MetaStat (MTST) 10-Q 16 Jan 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Nov. 30, 2017	Jan. 12, 2018
Document And Entity Information
Entity Registrant Name	MetaStat, Inc.
Entity Central Index Key	1,404,943
Document Type	10-Q
Document Period End Date	Nov. 30, 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	Q3
Document Fiscal Year Focus	2,018
Trading symbol	MTST

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Nov. 30, 2017	Feb. 28, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 781,768	$ 782,707
Prepaid expenses	71,705	20,856
Total Current Assets	853,473	803,563
Equipment (net of accumulated depreciation of $331,114 and $265,234, respectively)	377,205	414,635
Refundable deposits	43,600	43,600
TOTAL ASSETS	1,274,278	1,261,798
Current liabilities
Accounts payable	423,314	572,195
Accrued expenses	344,776	179,680
Deferred research and development reimbursement	24,867	177,517
Convertible note payable (net of debt discount of $0 and $10,914, respectively)	1,000,000	989,086
Accrued interest payable	94,574	15,890
Accrued dividends on Series B Preferred Stock	16,595	15,638
Total Current Liabilities	1,904,126	1,950,006
Deferred rent liability	48,706
Warrant liability	83,859	2,106,972
TOTAL LIABILITIES	2,036,691	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 November 30, 2017 and February 28, 2017, respectively)	568	471
Additional Paid-in-capital	27,765,338	23,523,140
Accumulated deficit	(28,528,349)	(26,318,885)
Total stockholders' deficit	(762,413)	(2,795,180)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,274,278	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 ($)	Nov. 30, 2017	Feb. 28, 2017
Accumulated depreciation	$ 331,114	$ 265,234
Convertible debentures, discount	$ 0	$ 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		9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 23,300	$ 0
Total revenue	0	0	23,300	0
Operating Expenses
General & administrative	752,807	535,860	1,783,040	1,707,390
Research & development	400,084	182,549	912,435	809,840
Total Operating Expenses	1,152,891	718,409	2,695,475	2,517,230
Other Expenses (Income)
Interest expense	29,850	274,910	89,693	981,546
Other income, net	(220)	(4,621)	(553)	(4,672)
Change in fair value of warrant liability	(12,179)	(755,026)	(551,851)	(816,775)
Change in fair value of embedded put option in notes payable	0	(157,617)	0	(614,484)
Loss on sale of notes receivable	0	0	0	112,500
Loss on extinguishment of debt	0	1,248,745	0	1,248,745
Loss on settlement of accounts payable	0	61,940	0	61,940
Total Other Expenses (Income)	17,451	668,331	(462,711)	968,800
NET LOSS	(1,170,342)	(1,386,740)	(2,209,464)	(3,486,030)
Net loss	(1,170,342)	(1,386,740)	(2,209,464)	(3,486,030)
Deemed dividend on Series B Preferred Stock issuance	0	0	0	(708,303)
Accrued dividends on Series B Preferred Stock	(24,730)	(49,300)	(72,744)	(196,194)
Deemed Dividend to Series B Preferred Stockholders for exchange of warrants	0	(2,311,241)	0	(2,340,552)
Deemed dividend related to warrants exercise price modification	0	0	(31,139)	0
Loss attributable to common shareholders	$ (1,195,072)	$ (3,747,281)	$ (2,313,347)	$ (6,731,079)
Net loss per share attributable to common shareholders, basic and diluted	$ (.21)	$ (1.16)	$ (.44)	$ (2.81)
Weighted average of shares, basic and diluted	5,777,937	3,225,111	5,259,190	2,397,028

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (2,209,464)	$ (3,486,030)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	65,880	71,401
Share-based compensation	440,087	495,024
Loss on sale of note receivable	0	112,500
Loss on settlement of accounts payable	0	61,940
Amortization of debt discount	10,914	899,296
Loss on extinguishment of debt	0	1,248,745
Change in fair value of warrant liability	(551,851)	(816,775)
Change in fair value of embedded put option in notes payable	0	(614,484)
Net changes in assets and liabilities
Prepaid expenses and other current assets	(50,849)	139,561
Accounts payable, accrued expenses and deferred rent liability	88,578	137,860
Deferred research and development reimbursement	(152,650)	411,855
Interest payable	78,684	80,000
Net cash used in operating activities	(2,280,671)	(1,259,107)
Cash Flows from Investing Activities
Purchase of equipment	(28,450)	(2,074)
Proceeds from sale of notes receivable	0	12,500
Net cash (used in) provided by investing activities	(28,450)	10,426
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	2,746,688
Payment of non-convertible debt	0	(8,000)
Payment of short-term debt	0	(126,990)
Net Cash provided by Financing Activities	2,308,182	2,734,488
Net (decrease) increase in cash and cash equivalents	(939)	1,485,807
Cash at the beginning of the period	782,707	363,783
Cash at the end of the period	781,768	1,849,590
Supplemental Disclosure of Non-Cash Financing Activities
Warrant liability associated with note payable	0	15,225
Deemed dividend related to Series B preferred stock BCF adjustment for conversion price adjustment	0	708,303
Deemed dividend to Series B Preferred stockholders upon exercising Most Favored Nation option	0	2,340,552
Deemed dividend related to warrants exercise price modification	31,139	0
Series B Preferred PIK dividend	71,787	168,945
Series B preferred stock accrued dividends	72,744	196,194
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	158,937
Issuance of common stock and warrants in exchange of notes payable	0	2,326,321
Financing of insurance premium through notes payable	0	158,400
Issuance of common stock, preferred stock and warrants in exchange for accrued Series B preferred stock dividends	0	67,900
Issuance of warrants in connection with OID Notes amendment	0	44,095
Warrants issued to placement agents	$ 185,063	$ 278,223

DESCRIPTION OF BUSINESS AND GOI

DESCRIPTION OF BUSINESS AND GOING CONCERN	9 Months Ended
	Nov. 30, 2017
Description Of Business And Going Concern
DESCRIPTION OF BUSINESS AND GOING CONCERN	MetaStat, Inc. (“we,” “us,” “our,” the “Company,” or “MetaStat”) is a precision medicine 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 November 30, 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 $28.5 million as of November 30, 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.

CAPITAL STOCK

CAPITAL STOCK	9 Months Ended
	Nov. 30, 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 the Series A 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 November 30, 2017 and February 28, 2017, the dividends payable to the holders of the Series B Preferred Stock amounted to approximately $17,000 and $16,000, respectively. During the three and nine months ended November 30, 2017, the Company issued 4.4371 and 13.0520 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $24,000 and $72,000, respectively. During the three and nine months ended November 30, 2016, the Company issued 4.0092 and 30.7170 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $23,000 and $169,000, 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, Series A-2 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 November 30, 2017 and February 28, 2017, the value of the liquidation preference of the Series B Preferred Stock aggregated to approximately $1.26 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 Stockholders 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	9 Months Ended
	Nov. 30, 2017
Equity [Abstract]
EQUITY ISSUANCES	Common stock financing – the 2016 Unit Private Placement During the nine months ended November 30, 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 “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 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 nine months ended November 30, 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 During the nine months ended November 30, 2016, the Company and one Series B Preferred Stock shareholder (the “Exchange Purchaser”) entered into an exchange agreement (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 nine months ended November 30, 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. Common stock financing – Additional 2016 Unit Private Placement During the nine months ended November 30, 2016, the Company entered into a subscription agreement (the “Additional 2016 Unit Subscription Agreement”) pursuant to a private placement (the “Additional 2016 Unit Private Placement”) whereby the Company issued units for an offering price of $10,000 per unit, with each unit consisting of (i) 5,000 shares of its common stock at an effective price of $2.00 per share (the “Effective Price”), and (ii) five-year warrants (the “Additional Unit Warrants”) to purchase 2,500 shares of common stock at an exercise price of $3.00 per share. Pursuant to the Additional 2016 Subscription Agreement, for the benefit of certain investors that would be deemed to have beneficial ownership in excess of 4.99% or 9.99%, the Company issued shares of Series A-2 Preferred Stock in lieu of issuing shares of common stock to such investors. Pursuant to the Additional 2016 Unit 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 Additional Unit Warrants. The Price Protection provision expired in April 2017. During the nine months ended November 30, 2016, the Company issued an aggregate of 8.75 units consisting of an aggregate of 43,750 shares of common stock and Additional Unit Warrants to purchase 21,875 shares of common stock 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 Unit Warrants but without the Price Protection provision. During the three and nine months ended November 30, 2016, the Company issued an aggregate of 251.5 units consisting of an aggregate of 774,500 shares of common stock, 48,300 shares of Series A-2 Preferred Stock convertible into 483,000 shares of common stock, and Additional Unit Warrants to purchase 628,750 shares of common stock, for an aggregate purchase price of approximately $2.5 million. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $2.3 million. Additionally, the Company issued an aggregate of 108,958 placement agent warrants in substantially the same form as the Additional Unit Warrants but without the Price Protection provision. Exchange of Payables – the Company Payable Exchange In October 2016, the Company entered into the Additional 2016 Subscription Agreement with certain accredited vendors of the Company in connection with the exchange (the “Company Payable Exchange”) of an aggregate of $65,000 of accounts payable into the Additional 2016 Unit Private Placement. Pursuant to the Company Payable Exchange, the Company issued an aggregate of 6.5 units consisting of an aggregate of 32,500 shares of common stock, and Additional Unit Warrants to purchase 16,250 shares of common stock, for the cancellation of $65,000 of accounts payable in the aggregate. As a result of the Company Payable Exchange, the Company recognized a loss of approximately $62,000. Exchange of Promissory Note – the Promissory Note Exchange In October 2016, the Company entered into the Additional 2016 Subscription Agreement with the holder of the Promissory Note (the “Noteholder”) in connection with the exchange (the “Promissory Note Exchange”) of $600,000 principal amount of Promissory Notes plus $48,000 of accrued and unpaid interest into the Additional 2016 Unit Private Placement. In connection with the Promissory Note Exchange, we issued 64.8 units consisting of 230,000 shares of common stock, 9,400 shares of Series A-2 Preferred, convertible into 94,000 shares of common stock, and Additional Unit Warrants to purchase 162,000 shares of common stock in exchange for the cancellation of $600,000 principal amount plus $48,000 of accrued and unpaid interest of the Promissory Note (See Note 6). Exchange of OID Notes – the OID Note Exchange In October 2016, the Company entered into the Additional 2016 Subscription Agreement with certain holders of OID Notes (the “OID Noteholders”) in connection with the exchange (the “OID Note Exchange”) of an aggregate of $553,000 principal amount of OID Notes (the “OID Exchange Amount”) into the Additional 2016 Unit Private Placement. In connection with the OID Note Exchange, we issued an aggregate of 55.3 units consisting of 210,500 shares of common stock, 6,600 shares of Series A-2 Preferred, convertible into 66,000 shares of common stock and Additional Unit Warrants to purchase 138,250 shares of common stock in exchange for the cancellation of $553,000 of OID Notes (See Note 6). Most Favored Nation Exchange – the Additional 2016 MFN Exchange In October 2016, the Company and certain Series B Preferred Stockholders (the “Additional Exchange Purchasers”) entered into exchange agreements (the “Exchange Agreements”) whereby the Additional Exchange Purchasers elected to exercise their Most Favored Nation exchange rights into the securities offered pursuant to the Additional 2016 Unit Private Placement (the “Additional MFN Exchange”). Accordingly, the Additional Exchange Purchasers tendered all of their 460.6480 shares of Series B Preferred Stock and approximately $68,000 of accrued and unpaid dividends for an aggregate exchange amount of approximately $2.6 million, plus 208,027 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 1,238,339 shares of common stock, 6,240.8 shares of Series A-2 Preferred Stock convertible into 62,408 shares of common stock, and Additional Unit Warrants to purchase 650,381 shares of common stock. Additionally, the parties entered into a joinder agreement, and the Exchange Purchasers were granted all rights and benefits under the Additional 2016 Unit Private Placement financing agreements. The Company analyzed and determined that the Additional 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 Additional MFN Exchange. For the three and nine months ended November 30, 2016, the Company recorded a non-cash deemed dividend to Additional Paid-in Capital of approximately $2.3 million and approximately $2.3 million, respectively, in connection with the Additional MFN Exchange equal to the excess fair value of the shares of common stocks, shares of Series A-2 Preferred Stock and Additional Unit Warrants received over the carrying value of the shares of Series B Preferred Stock and exchanged Series A Warrants. Accounting for the Price Protection Provision The Company analyzed the Price Protection provision for embedded derivatives that require bifurcation. In connection with the potential issuance of additional warrants, the Company concluded that the freestanding Additional Unit 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 will be measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. The Price Protection provision expired in April 2017, resulting in the reclassification of these warrants to equity (See Note 5). Common stock financing – the 2017 Common Stock Private Placement During the nine months ended November 30, 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 nine months ended November 30, 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 nine months ended November 30, 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 nine months ended November 30, 2016. During the nine months ended November 30, 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 nine months ended November 30, 2017. Issuances of restricted stock units During the three and nine months ended November 30, 2017, the Company issued 200,000 restricted stock units to its President and Chief Executive Officer. Each restricted stock unit represents a right to receive, at settlement, one share of common stock. These restricted stock units were granted on October 11, 2017 and were vested immediately. These restricted stock units settle on the October 11, 2020, unless accelerated due to departure from the Company or a change of control. The fair value of these restricted stock units amounted to approximately $178,000 on the grant date. The Company recognized approximately $89,000 into general and administrative expense during the three and nine months ended November 30, 2017, and approximately $89,000 into research and development expense during the three and nine months ended November 30, 2017. During the three and nine months ended November 30, 2017, the Company issued an aggregate of 100,000 restricted stock units to members of the Board. Each restricted stock unit represents a contingent right to receive, at settlement, one share of common stock. These restricted stock units were granted on October 11, 2017 and will vest in equal quarterly installments for active service over a twelve-month period. These restricted stock units settle on the October 11, 2020, unless accelerated due to departure from the Company or a change of control. The fair value of these restricted stock units amounted to approximately $89,000 on the grant date. The Company recognized approximately $26,000 into general and administrative expense during the three and nine months ended November 30, 2017.

STOCK OPTIONS

STOCK OPTIONS	9 Months Ended
	Nov. 30, 2017
Stock Options
STOCK OPTIONS	During the nine months ended November 30, 2016, the Company issued options to purchase 50,000 shares of common stock at $2.19 per share to a non-executive member of its Board. These 50,000 options vest in three equal installments on each of May 26, 2017, May 26, 2018, and May 26, 2019 and expire on May 26, 2026. These options had a total fair value of approximately $87,000 as calculated using the Black-Scholes model. During the nine months ended November 30, 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 nine months ended November 30, 2016, the Company issued options to purchase an aggregate of 440,000 shares of common stock at an exercise price of $2.00 per share to members of its management team. These options expire on July 7, 2026. These options had a grant date fair value of approximately $622,000 as calculated using the Black-Scholes model. 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. 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 nine months ended November 30, 2016, the Company issued options to purchase an aggregate of 100,000 shares of common stock at an exercise price of $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 nine months ended November 30, 2016, the Company issued options to purchase an aggregate of 240,000 shares of common stock at an exercise price of $2.00 per share to consultants. These options expire on July 7, 2026. 33,333 of these options, with an aggregate fair value of approximately $57,000, 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 three and nine months ended November 30, 2016, the Company and a member of its Board voluntarily cancelled options to purchase an aggregate of 100,000 shares of common stock at an exercise price of $2.00 per share without replacement. The Company recognized approximately $69,000 of compensation expense related to the cancellation of these options. During the nine months ended November 30, 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 nine months ended November 30, 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 nine months ended November 30, 2017. During the three and nine months ended November 30, 2017, the Company issued options to purchase an aggregate of 21,000 shares of common stock at $0.89 per share to certain non-executive employees. These options expire on October 11, 2027. An aggregate of 7,000 of these options initially vest on dates between February 1, 2018 and November 9, 2018, and then an aggregate of 14,000 of these options vest in equal monthly installments over a twenty-four-month period following the vesting of the first tranche. These options had a total fair value of approximately $17,000 as calculated using the Black-Scholes model. During the three and nine months ended November 30, 2017, the Company issued options to purchase an aggregate of 60,000 shares of common stock at $0.89 per share to consultants. These options expire on October 10, 2027. 20,000 of these options vested immediately and 40,000 of these options vest in quarterly installments commencing on December 1, 2017 for active service. These options had a total fair value of approximately $52,000 as calculated using the Black-Scholes model. The Company also issued 50,000 options to purchase common stock at $0.89 per share to a consultant that are subject to certain milestone-based vesting and will measure the fair value of these options with vesting contingent on achieving certain performance-based milestones and recognize the compensation expense when vesting becomes probable. The weighted average inputs to the Black-Scholes model used to value the stock options granted during the nine months ended November 30, 2017 and 2016 are as follows: November 30, 2017 November 30, 2016 Expected volatility 129% - 139% 99% - 103% Expected dividend yield 0.0% 0.0% Risk-free interest rate 1.9% - 2.3% 0.97% - 1.7% Expected Term 7.71 years 5.47 years For the three months ended November 30, 2017, the Company recognized approximately $63,000 of compensation expense related to stock options, of which approximately $50,000 was recognized in general and administrative expenses and approximately $13,000 in research and development expenses. For the nine months ended November 30, 2017, the Company recognized approximately $4,000 of compensation expense related to stock options, of which a credit of approximately $39,000 was recognized in general and administrative expenses and an expense of approximately $43,000 was recognized in research and development expenses. For the three months ended November 30, 2016, the Company recognized approximately $133,000 of compensation expense related to stock options, of which approximately $111,000 was recognized in general and administrative expenses and approximately $22,000 in research and development expenses. For the nine months ended November 30, 2016, the Company recognized approximately $481,000 of compensation expense related to stock options, of which approximately $399,000 was recognized in general and administrative expenses and approximately $82,000 in research and development expenses. The following table summarizes common stock options issued and outstanding as of November 30, 2017: Options Weighted Average Exercise Price Aggregate intrinsic value Weighted Average Remaining Life (years) Outstanding at February 28, 2017 966,474 $ 5.71 $ - 8.87 Granted: 186,000 $ 1.51 $ - - Expired and forfeited: (110,000 ) $ (5.50 ) $ - - Outstanding and expected to vest at November 30, 2017 1,042,474 $ 4.99 $ - 8.43 Exercisable at November 30, 2017 389,474 $ 8.79 $ - 7.69 The following table breaks down exercisable and unexercisable common stock options by exercise price as of November 30, 2017: Exercisable Unexercisable Number of Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 20,000 $ 0.89 9.87 111,000 $ 0.89 9.87 197,221 $ 2.00 8.61 282,779 $ 2.00 8.61 16,668 $ 2.19 8.49 33,332 $ 2.19 8.49 2,332 $ 3.00 8.98 173,668 $ 3.00 9.18 30,000 $ 3.55 8.18 - $ 3.55 - 1,068 $ 8.10 7.17 - $ 8.10 - 20,000 $ 8.25 7.55 40,000 $ 8.25 7.55 41,434 $ 10.20 4.10 - $ 10.20 - 3,334 $ 11.25 7.47 3,333 $ 11.25 7.47 11,112 $ 16.50 6.88 8,888 $ 16.50 6.88 8,068 $ 22.50 7.17 - $ 22.50 - 38,237 $ 48.75 5.35 - $ 48.75 - 389,474 $ 8.79 7.69 653,000 $ 2.71 8.87 As of November 30, 2017, we had approximately $131,000 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 0.8 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	9 Months Ended
	Nov. 30, 2017
Warrants
WARRANTS	For the nine months ended November 30, 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock in connection with the issuance of the OID Notes pursuant to the March 2016 OID Note Purchase Agreements dated between March 3 and 15, 2016, referenced in Note 6. These warrants were initially exercisable at $8.25 per share and expire between March 3 and 15, 2021. These warrants vested immediately. These warrants contained an anti-dilution price protection provision, which required the warrants to be recorded as derivative warrant liability. In connection with the issuances of common stock pursuant to the 2016 Unit Private Placement, the exercise price of these warrants was adjusted to $2.00 per share. Such clause will lapse upon completion of a Qualified Offering, as defined in the warrant agreement. These warrants were recorded as a debt discount based on their fair value. For the nine months ended November 30, 2016, the Company issued Unit Warrants to purchase an aggregate of 175,826 shares of common stock to investors in connection with the 2016 Unit Private Placement and MFN Exchange referenced in Note 3. These Unit Warrants are exercisable at $3.00 per share and expire between May and June 2021. These Unit Warrants vested immediately. These Unit Warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. Additionally, in connection with the MFN Exchange, the Company cancelled Series A Warrants to purchase an aggregate of 9,000 shares of common stock. These Series A Warrants were originally issued in connection with the Series B Preferred private placement and were exercisable at $10.50 per share. For the nine months ended November 30, 2016, the Company issued warrants to purchase an aggregate of 45,459 shares of common stock in connection with the amendment of OID Notes referenced in Note 6. These warrants are exercisable at $2.00 per share and expire in August 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 nine months ended November 30, 2016, the Company issued Additional Unit 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 Additional Unit Warrants vested immediately, are exercisable at $3.00 per share and expire in August 2021. As discussed in Note 3, due to the Price Protection provision, these Additional Unit Warrants are being classified as a derivative liability and measured at fair value. For the nine months ended November 30, 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 in August 2016, vested immediately, are exercisable at $3.00 per share and expire in August 2021. 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 three and nine months ended November 30, 2016, the Company issued Additional Unit Warrants to purchase an aggregate of 1,595,631 shares of common stock in connection with the Additional 2016 Unit Private Placement, Company Payable Exchange, Promissory Note Exchange, OID Note Exchange, and Additional MFN Exchange referenced in Note 3. These Additional Unit Warrants vested immediately, are exercisable at $3.00 per share and expire between September 2021 and October 2021. As discussed in Note 3, due to the Price Protection provision, these Additional Unit Warrants are being classified as a derivative liability and measured at fair value. Additionally, in connection with the Additional MFN Exchange, the Company cancelled Series A Warrants to purchase an aggregate of 208,027 shares of common stock. These Series A Warrants were originally issued in connection with the Series B Preferred private placement and were exercisable at $10.50 per share. For the three and nine months ended November 30, 2016, in connection with the Additional 2016 Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 108,520 shares of common stock. These placement agent warrants were issued between September and October 2016, vested immediately, are exercisable at $3.00 per share and expire between September 2021 and October 2021. The fair value of these warrants was determined to be approximately $259,000, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.25%; (2) an expected term of 5 years; (3) an expected volatility of 133%; and (4) zero expected dividends. For the nine months ended November 30, 2017, the Company issued warrants to purchase an aggregate of 75,000 shares of common stock to a consultant for advisory services. These warrants are exercisable at $3.00 per share and expire between March 2022 and August 2022. These warrants vested immediately. The fair value of these warrants was determined to be approximately $62,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.82%; (2) an expected term of 5.0 years; (3) an expected volatility of 131%; and (4) zero expected dividends. For the nine months ended November 30, 2017, the Company recognized approximately $62,000 of stock-based compensation for these warrants. For the nine months ended November 30, 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 at the reclassification date 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 nine months ended November 30, 2017, in connection with the 2017 Common Stock 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 nine months ended November 30, 2017, in connection with the 2017 Common Stock 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 2022 and August 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. For the three and nine months ended November 30, 2017, the Company issued warrants to purchase an aggregate of 45,000 shares of common stock to a consultant for advisory services. These warrants are exercisable at $2.00 per share and expire in September 2022 and November 2022. These warrants vested immediately. The fair value of these warrants was determined to be approximately $28,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 2.02%; (2) an expected term of 5.0 years; (3) an expected volatility of 139%; and (4) zero expected dividends. For the three and nine months ended November 30, 2017, the Company recognized approximately $28,000 of stock-based compensation for these warrants. For the three and nine months ended November 30, 2017, the Company issued warrants to purchase an aggregate of 20,833 shares of common stock to a consultant for advisory services. These warrants are exercisable at $0.89 per share and expire in October 2022. These warrants vested immediately. The fair value of these warrants was determined to be approximately $12,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 2.01%; (2) an expected term of 5.0 years; (3) an expected volatility of 139%; and (4) zero expected dividends. For the three and nine months ended November 30, 2017, the Company recognized approximately $12,000 of stock-based compensation for these warrants. The following table summarizes common stock purchase warrants issued and outstanding: Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2017 2,698,694 $ 5.11 $ — 4.21 Granted: 303,319 1.78 — Cancelled/Expired/Exercised: (10,228 ) 31.50 — Outstanding at November 30, 2017 2,991,785 $ 4.44 $ — 3.59 Warrants exercisable at November 30, 2017 are: Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 2.80 119,429 $ 0.89 20,833 5.00 20,833 $ 0.91 43,636 3.20 43,636 $ 1.27 162,486 4.58 162,486 $ 2.00 626,893 3.89 626,893 $ 3.00 1,653,974 3.94 1,653,974 $ 8.25 9,134 2.74 9,134 $ 10.50 126,978 2.35 126,978 $ 15.00 556 2.50 556 $ 18.75 695 2.50 695 $ 22.50 209,754 0.63 209,754 $ 31.50 15,684 1.13 15,684 $ 37.50 1,733 0.12 1,733 $ 4.44 2,991,785 3.59 2,991,785

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Nov. 30, 2017
Note Payable
NOTES PAYABLE	Promissory Note In July 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. In October 2016, $600,000 principal amount of the Promissory Note plus $48,000 of accrued and unpaid interest was exchanged into the Additional 2016 Unit Private Placement. Accordingly, the Company recorded a loss on extinguishment of approximately $694,000 during the three and nine months ended November 30, 2016. 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 November 30, 2016, the Company recognized approximately $137,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $109,000 and accrued interest expense of approximately $28,000. Additionally, the Company recognized a gain of approximately $75,000 in the three months ended November 30, 2016 due to the change in estimated fair value of the embedded exchange provision. During the nine months ended November 30, 2016, the Company recognized approximately $428,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $348,000 and accrued interest expense of approximately $80,000. Additionally, the Company recognized a gain of approximately $340,000 in the nine months ended November 30, 2016 due to the change in estimated fair value of the embedded 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 private placement of OID Notes, 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 the 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 November 30, 2016, the Company recognized approximately $137,000 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of approximately $84,000 in the three months ended November 30, 2016 due to the change in estimated fair value of the embedded exchange provision. During the nine months ended November 30, 2016, the Company recognized approximately $551,000 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of approximately $275,000 in the nine months ended November 30, 2016 due to the change in estimated fair value of the embedded exchange provision. Convertible Note In January 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 provided for a 10 business day cure period that expired on October 16, 2017. The Convertible Note is currently in default pursuant to the terms of the Convertible Note and commencing October 1, 2017 accrues default interest at a rate of twelve percent (12%) per annum. The Company is currently in the process of negotiating an extension of the maturity date of the Convertible Note with the holder thereof. 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. Accordingly, the noteholder may bring suit against us and foreclose on all of our assets and business by reason of our default. During the three months ended November 30, 2017, the Company recognized approximately $30,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $2,000 and accrued interest expense of approximately $28,000. During the nine months ended November 30, 2017, the Company recognized approximately $90,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $11,000 and accrued interest expense of approximately $79,000. The following table summarizes the notes payable: Convertible Note Payable Discount Debt, Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ 989,086 Amortization of debt discount - 10,914 10,914 November 30, 2017 balance $ 1,000,000 $ - $ 1,000,000

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Nov. 30, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	In accordance with ASC 820, Fair Value Measurements ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At November 30, 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 (87,953 ) (21,082 ) (442,816 ) (551,851 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at November 30, 2017 $ 69,251 $ 14,608 $ - $ 83,859 In connection with the issuance of the Series B Preferred stock in December 2014, the Company issued a warrant to purchase an aggregate of 30,334 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 in June 2016 and subsequently adjusted to $0.83 per share in August 2017. The fair value of the warrant at November 30, 2017 and February 28, 2017 was determined to be approximately $15,000 and $36,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of November 30, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.66 and $1.50, respectively; (2) a risk-free rate of 1.82% and 1.50%, respectively; (3) an expected volatility of 139% and 131%, respectively; and (4) a fundraising event to occur on February 15, 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 in July 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 in June 2016 and subsequently adjusted to $0.83 per share in August 2017. The fair value of the warrant at November 30, 2017 and February 28, 2017 was determined to be approximately $22,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of November 30, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.66 and $1.50, respectively; (2) a risk-free rate of 1.86% and 1.57%, respectively; (3) an expected volatility of 139% and 131%, respectively; and (4) a fundraising event to occur on February 15, 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 in June 2016 and subsequently adjusted to $0.83 per share in August 2017. The fair value of these warrants at November 30 and February 28, 2017 was determined to be approximately $19,000 and $44,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of November 30, 2017 and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.66 and $1.50, respectively; (2) a risk-free rate of 1.93% and 1.68%, respectively; (3) an expected volatility of 139% and 131%, respectively; and (4) a fundraising event to occur on February 15, 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 in June 2016 and subsequently adjusted to $0.83 per share in August 2017. The fair value of these warrants at November 30, 2017 and February 28, 2017 was determined to be approximately $5,000 and approximately $11,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of November 30, 2017, and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.66 and $1.50, respectively; (2) a risk-free rate of 1.93% and 1.69%, respectively; (3) an expected volatility of 139% and 131%, respectively; and (4) a fundraising event to occur on February 15, 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 2016 and October 2016, are exercisable at $3.00 per share and expire between August 2021 and October 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 in April 2017, and the Company reclassified approximately $1.5 million of derivative warrant liability to equity, as referenced in Note 5.

EQUIPMENT

EQUIPMENT	9 Months Ended
	Nov. 30, 2017
Property, Plant and Equipment [Abstract]
EQUIPMENT	Equipment consists of the following: Estimated November 30, February 28, Useful Lives 2017 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 (331,114 ) (265,234 ) Equipment, net $ 377,205 $ 414,635 Depreciation and amortization expense was approximately $22,000 and approximately $24,000 for the three months ended November 30, 2017 and 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 November 30, 2017 and 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 November 30, 2017 and 2016, respectively. Depreciation and amortization expense was approximately $66,000 and approximately $71,000 for the nine months ended November 30, 2017 and 2016, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $62,000 and approximately $60,000 for the nine months ended November 30, 2017 and 2016, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $4,000 and approximately $11,000 for the nine months ended November 30, 2017 and 2016, respectively.

LICENSE AGREEMENTS AND COMMITME

LICENSE AGREEMENTS AND COMMITMENTS	9 Months Ended
	Nov. 30, 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 November 30, 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 November 30, 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 November 30, 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 November 30, 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.

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Nov. 30, 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. For the periods ended November 30, 2017 and 2016, 11,534 and 11,534 unvested restricted shares of common stock, respectively, were excluded from the computation of the weighted average shares. For the periods ended November 30, 2017, 200,000 unsettled shares of common stock related to vested restricted stock units were included in the weighted average share used for the computation of the basic net loss per common share. 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 November 30, 2017 and 2016, the liability warrants were not dilutive. In computing diluted loss per share for the periods ended November 30, 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: November 30, 2017 November 30, 2016 Restricted Stock Units 100,000 - Stock options 1,042,474 1,106,642 Warrants 2,991,785 2,613,988 Preferred stock 4,498,579 1,338,610 Convertible debt 547,288 - Total 9,180,126 5,059,240

COLLABORATIVE AND OTHER RELATIO

COLLABORATIVE AND OTHER RELATIONSHIPS	9 Months Ended
	Nov. 30, 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 January 2018. 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 nine months ended November 30, 2017, the Company recorded approximately $180,000 and $542,000 in deferred research and development reimbursement, and, at November 30, 2017, and February 28, 2017, the Company had a deferred research and development reimbursement amount of approximately $25,000, and $178,000, respectively. The Company will recognize deferred research and development reimbursement for each subsequent milestone in the period in which the milestone is achieved. As of November 30, 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 $0 and $389,000 was received during the three and nine months ended November 30, 2017, respectively. 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. Approximately $23,000 of research collaboration revenue was received during the nine months ended November 30, 2017.

LICENSE AGREEMENT WITH ASET THE

LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC	9 Months Ended
	Nov. 30, 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 $112,500 for the three and nine months ended November 30, 2016.

DESCRIPTION OF BUSINESS AND G18

DESCRIPTION OF BUSINESS AND GOING CONCERN (Policies)	9 Months Ended
	Nov. 30, 2017
Description Of Business And Going Concern Policies
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 November 30, 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 $28.5 million as of November 30, 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)	9 Months Ended
	Nov. 30, 2017
Stock Options Tables
Weighted average inputs to the Black-Scholes model used to value the stock options granted	November 30, 2017 November 30, 2016 Expected volatility 129% - 139% 99% - 103% Expected dividend yield 0.0% 0.0% Risk-free interest rate 1.9% - 2.3% 0.97% - 1.7% Expected Term 7.71 years 5.47 years
Common stock options issued and outstanding	Options Weighted Average Exercise Price Aggregate intrinsic value Weighted Average Remaining Life (years) Outstanding at February 28, 2017 966,474 $ 5.71 $ - 8.87 Granted: 186,000 $ 1.51 $ - - Expired and forfeited: (110,000 ) $ (5.50 ) $ - - Outstanding and expected to vest at November 30, 2017 1,042,474 $ 4.99 $ - 8.43 Exercisable at November 30, 2017 389,474 $ 8.79 $ - 7.69
Exercisable and unexercisable stock options	Exercisable Unexercisable Number of Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 20,000 $ 0.89 9.87 111,000 $ 0.89 9.87 197,221 $ 2.00 8.61 282,779 $ 2.00 8.61 16,668 $ 2.19 8.49 33,332 $ 2.19 8.49 2,332 $ 3.00 8.98 173,668 $ 3.00 9.18 30,000 $ 3.55 8.18 - $ 3.55 - 1,068 $ 8.10 7.17 - $ 8.10 - 20,000 $ 8.25 7.55 40,000 $ 8.25 7.55 41,434 $ 10.20 4.10 - $ 10.20 - 3,334 $ 11.25 7.47 3,333 $ 11.25 7.47 11,112 $ 16.50 6.88 8,888 $ 16.50 6.88 8,068 $ 22.50 7.17 - $ 22.50 - 38,237 $ 48.75 5.35 - $ 48.75 - 389,474 $ 8.79 7.69 653,000 $ 2.71 8.87

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Nov. 30, 2017
Warrants Tables
Warrants issued and outstanding	Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 28, 2017 2,698,694 $ 5.11 $ — 4.21 Granted: 303,319 1.78 — Cancelled/Expired/Exercised: (10,228 ) 31.50 — Outstanding at November 30, 2017 2,991,785 $ 4.44 $ — 3.59
Warrants exercisable	Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 2.80 119,429 $ 0.89 20,833 5.00 20,833 $ 0.91 43,636 3.20 43,636 $ 1.27 162,486 4.58 162,486 $ 2.00 626,893 3.89 626,893 $ 3.00 1,653,974 3.94 1,653,974 $ 8.25 9,134 2.74 9,134 $ 10.50 126,978 2.35 126,978 $ 15.00 556 2.50 556 $ 18.75 695 2.50 695 $ 22.50 209,754 0.63 209,754 $ 31.50 15,684 1.13 15,684 $ 37.50 1,733 0.12 1,733 $ 4.44 2,991,785 3.59 2,991,785

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Nov. 30, 2017
Note Payable Tables
Summary of notes payable	Convertible Note Payable Discount Debt, Net February 28, 2017 balance $ 1,000,000 $ (10,914 ) $ 989,086 Amortization of debt discount - 10,914 10,914 November 30, 2017 balance $ 1,000,000 $ - $ 1,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Nov. 30, 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 (87,953 ) (21,082 ) (442,816 ) (551,851 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at November 30, 2017 $ 69,251 $ 14,608 $ - $ 83,859

EQUIPMENT (Tables)

EQUIPMENT (Tables)	9 Months Ended
	Nov. 30, 2017
Property, Plant and Equipment [Abstract]
Equipment	Estimated November 30, February 28, Useful Lives 2017 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 (331,114 ) (265,234 ) Equipment, net $ 377,205 $ 414,635

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Nov. 30, 2017
Accounting Policies [Abstract]
Anti-dilutive securities	November 30, 2017 November 30, 2016 Restricted Stock Units 100,000 - Stock options 1,042,474 1,106,642 Warrants 2,991,785 2,613,988 Preferred stock 4,498,579 1,338,610 Convertible debt 547,288 - Total 9,180,126 5,059,240

DESCRIPTION OF BUSINESS AND G25

DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)	9 Months Ended
	Nov. 30, 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	$ (28,528,349)	$ (26,318,885)

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	Nov. 30, 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	$ 17,000	$ 16,000
Liquidation preference	$ 1,240,000	$ 1,190,000

EQUITY ISSUANCES (Details Narra

EQUITY ISSUANCES (Details Narrative) - shares	9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Equity [Abstract]
Common stock issued for services	100,000	25,000

STOCK OPTIONS (Details)

STOCK OPTIONS (Details) - Option [Member]	9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Expected volatility, minimum	129.00%	99.00%
Expected volatility, maximum	139.00%	103.00%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate, minimum	1.90%	0.97%
Risk-free interest rate, maximum	2.30%	1.70%
Expected Term	7 years 8 months 15 days	5 years 5 months 19 days

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1) - Option [Member]	9 Months Ended
	Nov. 30, 2017USD ($)$ / sharesshares
Options Outstanding
Outstanding at Beginning of Period | shares	966,474
Granted | shares	186,000
Expired and Forfeited | shares	(110,000)
Outstanding and expected to vest at End of Period | shares	1,042,474
Options exercisable | shares	389,474
Weighted Average Exercise Price
Outstanding at Beginning of Period | $ / shares	$ 5.71
Granted | $ / shares	1.51
Expired and Forfeited | $ / shares	(5.50)
Outstanding and expected to vest at End of Period | $ / shares	4.99
Exercisable at End of period | $ / shares	$ 8.79
Average Intrinsic Value
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 5 days
Exercisable at End of period	7 years 8 months 8 days

STOCK OPTIONS (Details 2)

STOCK OPTIONS (Details 2) - Option [Member]	9 Months Ended
	Nov. 30, 2017$ / sharesshares
Options exercisable | shares	389,474
Exercise Price | $ / shares	$ 8.79
Weighted Average Remaining Life (years)	7 years 8 months 8 days
Number of Options | shares	653,000
Exercise Price | $ / shares	$ 2.71
Weighted Average Remaining Life (years)	8 years 10 months 13 days
Exercisable | Exercise Price 1
Options exercisable | shares	20,000
Exercise Price | $ / shares	$ 0.89
Weighted Average Remaining Life (years)	9 years 10 months 13 days
Exercisable | Exercise Price 2
Options exercisable | shares	197,221
Exercise Price | $ / shares	$ 2
Weighted Average Remaining Life (years)	8 years 7 months 10 days
Exercisable | Exercise Price 3
Options exercisable | shares	16,668
Exercise Price | $ / shares	$ 2.19
Weighted Average Remaining Life (years)	8 years 5 months 26 days
Exercisable | Exercise Price 4
Options exercisable | shares	2,332
Exercise Price | $ / shares	$ 3
Weighted Average Remaining Life (years)	8 years 11 months 23 days
Exercisable | Exercise Price 5
Options exercisable | shares	30,000
Exercise Price | $ / shares	$ 3.55
Weighted Average Remaining Life (years)	8 years 2 months 5 days
Exercisable | Exercise Price 6
Options exercisable | shares	1,068
Exercise Price | $ / shares	$ 8.10
Weighted Average Remaining Life (years)	7 years 2 months 1 day
Exercisable | Exercise Price 7
Options exercisable | shares	20,000
Exercise Price | $ / shares	$ 8.25
Weighted Average Remaining Life (years)	7 years 6 months 18 days
Exercisable | Exercise Price 8
Options exercisable | shares	41,434
Exercise Price | $ / shares	$ 10.20
Weighted Average Remaining Life (years)	4 years 1 month 6 days
Exercisable | Exercise Price 9
Options exercisable | shares	3,334
Exercise Price | $ / shares	$ 11.25
Weighted Average Remaining Life (years)	7 years 5 months 19 days
Exercisable | Exercise Price 10
Options exercisable | shares	11,112
Exercise Price | $ / shares	$ 16.50
Weighted Average Remaining Life (years)	6 years 10 months 17 days
Exercisable | Exercise Price 11
Options exercisable | shares	8,068
Exercise Price | $ / shares	$ 22.50
Weighted Average Remaining Life (years)	7 years 2 months 1 day
Exercisable | Exercise Price 12
Options exercisable | shares	38,237
Exercise Price | $ / shares	$ 48.75
Weighted Average Remaining Life (years)	5 years 4 months 6 days
Unexercisable | Exercise Price 1
Number of Options | shares	111,000
Exercise Price | $ / shares	$ .89
Weighted Average Remaining Life (years)	9 years 10 months 13 days
Unexercisable | Exercise Price 2
Number of Options | shares	282,779
Exercise Price | $ / shares	$ 2
Weighted Average Remaining Life (years)	8 years 7 months 10 days
Unexercisable | Exercise Price 3
Number of Options | shares	33,332
Exercise Price | $ / shares	$ 2.19
Weighted Average Remaining Life (years)	8 years 5 months 26 days
Unexercisable | Exercise Price 4
Number of Options | shares	173,668
Exercise Price | $ / shares	$ 3
Weighted Average Remaining Life (years)	9 years 2 months 5 days
Unexercisable | Exercise Price 5
Number of Options | shares	0
Exercise Price | $ / shares	$ 3.55
Unexercisable | Exercise Price 6
Number of Options | shares	0
Exercise Price | $ / shares	$ 8.10
Unexercisable | Exercise Price 7
Number of Options | shares	40,000
Exercise Price | $ / shares	$ 8.25
Weighted Average Remaining Life (years)	7 years 6 months 18 days
Unexercisable | Exercise Price 8
Number of Options | shares	0
Exercise Price | $ / shares	$ 10.20
Unexercisable | Exercise Price 9
Number of Options | shares	3,333
Exercise Price | $ / shares	$ 11.25
Weighted Average Remaining Life (years)	7 years 5 months 19 days
Unexercisable | Exercise Price 10
Number of Options | shares	8,888
Exercise Price | $ / shares	$ 16.50
Weighted Average Remaining Life (years)	6 years 10 months 17 days
Unexercisable | Exercise Price 11
Number of Options | shares	0
Exercise Price | $ / shares	$ 22.50
Unexercisable | Exercise Price 12
Number of Options | shares	0
Exercise Price | $ / shares	$ 48.75

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Stock based compensation expense			$ 440,087	$ 495,024
Unrecognized compensation expense, expected to vest	$ 131,000		$ 131,000
Period for compensation expense recognition			9 months 18 days
General and Administrative Expense [Member]
Stock based compensation expense	50,000	$ 111,000	$ (39,000)	399,000
Research and Development Expense [Member]
Stock based compensation expense	$ 13,000	$ 22,000	$ 43,000	$ 82,000

WARRANTS (Details)

WARRANTS (Details) - Stock Warrants [Member]	9 Months Ended
	Nov. 30, 2017USD ($)$ / sharesshares
Warrants Outstanding
Outstanding at Beginning of Period | shares	2,698,694
Granted | shares	303,319
Cancelled/Expired/Exercised | shares	(10,228)
Outstanding at End of Period | shares	2,991,785
Weighted Average Exercise Price
Outstanding at Beginning of Period | $ / shares	$ 5.11
Granted | $ / shares	1.78
Cancelled/Expired/Exercised | $ / shares	31.50
Outstanding at End of Period | $ / shares	$ 4.44
Average Intrensic Value
Outstanding at Beginning of Period | $	$ 0
Outstanding at End of Period | $	$ 0
Weighted Average Remaining Contractual Term
Outstanding at Beginning of Period	4 years 2 months 16 days
Outstanding at End of Period	3 years 7 months 2 days

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrants [Member]	9 Months Ended
	Nov. 30, 2017$ / sharesshares
Exercise prices | $ / shares	$ 4.44
Number of shares	2,991,785
Weighted average remaining life (years)	3 years 7 months 2 days
Exercisable number of shares	2,991,785
Exercise Price 1
Exercise prices | $ / shares	$ 0.83
Number of shares	119,429
Weighted average remaining life (years)	2 years 9 months 18 days
Exercisable number of shares	119,429
Exercise Price 2
Exercise prices | $ / shares	$ 0.89
Number of shares	20,833
Weighted average remaining life (years)	5 years
Exercisable number of shares	20,833
Exercise Price 3
Exercise prices | $ / shares	$ 0.91
Number of shares	43,636
Weighted average remaining life (years)	3 years 2 months 12 days
Exercisable number of shares	43,636
Exercise Price 4
Exercise prices | $ / shares	$ 1.27
Number of shares	162,486
Weighted average remaining life (years)	4 years 6 months 29 days
Exercisable number of shares	162,486
Exercise Price 5
Exercise prices | $ / shares	$ 2
Number of shares	626,893
Weighted average remaining life (years)	3 years 10 months 20 days
Exercisable number of shares	626,893
Exercise Price 6
Exercise prices | $ / shares	$ 3
Number of shares	1,653,974
Weighted average remaining life (years)	3 years 11 months 8 days
Exercisable number of shares	1,653,974
Exercise Price 7
Exercise prices | $ / shares	$ 8.25
Number of shares	9,134
Weighted average remaining life (years)	2 years 8 months 27 days
Exercisable number of shares	9,134
Exercise Price 8
Exercise prices | $ / shares	$ 10.50
Number of shares	126,978
Weighted average remaining life (years)	2 years 4 months 6 days
Exercisable number of shares	126,978
Exercise Price 9
Exercise prices | $ / shares	$ 15
Number of shares	556
Weighted average remaining life (years)	2 years 6 months
Exercisable number of shares	556
Exercise Price 10
Exercise prices | $ / shares	$ 18.75
Number of shares	695
Weighted average remaining life (years)	2 years 6 months
Exercisable number of shares	695
Exercise Price 11
Exercise prices | $ / shares	$ 22.50
Number of shares	209,754
Weighted average remaining life (years)	7 months 17 days
Exercisable number of shares	209,754
Exercise Price 12
Exercise prices | $ / shares	$ 31.50
Number of shares	15,684
Weighted average remaining life (years)	1 year 1 month 17 days
Exercisable number of shares	15,684
Exercise Price 13
Exercise prices | $ / shares	$ 37.50
Number of shares	1,733
Weighted average remaining life (years)	1 month 14 days
Exercisable number of shares	1,733

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	9 Months Ended
	Nov. 30, 2017USD ($)
Note Payable
Note Payable, beginning of period	$ 989,086
Amortization of debt discount	10,914
Note payable, end of period	1,000,000
NotePayable Net [Member]
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	10,914
Note payable, end of period	$ 0

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Note Payable
Promissory note interest expense		$ 137,000		$ 428,000
OID note interest expense		$ 137,000		$ 551,000
Convertible note interest expense	$ 30,000		$ 90,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	9 Months Ended
	Nov. 30, 2017USD ($)
Fair value, beginning of period	$ 2,106,972
Change in fair value:	(551,851)
Reclassification	(1,471,262)
Fair value, end of period	83,859
Additional Unit Private Placement Warrants
Fair value, beginning of period	1,914,078
Change in fair value:	(442,816)
Reclassification	(1,471,262)
Fair value, end of period	0
Promissory Note | Warrants [Member]
Fair value, beginning of period	157,204
Change in fair value:	(87,953)
Reclassification	0
Fair value, end of period	69,251
Series B Preferred Stock [Member] | Warrants [Member]
Fair value, beginning of period	35,690
Change in fair value:	(21,082)
Reclassification	0
Fair value, end of period	$ 14,608

EQUIPMENT (Details)

EQUIPMENT (Details) - USD ($)	9 Months Ended
	Nov. 30, 2017	Feb. 28, 2017
Equipment, gross	$ 708,319	$ 679,869
Accumulated depreciation and amortization	(331,114)	(265,234)
Equipment, net	$ 377,205	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		9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Depreciation	$ 22,000	$ 24,000	$ 65,880	$ 71,401
Research and Development Expense [Member]
Depreciation	21,000	20,000	62,000	60,000
General and Administrative Expense [Member]
Depreciation	$ 1,000	$ 4,000	$ 4,000	$ 11,000

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - shares	9 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Anti-dilutive securities	9,180,126	5,059,240
Restricted Stock Units [Member]
Anti-dilutive securities	100,000	0
Stock Options [Member]
Anti-dilutive securities	1,042,474	1,106,642
Warrants [Member]
Anti-dilutive securities	2,991,785	2,613,988
Preferred Stock [Member]
Anti-dilutive securities	4,498,579	1,338,610
Convertible Debt [Member]
Anti-dilutive securities	547,288	0