

COLLABORATIVE AND OTHER RELATIONSHIPS	3 Months Ended
	May 31, 2017
Collaborative And Other Relationships
COLLABORATIVE AND OTHER RELATIONSHIPS	Research and Development Reimbursements In connection with our business strategy, we may enter into research and development and other collaboration agreements. Depending on the arrangement, we may record payments as advances, funding receivables, payable balances or non-product income with our partners, based on the nature of the cost-sharing mechanism and activity within the collaboration. On September 29, 2016, the Company entered into an amendment (the “MTA Amendment”) to a previously executed pilot materials transfer agreement (the “MTA” and together with the Amendment, the “Research Agreement”) with Celgene Corporation (“Celgene”), to conduct a mutually agreed upon pilot research project (the “Pilot Project”). The MTA Amendment provides for milestone payments to the Company of up to approximately $973,000. Under the terms of the Research Agreement, Celgene will provide certain proprietary materials to the Company and the Company will evaluate Celgene’s proprietary materials in the Company’s metastatic cell line and animal nonclinical models. The milestone schedule calls for Celgene to pay the Company approximately $487,000 upon execution of the MTA Amendment, which the Company has received, and the balance in accordance with the completion of three (3) milestones to Celgene’s reasonable satisfaction. The term of the Research Agreement is one (1) year, unless extended by the parties. Either party may terminate the Research Agreement with thirty (30) days prior written notice. The Company recognizes the upfront payment as a deferred research and development reimbursement in the Consolidated Balance Sheet and will amortize the deferred research and development reimbursement as incurred over the term of the Research Agreement. For the three months ended May 31, 2017, the Company recorded approximately $133,000 in deferred research and development reimbursement, and, at May 31, 2017, the Company had a deferred research and development reimbursement amount of approximately $65,000. The Company will recognize deferred research and development reimbursement for each subsequent milestone in the period in which the milestone is achieved. As of May 31, 2017, none of the milestones have been achieved. Research Collaboration Revenue We currently do not sell any products and do not have any product-related revenue. From time to time, we may enter into research and development collaboration arrangements, in which we are reimbursed for either all or a portion of the research and development costs incurred. We record these payments as revenue in the statement of operations. We recognize revenue upon delivery and acceptance of the test results or other deliverables.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	May 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Celgene Research Agreement On June 16, 2017, the Company received payment of approximately $243,000 from Celgene for satisfactory completion of the second milestone pursuant to the Research Agreement between the parties. Private Placement On June 23, 2017, pursuant to the initial closing of a private placement, the Company issued an aggregate of 359,348 shares of common stock and approximately 229,363.2 shares of Series A-2 Preferred, convertible into 2,293,632 shares of common stock and repriced an aggregate of 474,829 warrants, for an aggregate purchase price of approximately $2.14 million. After deducting placement agent fees and other offering expenses, the Company received net proceeds of approximately $2.0 million. Additionally, in connection with the private placement, the Company will issue an aggregate of 136,830 placement agent warrants with a term of five years, an exercise price equal to $1.27 per share, and a cashless exercise provision.

DESCRIPTION OF BUSINESS AND G18

DESCRIPTION OF BUSINESS AND GOING CONCERN (Policies)	3 Months Ended
	May 31, 2017
Description Of Business And Going Concern Policies
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 unaudited financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States and should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes for the year ended February 28, 2017, included in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on May 30, 2017. These unaudited 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, 2017 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.
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 approximately $26.6 million as of May 31, 2017, has negative working capital and has not generated 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 May 31, 2017, the Company completed a private placement for gross proceeds of approximately $2.14 million (See Note 12).

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	3 Months Ended
	May 31, 2017
Stock Options Tables
Weighted average inputs to the Black-Scholes model used to value the stock options granted	May 31, 2017 May 31, 2016 Expected volatility 129.0 % 100.0 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.95 % 1.65 % Expected term 6.01 years 6.00 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, 2017 966,474 $ 5.71 $ — 8.87 Granted: 55,000 $ 3.00 — — Expired and forfeited: (39,999 ) $ 8.25 — — Outstanding and expected to vest at May 31, 2017 981,475 $ 5.46 $ — 8.72 Exercisable at May 31, 2017 350,477 $ 9.96 $ — 7.95
Exercisable and unexercisable stock options	Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 160,555 $ 2.00 9.11 319,445 $ 2.00 9.11 16,668 $ 2.19 8.99 83,332 $ 2.19 8.99 — $ 3.00 — 176,000 $ 3.00 9.68 30,000 $ 3.55 8.68 — $ 8.10 — 1,068 $ 8.10 7.67 — $ 8.25 — 40,001 $ 8.25 8.01 40,000 $ 10.20 8.05 41,434 $ 10.20 4.61 — $ 10.50 — 3,334 $ 11.25 7.97 3,333 $ 11.25 7.97 11,112 $ 16.50 7.38 8,888 $ 16.50 7.38 8,068 $ 22.50 7.67 — $ 22.50 — 38,237 $ 48.75 5.85 — $ 48.75 — 350,477 $ 9.96 7.95 630,998 $ 2.95 9.15

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	May 31, 2017
Warrants Tables
Warrants issued and outstanding	Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2017 2,698,694 $ 5.11 $ — 4.21 Granted: 37,500 3.00 — Cancelled/Expired/Exercised (4,671 ) 31.50 — Outstanding at May 31,2017 2,731,523 $ 5.04 $ — 3.98
Warrants exercisable	Exercise Prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 2.00 164,888 2.39 164,888 $ 2.20 43,636 3.70 43,636 $ 3.00 2,152,908 0.11 2,152,908 $ 8.25 9,134 3.24 9,134 $ 10.50 126,978 2.85 126,978 $ 15.00 556 3.00 556 $ 18.75 695 3.00 695 $ 22.50 209,754 1.13 209,754 $ 31.50 21,241 1.32 21,241 $ 37.50 1,733 0.62 1,733 2,731,523 3.98 2,731,523

NOTE PAYABLE (Tables)

NOTE PAYABLE (Tables)	3 Months Ended
	May 31, 2017
Note Payable Tables
Summary of notes payable	Convertible Note Payable Discount Voluntary Exchange Feature Debt, Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ — $ 989,086 Amortization of debt discount — 4,599 — 4,599 May 31, 2017 balance $ 1,000,000 $ (6,315 ) $ — $ 993,685

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	May 31, 2017
Fair Value Measurements Tables
Fair value measurements	Promissory Note Warrants Series B Warrant PPM Warrants Total Fair value at February 28, 2017 $ 157,204 $ 35,690 $ 1,914,078 $ 2,106,972 Change in fair value (37,366 ) (10,198 ) (442,816 ) (490,380 ) Reclassification of warrant liability to equity — — (1,471,262 ) (1,471,262 ) Fair value at May 31, 2017 $ 119,838 $ 25,492 $ — $ 145,330

EQUIPMENT (Tables)

EQUIPMENT (Tables)	3 Months Ended
	May 31, 2017
Property, Plant and Equipment [Abstract]
Equipment	Estimated Useful Lives May 31, 2017 February 28, 2017 Research equipment 7 years $ 601,720 $ 601,720 Computer equipment 5 years 78,149 78,149 679,869 679,869 Accumulated depreciation and amortization (287,900 ) (265,234 ) Equipment, net $ 391,969 $ 414,635

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	May 31, 2017
Accounting Policies [Abstract]
Anti-dilutive securities	May 31, 2017 May 31, 2016 Stock options 981,475 526,976 Warrants 2,731,523 967,934 Preferred stock 1,361,837 1,906,404 Convertible debt 520,548 — Total 5,595,383 3,401,314

DESCRIPTION OF BUSINESS AND G25

DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2017	Feb. 28, 2017
Description Of Business And Going Concern Policies
Date of incorporation	Mar. 28, 2007
State of incorporation	Nevada
Going Concern
Accumulated deficit	$ (26,594,992)	$ (26,318,885)

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	May 31, 2017	Feb. 28, 2017
Par value of shares	$ .0001	$ 0.0001
Authorized shares of common stock	150,000,000	150,000,000
Series A Preferred Stock [Member]
Authorized shares of preferred stock	1,000,000	1,000,000
Stated value per share	$ .0001	$ 0.0001
Series A-2 Preferred Stock [Member]
Authorized shares of preferred stock	1,000,000	1,000,000
Stated value per share	$ 0.0001	$ 0.0001
Series B Preferred Stock [Member]
Authorized shares of preferred stock	1,000	1,000
Stated value per share	$ 0.0001	$ 0.0001
Liquidation preference	$ 1,200,000	$ 1,190,000

EQUITY ISSUANCES (Details Narra

EQUITY ISSUANCES (Details Narrative) - shares	3 Months Ended
	May 31, 2017	May 31, 2016
Equity [Abstract]
Common stock issued for services	100,000	25,000

STOCK OPTIONS (Details)

STOCK OPTIONS (Details) - Option [Member]	3 Months Ended
	May 31, 2017	May 31, 2016
Expected volatility	129.00%	100.00%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.95%	1.65%
Expected Term	6 years 4 days	6 years

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1) - Option [Member]	3 Months Ended
	May 31, 2017USD ($)$ / sharesshares
Options Outstanding
Outstanding at Beginning of Period | shares	966,474
Granted | shares	55,000
Forfeited | shares	(39,999)
Outstanding and expected to vest at End of Period | shares	981,475
Options exercisable | shares	350,477
Weighted Average Exercise Price
Outstanding at Beginning of Period | $ / shares	$ 5.71
Granted | $ / shares	3
Forfeited | $ / shares	8.25
Outstanding and expected to vest at End of Period | $ / shares	5.46
Exercisable at End of period | $ / shares	$ 9.96
Outstanding at Beginning of Period | $	$ 0
Outstanding and expected to vest at End of Period | $	0
Exercisable at End of period | $	$ 0
Weighted Average Remaining Contractual Term
Outstanding and expected to vest at Beginning of Period	8 years 10 months 13 days
Outstanding and expected to vest at End of Period	8 years 8 months 19 days
Exercisable at End of period	7 years 11 months 12 days

STOCK OPTIONS (Details 2)

STOCK OPTIONS (Details 2) - Option [Member]	3 Months Ended
	May 31, 2017$ / sharesshares
Options exercisable | shares	350,477
Exercise Price | $ / shares	$ 9.96
Weighted Average Remaining Life (years)	7 years 11 months 12 days
Number of Options | shares	630,998
Weighted Average Remaining Life (years)	9 years 1 month 24 days
Exercisable | Exercise Price 1
Options exercisable | shares	160,555
Exercise Price | $ / shares	$ 2
Weighted Average Remaining Life (years)	9 years 1 month 10 days
Exercisable | Exercise Price 2
Exercise Price | $ / shares	$ 2.19
Weighted Average Remaining Life (years)	8 years 11 months 26 days
Exercisable | Exercise Price 3
Options exercisable | shares	16,668
Exercise Price | $ / shares	$ 3
Exercisable | Exercise Price 4
Options exercisable | shares	0
Exercise Price | $ / shares	$ 3.55
Weighted Average Remaining Life (years)	8 years 8 months 5 days
Exercisable | Exercise Price 5
Options exercisable | shares	30,000
Exercise Price | $ / shares	$ 8.1
Weighted Average Remaining Life (years)	7 years 8 months 1 day
Exercisable | Exercise Price 6
Options exercisable | shares	1,068
Exercise Price | $ / shares	$ 8.25
Weighted Average Remaining Life (years)	8 years 4 days
Exercisable | Exercise Price 7
Options exercisable | shares	40,001
Exercise Price | $ / shares	$ 10.2
Weighted Average Remaining Life (years)	4 years 7 months 10 days
Exercisable | Exercise Price 8
Options exercisable | shares	41,434
Exercise Price | $ / shares	$ 11.25
Weighted Average Remaining Life (years)	7 years 11 months 19 days
Exercisable | Exercise Price 9
Options exercisable | shares	3,334
Exercise Price | $ / shares	$ 16.5
Weighted Average Remaining Life (years)	7 years 4 months 17 days
Exercisable | Exercise Price 10
Options exercisable | shares	11,112
Exercise Price | $ / shares	$ 22.5
Weighted Average Remaining Life (years)	7 years 8 months 1 day
Exercisable | Exercise Price 11
Options exercisable | shares	8,068
Exercise Price | $ / shares	$ 48.75
Weighted Average Remaining Life (years)	5 years 10 months 6 days
Unexercisable | Exercise Price 1
Number of Options | shares	319,445
Exercise Price | $ / shares	$ 2
Weighted Average Remaining Life (years)	9 years 1 month 10 days
Unexercisable | Exercise Price 2
Number of Options | shares	83,332
Exercise Price | $ / shares	$ 2.19
Weighted Average Remaining Life (years)	8 years 11 months 26 days
Unexercisable | Exercise Price 3
Number of Options | shares	176,000
Exercise Price | $ / shares	$ 3
Weighted Average Remaining Life (years)	9 years 8 months 5 days
Unexercisable | Exercise Price 4
Number of Options | shares	0
Exercise Price | $ / shares	$ 8.1
Unexercisable | Exercise Price 5
Number of Options | shares	0
Exercise Price | $ / shares	$ 8.25
Unexercisable | Exercise Price 6
Number of Options | shares	40,000
Exercise Price | $ / shares	$ 10.2
Weighted Average Remaining Life (years)	8 years 18 days
Unexercisable | Exercise Price 7
Number of Options | shares	0
Exercise Price | $ / shares	$ 10.5
Unexercisable | Exercise Price 8
Number of Options | shares	3,333
Exercise Price | $ / shares	$ 11.25
Weighted Average Remaining Life (years)	7 years 11 months 19 days
Unexercisable | Exercise Price 9
Number of Options | shares	8,888
Exercise Price | $ / shares	$ 16.5
Weighted Average Remaining Life (years)	7 years 4 months 17 days
Unexercisable | Exercise Price 10
Number of Options | shares	0
Exercise Price | $ / shares	$ 22.5
Unexercisable | Exercise Price 11
Number of Options | shares	0
Exercise Price | $ / shares	$ 48.75

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Stock based compensation expense	$ 70,470	$ 119,086
Option [Member]
Stock based compensation expense	$ 96,000	105,000
Period for compensation expense recognition	1 year 1 month 24 days
Research and Development Expense [Member]
Stock based compensation expense	$ 16,000	17,000
General and Administrative Expense [Member]
Stock based compensation expense	$ 113,000	$ 88,000

WARRANTS (Details)

WARRANTS (Details) - Stock Warrants [Member]	3 Months Ended
	May 31, 2017USD ($)$ / sharesshares
Warrants Outstanding
Outstanding at Beginning of Period | shares	2,698,694
Granted | shares	37,500
Cancelled | shares	(4,671)
Outstanding at End of Period | shares	2,731,523
Weighted Average Exercise Price
Outstanding at Beginning of Period | $ / shares	$ 5.11
Granted | $ / shares	3
Cancelled | $ / shares	31.50
Outstanding at End of Period | $ / shares	$ 5.04
Average Intrensic Value
Outstanding at Beginning of Period | $	$ 0
Outstanding at End of Period | $	$ 0
Weighted Average Remaining Contractual Term
Outstanding at Beginning of Period	4 years 2 months 16 days
Outstanding at End of Period	3 years 11 months 23 days

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrants [Member]	3 Months Ended
	May 31, 2017$ / sharesshares
Number of shares	2,731,523
Weighted average remaining life (years)	3 years 11 months 23 days
Exercise Price 1
Exercise prices | $ / shares	$ 2
Number of shares	164,888
Weighted average remaining life (years)	2 years 4 months 20 days
Exercise Price 2
Exercise prices | $ / shares	$ 2.2
Number of shares	43,636
Weighted average remaining life (years)	3 years 8 months 12 days
Exercise Price 3
Exercise prices | $ / shares	$ 3
Number of shares	2,152,908
Weighted average remaining life (years)	1 month 10 days
Exercise Price 4
Exercise prices | $ / shares	$ 8.25
Number of shares	9,134
Weighted average remaining life (years)	3 years 2 months 26 days
Exercise Price 6
Exercise prices | $ / shares	$ 15
Number of shares	556
Weighted average remaining life (years)	2 years 10 months 6 days
Exercise Price 7
Exercise prices | $ / shares	$ 18.75
Number of shares	695
Weighted average remaining life (years)	3 years
Exercise Price 8
Exercise prices | $ / shares	$ 22.5
Number of shares	209,754
Weighted average remaining life (years)	3 years
Exercise Price 9
Exercise prices | $ / shares	$ 31.5
Number of shares	21,241
Weighted average remaining life (years)	1 year 1 month 17 days
Exercise Price 10
Exercise prices | $ / shares	$ 37.5
Number of shares	1,733
Weighted average remaining life (years)	1 year 3 months 25 days
Exercise Price 11
Weighted average remaining life (years)	7 months 13 days
Exercise Price 5
Exercise prices | $ / shares	$ 10.5
Number of shares	126,978

NOTE PAYABLE (Details)

NOTE PAYABLE (Details)	3 Months Ended
	May 31, 2017USD ($)
Note Payable
Note Payable, beginning of period	$ 1,000,000
Amortization of debt discount	0
Note payable, end of period	1,000,000
Discount [Member]
Note Payable
Note Payable, beginning of period	(10,914)
Amortization of debt discount	4,599
Note payable, end of period	(6,315)
Voluntary Exchange Feature [Member]
Note Payable
Note Payable, beginning of period	0
Amortization of debt discount	0
Note payable, end of period	0
NotePayable Net [Member]
Note Payable
Note Payable, beginning of period	989,086
Amortization of debt discount	4,599
Note payable, end of period	$ 993,685

NOTE PAYABLE (Details Narrative

NOTE PAYABLE (Details Narrative)	3 Months Ended
	May 31, 2017USD ($)
Amortization of debt discount	$ 0
Promissory Note
Note interest expense	30,000
Amortization of debt discount	5,000
Accrued interest	$ 25,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	3 Months Ended
	May 31, 2017USD ($)
Promissory Note
Fair value of Level 3 derivative warrant liability, beginning of period	$ 157,204
Change in fair value:	(37,366)
Reclassification	0
Fair value at end of period	119,838
Additional Unit Private Placement Warrants
Fair value of Level 3 derivative warrant liability, beginning of period	1,914,078
Change in fair value:	(442,816)
Reclassification	(1,471,262)
Fair value at end of period	0
Series B Preferred Stock [Member] | Warrants [Member]
Fair value of Level 3 derivative warrant liability, beginning of period	35,690
Change in fair value:	(10,198)
Reclassification	0
Fair value at end of period	25,492
Warrants [Member]
Fair value of Level 3 derivative warrant liability, beginning of period	2,106,972
Change in fair value:	(490,380)
Reclassification	(1,471,262)
Fair value at end of period	$ 145,330

EQUIPMENT (Details)

EQUIPMENT (Details) - USD ($)	3 Months Ended
	May 31, 2017	Feb. 28, 2017
Equipment, gross	$ 679,869	$ 679,869
Accumulated depreciation and amortization	(287,900)	(265,234)
Equipment, net	$ 391,969	414,635
Research Equipment [Member]
Estimated useful life	p7y
Equipment, gross	$ 601,720	601,720
Computer Equipment [Member]
Estimated useful life	p5y
Equipment, gross	$ 78,149	$ 78,149

EQUIPMENT (Details Narrative)

EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Depreciation	$ 22,666	$ 23,766
General and Administrative Expense [Member]
Depreciation	4,000	4,000
Research and Development Expense [Member]
Depreciation	$ 19,000	$ 20,000

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - shares	3 Months Ended
	May 31, 2017	May 31, 2016
Anti-dilutive securities	5,595,383	3,401,314
Stock Options [Member]
Anti-dilutive securities	981,475	526,976
Warrants [Member]
Anti-dilutive securities	2,731,523	967,934
Preferred Stock [Member]
Anti-dilutive securities	1,361,837	1,906,404
Convertible Debt [Member]
Anti-dilutive securities	520,548	0

NET LOSS PER SHARE (Details Nar

NET LOSS PER SHARE (Details Narrative) - shares	3 Months Ended
	May 31, 2017	May 31, 2016
Anti-dilutive securities	5,595,383	3,401,314
Preferred Stock [Member]
Anti-dilutive securities	1,361,837	1,906,404
Warrants [Member]
Anti-dilutive securities	2,731,523	967,934
Stock Options [Member]
Anti-dilutive securities	981,475	526,976