Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2017 | Oct. 12, 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 | Aug. 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 | 5,677,383 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Trading symbol | MTST |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,734,297 | $ 782,707 |
Prepaid expenses | 40,504 | 20,856 |
Total Current Assets | 1,774,801 | 803,563 |
Equipment (net of accumulated depreciation of $309,537 and $265,234, respectively) | 398,782 | 414,635 |
Refundable deposits | 43,600 | 43,600 |
TOTAL ASSETS | 2,217,183 | 1,261,798 |
Current liabilities | ||
Accounts payable | 531,749 | 572,195 |
Accrued expense | 201,365 | 179,680 |
Deferred research and development reimbursement | 204,974 | 177,517 |
Convertible note payable (net of discount $1,576 and $10,914, respectively) | 998,424 | 989,086 |
Accrued interest payable | 66,300 | 15,890 |
Accrued dividends on Series B Preferred Stock | 16,270 | 15,638 |
Total Current Liabilities | 2,019,082 | 1,950,006 |
Warrant liability | 96,038 | 2,106,972 |
TOTAL LIABILITIES | 2,115,120 | 4,056,978 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, ($0.0001 par value; 150,000,000 shares authorized; 5,677,383 and 4,707,942 shares issued and outstanding as of August 31, 2017 and February 28, 2017, respectively) | 568 | 471 |
Additional Paid-in-capital | 27,459,472 | 23,523,140 |
Accumulated deficit | (27,358,007) | (26,318,885) |
Total stockholders' deficit | 102,063 | (2,795,180) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 2,217,183 | 1,261,798 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock | 0 | 87 |
Series A-2 Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock | 30 | 7 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Accumulated depreciation | $ 309,537 | $ 265,234 |
Convertible debentures, discount | $ 1,576 | $ 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 | 5,677,383 | 4,707,942 |
Common stock, shares outstanding | 5,677,383 | 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 | 0 | 874,257 |
Preferred stock, shares outstanding | 0 | 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 | 299,904 | 70,541 |
Preferred stock, shares outstanding | 299,904 | 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 | 222 | 213 |
Preferred stock, shares outstanding | 222 | 213 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||||
Research collaboration revenue | $ 0 | $ 0 | $ 23,300 | $ 0 |
Total revenue | 0 | 0 | 23,300 | 0 |
OPERATING EXPENSES | ||||
General & administrative | 459,628 | 615,849 | 1,030,233 | 1,171,530 |
Research & development | 322,907 | 356,168 | 512,351 | 627,291 |
Total Operating Expenses | 782,535 | 972,017 | 1,542,584 | 1,798,821 |
OTHER EXPENSES (INCOME) | ||||
Interest expense | 30,039 | 401,990 | 59,843 | 706,636 |
Other income, net | (267) | (102) | (333) | (50) |
Change in fair value of warrant liability | (49,292) | (96,241) | (539,672) | (61,749) |
Change in fair value of put option embedded in notes payable | 0 | (510,867) | 0 | (456,868) |
Loss on sale of notes receivable | 0 | 112,500 | 0 | 112,500 |
Total Other Expenses (Income) | (19,520) | (92,516) | (480,162) | 300,469 |
NET LOSS | (763,015) | (879,501) | (1,039,122) | (2,099,290) |
Net loss | (763,015) | (879,501) | (1,039,122) | (2,099,290) |
Deemed dividend on Series B Preferred Stock issuance | 0 | 0 | 0 | (708,303) |
Accrued dividends on Series B Preferred Stock | (24,557) | (73,452) | (48,014) | (146,894) |
Deemed Dividend to Series B Preferred Stockholders for exchange of warrants | 0 | (29,311) | 0 | (29,311) |
Deemed dividend related to warrants exercise price modification | (31,139) | 0 | (31,139) | 0 |
Loss attributable to common shareholders | $ (818,711) | $ (981,982) | $ (1,118,275) | $ (2,983,517) |
Net loss per share, basic and diluted | $ (.16) | $ (0.46) | $ (0.22) | $ (1.50) |
Weighted average of shares outstanding | 5,245,819 | 2,127,833 | 5,002,635 | 1,987,487 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,039,122) | $ (2,099,290) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 44,303 | 47,532 |
Share-based compensation | 133,896 | 362,326 |
Amortization of debt discount | 9,338 | 652,879 |
Loss on sale of notes receivable | 0 | 112,500 |
Change in fair value of warrant liability | (539,672) | (61,749) |
Change in fair value of put embedded in note payable | 0 | (456,868) |
Net changes in assets and liabilities | ||
Prepaid expenses | (19,648) | 87,538 |
Deferred research and development reimbursement | 27,457 | 0 |
Accounts payable and accrued expenses | 4,896 | 507,022 |
Interest payable | 50,410 | 52,000 |
Net cash (used in) provided by investing activities | (1,328,142) | (796,110) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (28,450) | 0 |
Proceeds received from sale of notes receivable | 0 | 12,500 |
Net cash (used in) provided by investing activities | (28,450) | 12,500 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of debt, net of debt issuance costs | 0 | 122,790 |
Proceeds from issuance of common stock, preferred stock and warrants, net of offering costs | 2,308,182 | 462,565 |
Payment of short-term debt | 0 | (79,295) |
Net Cash provided by Financing Activities | 2,308,182 | 506,060 |
Net increase (decrease) in cash and cash equivalents | 951,590 | (277,550) |
Cash at the beginning of the period | 782,707 | 363,783 |
Cash at the end of the period | 1,734,297 | 86,233 |
Supplemental Disclosure of Non-Cash Financing Activities | ||
Warrant liability associated with note payable | 0 | 15,225 |
Series B Preferred PIK dividend | 47,382 | 146,399 |
Series B Preferred Stock accrued dividends | 48,014 | 146,894 |
Issuance of common stock to convert Series A preferred stock | 87 | 0 |
Issuance of common stock to convert accrued expenses | 23,657 | 0 |
Reclassification between warrant liability and additional paid-in-capital | 1,471,262 | 0 |
Issuance of common stock as payment of accounts payable | 0 | 32,000 |
Warrants issued to placement agents | 185,063 | 35,859 |
Deemed dividend related to Series B Preferred Stock BCF adjustment for conversion price adjustment | 0 | 708,303 |
Deemed dividend to Series B Preferred stock holders upon exercising Most Favored Nation option | 0 | 29,311 |
Deemed dividend related to warrants exercise price modification | 31,139 | 0 |
Issuance of warrants in connection with OID Notes amendment | 0 | 44,095 |
Financing of insurance premium through notes payable | $ 0 | $ 158,400 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 6 Months Ended |
Aug. 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 druggable 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 condensed 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 in 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 August 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 $27.4 million as of August 31, 2017, has negative working capital and has not generated positive cash flows from operations. The Company has raised approximately $2.3 million from a common stock financing during the three months ended August 31, 2017, however 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. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Aug. 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 share 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 August 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 and six months ended August 31, 2017, the Company issued 4.3501 and 8.6149 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $23,000 and $47,000, respectively. During the three and six months ended August 31, 2016, the Company issued 13.4407 and 26.6178 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $74,000 and $146,000, 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 August 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 issuance of shares of common stock pursuant to the 2017 Common Stock 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 $2.00 to $0.83 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. “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. This right expired on September 30, 2017 pursuant to the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock. |
EQUITY ISSUANCES
EQUITY ISSUANCES | 6 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
EQUITY ISSUANCES | Common stock financing – the 2016 Unit Private Placement During the six months ended August 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 49.5 units consisting of an aggregate of 247,500 shares of common stock and five-year warrants to purchase 123,750 shares of common stock at a purchase price of $3.00 per share (the “2016 Unit Warrants”) for an aggregate purchase price of $495,000. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $390,000. Additionally, the Company issued an aggregate of 24,750 placement agent warrants in substantially the same form as the 2016 Unit 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 six months ended August 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. Most Favored Nation Exchange – the MFN Exchange On July 12, 2016, the Company and one Series B Preferred Stock shareholder (the “Exchange Purchaser”) entered into an exchange agreement effective July 1, 2016 (the “Exchange Agreement”) whereby the Exchange Purchaser elected to exercise their Most Favored Nation exchange right into the securities offered pursuant to the 2016 Unit Private Placement (the “MFN Exchange”). Accordingly, the Exchange Purchaser tendered all of their 19.4837 shares of Series B Preferred Stock and approximately $2,000 of accrued and unpaid dividends for an aggregate exchange amount of approximately $109,000, plus 9,000 Series A Warrants with an exercise price of $10.50 per share originally issued in connection with the Series B Private Placement for an aggregate of 54,652 shares of common stock and warrants to purchase 27,326 shares of common stock at an exercise price of $3.00 per share. Additionally, the parties entered into a joinder agreement, and the Exchange Purchaser was granted all rights and benefits under the 2016 Unit Private Placement financing agreements. The Company analyzed and determined that the MFN Exchange is a contingent beneficial conversion feature that should be recognized upon the occurrence of the contingent event based on its intrinsic value at the commitment date. Since the Company had fully recognized all allocated proceeds of the Series B Preferred Stock in previously recognized beneficial conversion features, no beneficial conversion was recognized upon the exchange of the Series B Preferred Stock in the MFN Exchange. For the three and six months ended August 31, 2016, the Company recorded a non-cash deemed dividend to Additional Paid-in Capital of approximately $29,000 in connection with the MFN Exchange equal to the excess fair value of the warrants received over the fair value of the Series A Warrants. First Closing of the Additional 2016 Unit Private Placement On August 31, 2016, the Company entered into a subscription agreement pursuant to a private placement (the “Additional 2016 Unit Private Placement”) with an accredited investor pursuant to which the Company issued an aggregate of 8.75 units consisting of an aggregate of 43,750 shares of common stock at an effective price of $2.00 per share (the “Effective Price”) and five-year warrants to purchase 21,875 shares of common stock at a purchase price of $3.00 per share (the “Additional 2016 Unit Warrants”) for an aggregate purchase price of $87,500. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $73,000. Additionally, the Company issued an aggregate of 438 placement agent warrants in substantially the same form as the Additional 2016 Unit Warrants. Pursuant to the subscription agreement, for a period of one hundred eighty (180) days following the final closing of the Additional 2016 Unit Private Placement, the investors shall have “full-ratchet” anti-dilution price protection (the “Price Protection”) based on certain issuances by the Company of common stock or securities convertible into shares of common stock at an effective price per share less than the Effective Price (a "Down-round Issuance"), whereby the Company would be required to issue the investors additional shares of common stock and Warrants. Accounting for the Price Protection Provision The Company analyzed the Price Protection provision for embedded derivatives that require bifurcation. The Company evaluated the Price Protection provision for both the issuance of additional shares of common stock and additional Warrants in connection with a Down-round Issuance in accordance with ASC 480 and ASC 815. In connection with the potential issuance of additional shares of common stock, the Company concluded that since the embedded down-round feature is within the equity host contract, the embedded Price Protection provision would be considered clearly and closely related to the equity host under ASC 815-15-25-1(a) and that the Price Protection provision should not be bifurcated. In connection with the potential issuance of additional Warrants, the Company concluded that the freestanding Warrants are not indexed to the Company’s common stock within the scope of ASC 815-40 and therefore was initially bifurcated and measured at fair value and recorded as a derivative liability in the Condensed Consolidated Balance Sheet. The derivative liability was measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. The Price Protection provision expired on April 30, 2017, resulting in teh reclassification of these warrants to equity (see Note 5).. Common stock financing – the 2017 Common Stock Private Placement Between June 23, 2017 and August 3, 2017, the Company completed closings of a private placement (the “2017 Common Stock Private Placement”) with existing and new institutional and accredited investors pursuant to which the Company issued (i) an aggregate of 811,158 shares of common stock, (ii) 229,363.2 shares of Series A-2 Preferred Stock convertible into 2,293,632 shares of common stock and (iii) reduced the exercise price of outstanding warrants to purchase 536,434 shares of common stock from $3.00 to $2.00 per share (see Note 5), for an aggregate purchase price of approximately $2.57 million, including the conversion of approximately $22,000 of compensation payable to our Chief Executive Officer. After deducting placement agent fees and other offering expenses, the Company received net proceeds of approximately $2.31 million. Additionally, the Company issued the placement agent five-year warrants to purchase an aggregate of 162,486 shares of common stock with an exercise price equal to $1.27 per share, and a cashless exercise provision. The effective purchase price of the 2017 Common Stock Private Placement was $0.83 per share. Conversion Price Adjustment During the six months ended August 31, 2017, as a result of the 2017 Common Stock Private Placement, the Series B Conversion Price was adjusted from $2.00 to $0.83 per share. No non-cash deemed dividend was recorded to recognize any contingent beneficial conversion feature related to this conversion price change as all proceeds of the Series B Preferred have already been offset by previously recognized beneficial conversion features. Issuances of common stock for services During the six months ended August 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 six months ended August 31, 2016. During the six months ended August 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 six months ended August 31, 2017. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Aug. 31, 2017 | |
Stock Options | |
STOCK OPTIONS | During the six months ended August 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 $86,500 as calculated using the Black-Scholes model. During the six months ended August 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 and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 440,000 shares of common stock at $2.00 per share to members of its management team. These options expire on July 7, 2026. 73,333 of these options vested immediately and 146,667 of these options vest in equal monthly installments over a twenty-four-month period. 220,000 options are subject to certain milestone-based vesting. These options had a total fair value of approximately $622,000 as calculated using the Black-Scholes model. The Company has not recognized any stock based compensation for the options with performance-vesting conditions, and expects to recognize the compensation expense when vesting become probable, which has not yet occurred. During the three and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 100,000 shares of common stock at $2.00 per share to a non-executive member of its Board. These options expire on July 7, 2026. These options had a total fair value of approximately $143,000 as calculated using the Black-Scholes model. 33,333 of these options vested immediately and 66,667 of these options vest in equal monthly installments over a twenty-four-month period. During the three and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 240,000 shares of common stock at $2.00 per share to consultants. These options expire on July 7, 2026. 33,333 of these options vest on the first anniversary date and then 66,667 of these options vest in equal monthly installments over a twenty-four-month period. 140,000 of these options are subject to certain milestone-based vesting and 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. During the six months ended August 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 six months ended August 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 six months ended August 31, 2017. The weighted average inputs to the Black-Scholes model used to value the stock options granted during the six months ended August 31, 2017 and 2016 are as follows: August 31, August 31, 2017 2016 Expected volatility 1.29% 98.98 – 102.74 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.95% 0.97% – 1.65 % Expected Term 6.01 years 5.47 years For the six months ended August 31, 2016, the Company recognized approximately $348,000 of compensation expense related to stock options, of which approximately $288,000 was recognized in general and administrative expenses and approximately $60,000 in research and development expenses. For the three months ended August 31, 2016, the Company recognized approximately $243,000 of compensation expense related to stock options, of which approximately $200,000 was recognized in general and administrative expenses and approximately $43,000 in research and development expenses. For the six months ended August 31, 2017, the Company recognized a credit of approximately $59,000 of compensation expense related to stock options, of which a credit of approximately $89,000 was recognized in general and administrative expenses and an expense of approximately $30,000 in research and development expenses. For the three months ended August 31, 2017, the Company recognized approximately $38,000 of compensation expense related to stock options, of which approximately $24,000 was recognized in general and administrative expenses and approximately $14,000 in research and development expenses. The following table summarizes common stock options issued and outstanding: Options 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: (60,000 ) $ 8.25 $ - - Outstanding and expected to vest at August 31, 2017 961,474 $ 5.40 $ - 8.49 Exercisable at August 31, 2017 349,892 $ 9.62 $ - 7.76 The following table breaks down exercisable and unexercisable common stock options by exercise price as of August 31, 2017: Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 178,888 $ 2.00 8.85 301,112 $ 2.00 8.85 16668 $ 2.19 8.74 83,332 $ 2.19 8.74 1,083 $ 3.00 9.23 174,917 $ 3.00 9.43 30,000 $ 3.55 8.43 - $ 3.55 - 1,068 $ 8.10 7.42 - 8.10 - 20,000 $ 8.25 7.80 40,000 $ 8.25 7.80 41,434 $ 10.20 4.35 - $ 10.20 - 3,334 $ 11.25 7.72 3,333 $ 11.25 7.72 11,112 $ 16.50 7.13 8,888 $ 16.50 7.13 8,068 $ 22.50 7.42 - $ 22.50 - 38,237 $ 48.75 5.60 - $ 48.75 - 349,892 $ 9.62 7.76 611,582 $ 2.98 8.90 As of August 31, 2017, we had approximately $133,000 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 1.25 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 | 6 Months Ended |
Aug. 31, 2017 | |
Warrants | |
WARRANTS | For the six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock in connection with the issuance of the original issue discount promissory notes dated between March 3 and 15, 2016. 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. Following the 2017 Common Stock Private Placement, these warrants are now exercisable at $0.83 per share. For the six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 60,000 shares of common stock to investors and placement agents 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 and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 88,500 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 June 7, 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 and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 27,326 shares of common stock in connection with the MFN Exchange referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on June 7, 2021. These warrants vested immediately. Additionally, in connection with the MFN Exchange, the Company cancelled warrants to purchase an aggregate of 9,000 shares of common stock. These warrants were originally issued in connection with the issuance of Series B Preferred Stock and were exercisable at $10.50 per share. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 45,459 shares of common stock in connection with the amendments to the OID Notes referenced in Note 6. These warrants are exercisable at $2.00 per share and expire between August 11, 2021 and August 18, 2021. These warrants vested immediately. The fair value of these warrants was determined to be approximately $44,000, as calculated using the Black-Scholes model and were recorded as a debt discount based on their fair value. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 21,875 shares of common stock in connection with the Additional 2016 Unit Private Placement referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on August 30, 2021. These warrants vested immediately. As discussed in Note 3, due to the Price Protection provision, these warrants were initially classified as a derivative liability and measured at fair value. For the three and six months ended August 31, 2016, in connection with the Additional 2016 Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 438 shares of common stock. These placement agent warrants were issued on August 31, 2016, are exercisable at $3.00 per share and expire on August 30, 2021. These placement agent warrants vest immediately. The fair value of these warrants was determined to be approximately $400, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.18 %; (2) an expected term of 5.0 years; (3) an expected volatility of 102%; and (4) zero expected dividends. For the six months ended August 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 six months ended August 31, 2017, the Company recognized approximately $37,000 of stock-based compensation for these warrants. For the six months ended August 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 referenced in Note 3, 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. For the three and six months ended August 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 June 30, 2021 and August 31, 2021. These warrants vested immediately. The fair value of these warrants was determined to be approximately $25,000, 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 5.0 years; (3) an expected volatility of 131%; and (4) zero expected dividends. For the three and six months ended August 31, 2017, the Company recognized approximately $25,000 of stock-based compensation for these warrants. For the three and six months ended August 31, 2017, in connection with the 2017 Unit Private Placement, the Company reduced the exercise price of outstanding warrants to purchase 536,434 shares of common stock from $3.00 to $2.00 per share. The Company recorded a non-cash deemed dividend of approximately $31,000 equal to difference in the aggregated fair value of these warrants on the measurement dates as calculated using the Black-Scholes model. For the three and six months ended August 31, 2017, in connection with the 2017 Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 162,486 shares of common stock. These placement agent warrants were issued between June 23, 2017 and August 3, 2017, are exercisable at $1.27 per share and expire between June 22, 2022 and August 2, 2022. These placement agent warrants vest immediately. The fair value of these warrants was determined to be approximately $185,000, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.78 %; (2) an expected term of 5.0 years; (3) an expected volatility of 130%; and (4) zero expected dividends. The following table summarizes common stock purchase warrants issued and outstanding: Warrants Weighted average exercise price Weighted average exercise Aggregate intrinsic value Aggregate intrinsic Weighted average remaining contractual life (years) Outstanding at February 28, 2017 2,698,694 $ 5.11 $ - 4.21 Granted: 237,486 1.82 - Cancelled/Expired/Exercised: (4,671 ) 31.50 - Outstanding at August 31, 2017 2,931,509 $ 4.56 $ - 3.81 Warrants exercisable at August 31, 2017 are: Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 3.04 119,429 $ 0.91 43,636 3.45 43,636 $ 1.27 162,486 4.83 162,486 $ 2.00 581,893 4.06 581,893 $ 3.00 1,653,974 4.19 1,653,974 $ 8.25 9,134 2.99 9,134 $ 10.50 126,978 2.6 126,978 $ 15.00 556 2.75 556 $ 18.75 695 2.75 695 $ 22.50 209,754 0.88 209,754 $ 31.50 21,241 1.07 21,241 $ 37.50 1,733 0.37 1,733 $ 4.56 2,931,509 3.81 2,931,509 |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Aug. 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 August 31, 2016, the Company recognized approximately $153,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $125,000 and accrued interest expense of approximately $28,000. Additionally, the Company recognized a gain of approximately $294,000 in the three months ended August 31, 2016 due to the change in estimated fair value of the Voluntary Exchange provision. During the six months ended August 31, 2016, the Company recognized approximately $291,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $239,000 and accrued interest expense of approximately $52,000. Additionally, the Company recognized a gain of approximately $265,000 in the six months ended August 31, 2016 due to the change in estimated fair value of the Voluntary Exchange provision. 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 the Additional 2016 Unit 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 August 31, 2016, the Company recognized approximately $ 248,000 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of approximately $217,000 in the three months ended August 31, 2016 due to the change in estimated fair value of the OID Note Voluntary Exchange provision. During the six months ended August 31, 2016, the Company recognized approximately $ 414,000 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of approximately $191,000 in the six months ended August 31, 2016 due to the change in estimated fair value of the OID Note Voluntary Exchange provision. 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. The Convertible Note is convertible into shares of common stock at $2.00 per share and accrues interest at a rate of 10% per annum. The Convertible Note matured on September 30, 2017 and provides for a 10 business day cure period that expires on October 16, 2017. The Company is currently in the process of negotiating an extension of the maturity date of the Convertible Note with the holder thereof, which we expect will be finalized shortly. In the event we do not reach an agreement with the noteholder to extend the maturity date of the Convertible Note, the noteholder may exercise its default rights. There can be no assurance that we will be able to raise additional debt or equity financing in an amount sufficient to enable us to retire these obligations and meet our other obligations. Following the expiration of the cure period, the noteholder may bring suit against us and foreclose on all of our assets and business by reason of our default. During the six months ended August 31, 2017, the Company recognized approximately $60,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $10,000 and accrued interest expense of approximately $50,000. The following table summarizes the notes payable: Convertible Note Debt, Payable Discount Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ 989,086 Amortization of debt discount - 9,338 9,338 August 31, 2017 balance $ 1,000,000 $ (1,576 ) $ 998,424 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Aug. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | In accordance with ASC 820, Fair Value Measurements, financial instruments were measured at fair value using a three-level hierarchy which maximizes use of observable inputs and minimizes use of unobservable inputs: ● 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 August 31, 2017 and February 28, 2017, the warrant liability balance was classified as Level 3 instruments. Derivative Warrant Liability 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 (78,024 ) (18,832 ) (442,816 ) (539,672 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at August 31, 2017 $ 79,180 $ 16,858 $ - $ 96,038 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. The exercise price of the Series B Warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the Series B Warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $17,000 and $36,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) a stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.39% and 1.50%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 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. The exercise price of this warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $25,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.43% and 1.57%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 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. The exercise price of this warrant was adjusted to $2.20 per share during the year ended February 28, 2017 and subsequently adjusted to $0.91 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $26,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.50% and 1.68%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 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. The exercise price of these warrants were adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of these warrants at May 31, 2017 and February 28, 2017 was determined to be approximately $22,000 and $44,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.50% and 1.68%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 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. The exercise price of these warrants were adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of these warrants at August 31, 2017 and February 28, 2017 was determined to be approximately $6,000 and approximately $11,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017, and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.51% and 1.69%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 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 | 6 Months Ended |
Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | Equipment consists of the following: Estimated Useful Lives August 31, 2017 February 28, 2017 Research equipment 7 years $ 630,170 $ 601,720 Computer equipment 5 years 78,149 78,149 708,319 679,869 Accumulated depreciation and amortization (309,537 ) (265,234 ) Equipment, net $ 398,782 $ 414,635 Depreciation and amortization expense was approximately $22,000 and approximately $24,000 for the three months ended August 31, 2017 and August 31, 2016, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $21,000 and approximately $20,000 for the three months ended August 31, 2017 and August 31, 2016, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $1,000 and approximately $4,000 for the three months ended August 31, 2017 and August 31, 2016, respectively. Depreciation and amortization expense was approximately $44,000 and approximately $48,000 for the six months ended August 31, 2017 and August 31, 2016, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $41,000 and approximately $40,000 for the six months ended August 31, 2017 and August 31, 2016, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $3,000 and approximately $7,000 for the six months ended August 31, 2017 and August 31, 2016, respectively. |
LICENSE AGREEMENTS AND COMMITME
LICENSE AGREEMENTS AND COMMITMENTS | 6 Months Ended |
Aug. 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 August 31, 2017. We are required to make payments of $100,000 in 2018 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 have satisfied all license maintenance payments due through August 31, 2017. 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. 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 August 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 August 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. On July 26, 2017, we entered into an amendment to the second lease amendment for the Boston Property (the “Second Boston Lease Amendment”). The Second Boston Lease Amendment extended the term (the “Second Extension Period”) for five years from September 1, 2017 through August 31, 2022. Monthly basic rent payments are approximately $23,000 for the first year of the Second Extension Period, approximately $24,000 for the second year of the Second Extension Period, approximately $25,000 for the third year of the Second Extension Period, approximately $25,000 for the fourth year of the Second Extension Period, and approximately $26,000 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. The term of the lease is month-to-month and may be terminated upon 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. Effective December 1, 2015, we amended our lease agreement for the short-term office space in New York, NY. The term of the lease remains month-to-month and may still be terminated with twenty-one (21) days’ notice. The basic rent payment increased to $2,400 per month and we paid an additional $1,500 security deposit in connection with the amended lease. |
LICENSE AGREEMENT WITH ASET THE
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | 6 Months Ended |
Aug. 31, 2017 | |
Notes to Financial Statements | |
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | Effective August 31, 2016, the Company and ASET Therapeutics, LLC (“ASET”) entered into a mutual release of claims with respect to the termination of the Memorandum of Understanding dated July 14, 2014, as amended, the License and Development and Commercialization Agreement dated November 25, 2014 and all other related documents and agreements. The Company assessed the collectability of its notes receivable in connection with two past due promissory notes of ASET in the aggregate principal amount of $125,000 held by the Company (the “ASET Notes”). The Company determined that the probability of repayment of the ASET Notes had decreased significantly and were to be written off. On August 30, 2016, the Company entered into a sale and assignment agreement with a non-affiliated shareholder, whereby the Company sold the ASET Notes for gross proceeds of $12,500. The Company recorded a loss on sale of notes receivable of approximately $113,000 for the three and six months ended August 31, 2016. |
COLLABORATIVE AND OTHER RELATIO
COLLABORATIVE AND OTHER RELATIONSHIPS | 6 Months Ended |
Aug. 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 was extended by the parties through December 22, 2017. 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 and six months ended August 31, 2017, the Company recorded approximately $249,000 and $362,000 in deferred research and development reimbursement, and, at August 31, 2017, the Company had a deferred research and development reimbursement amount of approximately $205,000. The Company will recognize deferred research and development reimbursement for each subsequent milestone in the period in which the milestone is achieved. As of August 31, 2017, three of four milestones have been successfully achieved, and the Company has received aggregate milestone payments of approximately $876,000 or 90% of the total, of which approximately $389,000 was received during the three and six months ended August 31, 2017. 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Aug. 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 condition that have not been met at the end of the period are excluded from the computation of the weighted average shares. As of August 31, 2017 and 2016, 11,536 and 10,417 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, shares issuable from convertible securities, and unvested restricted shares. When dilutive, warrants classified as liabilities 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 periods ended August 31, 2017, and 2016, the liability warrants were not dilutive. In computing diluted loss per share for the periods ended August 31, 2017 and 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: August 31, August 31, 2017 2016 Stock options 961,474 1,263,309 Warrants 2,931,509 1,142,532 Preferred stock 4,469,177 1,888,552 Convertible debt 533,150 - Total 8,895,310 4,294,393 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Issuance of Stock Options On October 11, 2017, we issued options to purchase an aggregate of 21,000 shares of common stock at $0.89 per share to employees. These options expire on October 11, 2027 and are subject to time-based vesting. On October 11, 2017, we issued options to purchase an aggregate of 360,000 shares of common stock at $0.89 per share to consultants. These options expire on October 11, 2027 and are subject to time-based and milestone-based vesting. Issuance of Restricted Stock Units On October 11, 2017, we issued 100,000 restricted stock units (“RSU’s”) to non-executive board members. These RSU’s vest quarterly for active service and settle on the 5th anniversary of issuance, unless accelerated due to departure from our board of directors or a change of control. Employment Agreement with Douglas A. Hamilton Effective as of October 11, 2017, we have agreed to enter into an employment agreement with Douglas A. Hamilton to serve as our president and chief executive officer for a term of two years. The employment agreement to be entered into with Mr. Hamilton will provide for a base salary of $260,000 and an annual milestone bonus, at the sole discretion of the board of directors and the compensation committee, 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 of directors or compensation committee. The employment agreement will be terminable by either party at any time. In the event of termination by the Company without cause or by Mr. Hamilton for good reason not in connection with a change of control, as those terms will be defined in the agreement, he will be entitled to six months’ severance. In the event of termination by the Company without cause or by Mr. Hamilton for good reason in connection with a change of control, as those terms are defined in the agreement, he will be entitled to twelve months’ severance. The employment agreement will contain standard confidential and proprietary information, and one-year non-competition and non-solicitation provisions. Additionally, our board of directors awarded Mr. Hamilton a bonus of $153,500 and issued Mr. Hamilton 200,000 RSU’s. These RSU’s are fully vested and settle on the 5th anniversary of issuance, unless accelerated due to termination or departure from the Company or a change of control. |
DESCRIPTION OF BUSINESS AND G19
DESCRIPTION OF BUSINESS AND GOING CONCERN (Policies) | 6 Months Ended |
Aug. 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 August 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 $27.4 million as of August 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. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Stock Options Tables | |
Weighted average inputs to the Black-Scholes model used to value the stock options granted | August 31, August 31, 2017 2016 Expected volatility 1.29% 98.98 – 102.74 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.95% 0.97% – 1.65 % Expected Term 6.01 years 5.47 years |
Common stock options issued and outstanding | Options 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: (60,000 ) $ 8.25 $ - - Outstanding and expected to vest at August 31, 2017 961,474 $ 5.40 $ - 8.49 Exercisable at August 31, 2017 349,892 $ 9.62 $ - 7.76 |
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) 178,888 $ 2.00 8.85 301,112 $ 2.00 8.85 16668 $ 2.19 8.74 83,332 $ 2.19 8.74 1,083 $ 3.00 9.23 174,917 $ 3.00 9.43 30,000 $ 3.55 8.43 - $ 3.55 - 1,068 $ 8.10 7.42 - 8.10 - 20,000 $ 8.25 7.80 40,000 $ 8.25 7.80 41,434 $ 10.20 4.35 - $ 10.20 - 3,334 $ 11.25 7.72 3,333 $ 11.25 7.72 11,112 $ 16.50 7.13 8,888 $ 16.50 7.13 8,068 $ 22.50 7.42 - $ 22.50 - 38,237 $ 48.75 5.60 - $ 48.75 - 349,892 $ 9.62 7.76 611,582 $ 2.98 8.90 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Warrants Tables | |
Warrants issued and outstanding | Warrants Weighted average exercise price Weighted average exercise Aggregate intrinsic value Aggregate intrinsic Weighted average remaining contractual life (years) Outstanding at February 28, 2017 2,698,694 $ 5.11 $ - 4.21 Granted: 237,486 1.82 - Cancelled/Expired/Exercised: (4,671 ) 31.50 - Outstanding at August 31, 2017 2,931,509 $ 4.56 $ - 3.81 |
Warrants exercisable | Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 3.04 119,429 $ 0.91 43,636 3.45 43,636 $ 1.27 162,486 4.83 162,486 $ 2.00 581,893 4.06 581,893 $ 3.00 1,653,974 4.19 1,653,974 $ 8.25 9,134 2.99 9,134 $ 10.50 126,978 2.6 126,978 $ 15.00 556 2.75 556 $ 18.75 695 2.75 695 $ 22.50 209,754 0.88 209,754 $ 31.50 21,241 1.07 21,241 $ 37.50 1,733 0.37 1,733 $ 4.56 2,931,509 3.81 2,931,509 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Note Payable Tables | |
Summary of notes payable | Convertible Note Debt, Payable Discount Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ 989,086 Amortization of debt discount - 9,338 9,338 August 31, 2017 balance $ 1,000,000 $ (1,576 ) $ 998,424 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Aug. 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 (78,024 ) (18,832 ) (442,816 ) (539,672 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at August 31, 2017 $ 79,180 $ 16,858 $ - $ 96,038 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Estimated Useful Lives August 31, 2017 February 28, 2017 Research equipment 7 years $ 630,170 $ 601,720 Computer equipment 5 years 78,149 78,149 708,319 679,869 Accumulated depreciation and amortization (309,537 ) (265,234 ) Equipment, net $ 398,782 $ 414,635 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Anti-dilutive securities | August 31, August 31, 2017 2016 Stock options 961,474 1,263,309 Warrants 2,931,509 1,142,532 Preferred stock 4,469,177 1,888,552 Convertible debt 533,150 - Total 8,895,310 4,294,393 |
DESCRIPTION OF BUSINESS AND G26
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | |
Aug. 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 | $ (27,358,007) | $ (26,318,885) |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Aug. 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 |
Dividend payable | $ 16,000 | $ 16,000 |
Liquidation preference | $ 1,200,000 | $ 1,190,000 |
EQUITY ISSUANCES (Details Narra
EQUITY ISSUANCES (Details Narrative) - shares | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Equity [Abstract] | ||
Common stock issued for services | 100,000 | 25,000 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Option [Member] | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Expected volatility, minimum | 98.98% | |
Expected volatility, maximum | 102.74% | |
Expected volatility | 129.00% | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.97% | |
Risk-free interest rate, maximum | 1.65% | |
Risk-free interest rate | 195.00% | |
Expected Term | 6 years 3 days | 5 years 5 months 19 days |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - Option [Member] | 6 Months Ended |
Aug. 31, 2017USD ($)$ / sharesshares | |
Options Outstanding | |
Outstanding at Beginning of Period | shares | 966,474 |
Granted | shares | 55,000 |
Expired and Forfeited | shares | (60,000) |
Outstanding and expected to vest at End of Period | shares | 961,474 |
Options exercisable | shares | 349,892 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ / shares | $ 5.71 |
Granted | $ / shares | 3 |
Expired and Forfeited | $ / shares | 8.25 |
Outstanding and expected to vest at End of Period | $ / shares | 5.40 |
Exercisable at End of period | $ / shares | $ 9.62 |
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 5 months 26 days |
Exercisable at End of period | 7 years 9 months 4 days |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - Option [Member] | 6 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Options exercisable | shares | 349,892 |
Exercise Price | $ / shares | $ 9.62 |
Weighted Average Remaining Life (years) | 7 years 9 months 4 days |
Weighted Average Remaining Life (years) | 8 years 10 months 24 days |
Exercisable | Exercise Price 1 | |
Options exercisable | shares | 178,888 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 8 years 10 months 6 days |
Exercisable | Exercise Price 2 | |
Options exercisable | shares | 16,668 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 8 years 8 months 27 days |
Exercisable | Exercise Price 4 | |
Options exercisable | shares | 30,000 |
Exercise Price | $ / shares | $ 3.55 |
Weighted Average Remaining Life (years) | 8 years 5 months 5 days |
Exercisable | Exercise Price 5 | |
Options exercisable | shares | 1,068 |
Exercise Price | $ / shares | $ 8.1 |
Weighted Average Remaining Life (years) | 7 years 5 months 1 day |
Exercisable | Exercise Price 6 | |
Options exercisable | shares | 20,000 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 7 years 9 months 18 days |
Exercisable | Exercise Price 7 | |
Options exercisable | shares | 41,434 |
Exercise Price | $ / shares | $ 10.2 |
Weighted Average Remaining Life (years) | 4 years 4 months 6 days |
Exercisable | Exercise Price 8 | |
Options exercisable | shares | 3,334 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 7 years 8 months 19 days |
Exercisable | Exercise Price 9 | |
Options exercisable | shares | 11,112 |
Exercise Price | $ / shares | $ 16.5 |
Weighted Average Remaining Life (years) | 7 years 1 month 17 days |
Exercisable | Exercise Price 10 | |
Options exercisable | shares | 8,068 |
Exercise Price | $ / shares | $ 22.5 |
Weighted Average Remaining Life (years) | 7 years 5 months 1 day |
Exercisable | Exercise Price 11 | |
Options exercisable | shares | 38,237 |
Exercise Price | $ / shares | $ 48.75 |
Weighted Average Remaining Life (years) | 5 years 7 months 6 days |
Exercisable | Exercise Price 3 | |
Options exercisable | shares | 1,083 |
Exercise Price | $ / shares | $ 3 |
Unexercisable | Exercise Price 1 | |
Number of Options | shares | 301,112 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 8 years 10 months 6 days |
Unexercisable | Exercise Price 2 | |
Number of Options | shares | 83,332 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 8 years 8 months 27 days |
Unexercisable | Exercise Price 4 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 3.55 |
Unexercisable | Exercise Price 5 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 8.1 |
Unexercisable | Exercise Price 6 | |
Number of Options | shares | 40,000 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 7 years 9 months 18 days |
Unexercisable | Exercise Price 7 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 10.2 |
Unexercisable | Exercise Price 8 | |
Number of Options | shares | 3,333 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 7 years 8 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 1 month 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 |
Unexercisable | Exercise Price 3 | |
Number of Options | shares | 174,917 |
Exercise Price | $ / shares | $ 3 |
Weighted Average Remaining Life (years) | 9 years 5 days |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Stock based compensation expense | $ 38,000 | $ 243,000 | $ 133,896 | $ 362,326 |
General and Administrative Expense [Member] | ||||
Stock based compensation expense | 24,000 | 200,000 | (89,000) | 288,000 |
Research and Development Expense [Member] | ||||
Stock based compensation expense | $ 14,000 | $ 43,000 | $ 30,000 | $ 60,000 |
WARRANTS (Details)
WARRANTS (Details) - Stock Warrants [Member] | 6 Months Ended |
Aug. 31, 2017USD ($)$ / sharesshares | |
Warrants Outstanding | |
Outstanding at Beginning of Period | shares | 2,698,694 |
Granted | shares | 237,486 |
Cancelled/Expired/Exercised | shares | (4,671) |
Outstanding at End of Period | shares | 2,931,509 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ / shares | $ 5.11 |
Granted | $ / shares | 1.82 |
Cancelled/Expired/Exercised | $ / shares | 31.50 |
Outstanding at End of Period | $ / shares | $ 4.56 |
Average Intrensic Value | |
Outstanding at Beginning of Period | $ | $ 0 |
Issued | $ | 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 9 months 22 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] | 6 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Exercise prices | $ / shares | $ 4.56 |
Number of shares | 2,931,509 |
Weighted average remaining life (years) | 3 years 9 months 22 days |
Exercisable number of shares | 2,931,509 |
Exercise Price 1 | |
Exercise prices | $ / shares | $ 0.83 |
Number of shares | 119,429 |
Weighted average remaining life (years) | 3 years 14 days |
Exercisable number of shares | 119,429 |
Exercise Price 2 | |
Exercise prices | $ / shares | $ 0.91 |
Number of shares | 43,636 |
Weighted average remaining life (years) | 3 years 5 months 12 days |
Exercisable number of shares | 43,636 |
Exercise Price 3 | |
Exercise prices | $ / shares | $ 1.27 |
Number of shares | 162,486 |
Weighted average remaining life (years) | 4 years 9 months 29 days |
Exercisable number of shares | 162,486 |
Exercise Price 4 | |
Exercise prices | $ / shares | $ 2 |
Number of shares | 581,893 |
Weighted average remaining life (years) | 4 years 22 days |
Exercisable number of shares | 581,893 |
Exercise Price 5 | |
Exercise prices | $ / shares | $ 3 |
Number of shares | 1,653,974 |
Weighted average remaining life (years) | 4 years 2 months 8 days |
Exercisable number of shares | 1,653,974 |
Exercise Price 6 | |
Exercise prices | $ / shares | $ 8.25 |
Number of shares | 9,134 |
Weighted average remaining life (years) | 2 years 11 months 26 days |
Exercisable number of shares | 9,134 |
Exercise Price 7 | |
Exercise prices | $ / shares | $ 10.5 |
Number of shares | 126,978 |
Weighted average remaining life (years) | 2 years 7 months 10 days |
Exercisable number of shares | 126,978 |
Exercise Price 8 | |
Exercise prices | $ / shares | $ 15 |
Number of shares | 556 |
Weighted average remaining life (years) | 2 years 9 months |
Exercisable number of shares | 556 |
Exercise Price 9 | |
Exercise prices | $ / shares | $ 18.75 |
Number of shares | 695 |
Weighted average remaining life (years) | 2 years 9 months |
Exercisable number of shares | 695 |
Exercise Price 10 | |
Exercise prices | $ / shares | $ 22.5 |
Number of shares | 209,754 |
Weighted average remaining life (years) | 10 months 17 days |
Exercisable number of shares | 209,754 |
Exercise Price 11 | |
Exercise prices | $ / shares | $ 31.5 |
Number of shares | 21,241 |
Weighted average remaining life (years) | 1 year 25 days |
Exercisable number of shares | 21,241 |
Exercise Price 12 | |
Exercise prices | $ / shares | $ 37.5 |
Number of shares | 1,733 |
Weighted average remaining life (years) | 4 months 13 days |
Exercisable number of shares | 1,733 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) | 6 Months Ended |
Aug. 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 | 9,338 |
Note payable, end of period | (1,576) |
NotePayable Net [Member] | |
Note Payable | |
Note Payable, beginning of period | 989,086 |
Amortization of debt discount | 9,338 |
Note payable, end of period | $ 998,424 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2017USD ($) | Aug. 31, 2017USD ($) | |
Amortization of debt discount | $ 0 | |
Promissory Note | ||
Note interest expense | $ 30,000 | 60,000 |
Amortization of debt discount | 5,000 | 10,000 |
Accrued interest | $ 50,000 | $ 50,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 6 Months Ended |
Aug. 31, 2017USD ($) | |
Promissory Note | |
Fair value of Level 3 derivative warrant liability, beginning of period | $ 157,204 |
Change in fair value: | (78,024) |
Reclassification | 0 |
Fair value at end of period | 79,180 |
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: | (18,832) |
Reclassification | 0 |
Fair value at end of period | 16,858 |
Warrants [Member] | |
Fair value of Level 3 derivative warrant liability, beginning of period | 2,106,972 |
Change in fair value: | (539,672) |
Reclassification | (1,471,262) |
Fair value at end of period | $ 96,038 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Aug. 31, 2017 | Feb. 28, 2017 | |
Equipment, gross | $ 708,319 | $ 679,869 |
Accumulated depreciation and amortization | (309,537) | (265,234) |
Equipment, net | $ 398,782 | 414,635 |
Research Equipment [Member] | ||
Estimated useful life | 7 years | |
Equipment, gross | $ 630,170 | 601,720 |
Computer Equipment [Member] | ||
Estimated useful life | 5 years | |
Equipment, gross | $ 78,149 | $ 78,149 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Depreciation | $ 22,000 | $ 24,000 | $ 44,303 | $ 47,532 |
Research and Development Expense [Member] | ||||
Depreciation | 21,000 | 20,000 | 41,000 | 40,000 |
General and Administrative Expense [Member] | ||||
Depreciation | $ 1,000 | $ 4,000 | $ 3,000 | $ 7,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Anti-dilutive securities | 8,895,310 | 4,294,393 |
Stock Options [Member] | ||
Anti-dilutive securities | 961,474 | 1,263,309 |
Warrants [Member] | ||
Anti-dilutive securities | 2,931,509 | 1,142,532 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 4,469,177 | 1,888,552 |
Convertible Debt [Member] | ||
Anti-dilutive securities | 533,150 | 0 |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Anti-dilutive securities | 8,895,310 | 4,294,393 |
Stock Options [Member] | ||
Anti-dilutive securities | 961,474 | 1,263,309 |
Warrants [Member] | ||
Anti-dilutive securities | 2,931,509 | 1,142,532 |
Convertible Debt [Member] | ||
Anti-dilutive securities | 533,150 | 0 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 4,469,177 | 1,888,552 |