Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2018 | May 18, 2018 | Aug. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | MetaStat, Inc. | ||
Entity Central Index Key | 1,404,943 | ||
Document Type | 10-K | ||
Document Period End Date | Feb. 28, 2018 | ||
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 Public Float | $ 4,200,000 | ||
Entity Common Stock, Shares Outstanding | 5,877,383 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Trading symbol | MTST |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 316,933 | $ 782,707 |
Deferred offering costs | 10,872 | 0 |
Prepaid expenses | 4,131 | 20,856 |
Total Current Assets | 331,936 | 803,563 |
Equipment (net of accumulated depreciation of $353,467 and $265,234, respectively) | 354,098 | 414,635 |
Refundable deposits | 43,600 | 43,600 |
TOTAL ASSETS | 729,634 | 1,261,798 |
Current liabilities | ||
Accounts payable | 571,600 | 572,195 |
Accrued expenses | 342,715 | 179,680 |
Deferred research & development reimbursement | 0 | 177,517 |
Convertible note payable (net of debt discount of $0 and $10,914, respectively) | 1,000,000 | 989,086 |
Accrued interest payable | 124,163 | 15,890 |
Accrued dividends on Series B Preferred Stock | 41,819 | 15,638 |
Total Current Liabilities | 2,080,297 | 1,950,006 |
Deferred rent liability | 50,702 | 0 |
Warrant liability | 147,577 | 2,106,972 |
Total Liabilities | 2,278,576 | 4,056,978 |
STOCKHOLDERS' DEFICIT | ||
Common stock ($0.0001 par value; 150,000,000 shares authorized; 5,877,383 and 4,707,942 shares issued and outstanding, respectively) | 588 | 471 |
Additional Paid-in-capital | 27,950,351 | 23,523,140 |
Accumulated deficit | (29,499,909) | (26,318,885) |
Total stockholders' deficit | (1,548,942) | (2,795,180) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 729,634 | 1,261,798 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | 0 | 87 |
Series A-2 Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | 28 | 7 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
Accumulated depreciation | $ 353,467 | $ 265,234 |
Convertible debentures, discount | $ 0 | $ 10,914 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value | $ .0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,877,383 | 4,707,942 |
Common stock, shares outstanding | 5,877,383 | 4,707,942 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ .0001 | $ .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' DEFICIT | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 279,904 | 70,541 |
Preferred stock, shares outstanding | 279,904 | 70,541 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 226 | 213 |
Preferred stock, shares outstanding | 226 | 213 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Revenue | ||
Revenue - research collaboration | $ 23,300 | $ 0 |
Total Revenue | 23,300 | 0 |
OPERATING EXPENSES | ||
General & administrative | 2,317,298 | 2,338,818 |
Research & development | 1,256,514 | 1,009,134 |
Total Operating Expenses | 3,573,812 | 3,347,952 |
OTHER EXPENSES (INCOME) | ||
Interest expense | 119,282 | 1,062,389 |
Other income, net | (637) | (965) |
Change in fair value of warrant liability | (488,133) | (2,405,985) |
Change in fair value of put option embedded in note payable | 0 | (614,484) |
Loss on sale of notes receivable | 0 | 112,500 |
Loss on extinguishment of debt | 0 | 1,375,829 |
Loss on settlement of accounts payable | 0 | 64,323 |
Total Other Expenses (Income) | (369,488) | (406,395) |
Net Loss | (3,181,024) | (2,941,557) |
Net loss | (3,181,024) | (2,941,557) |
Deemed dividend on Series B Preferred Stock issuance | 0 | (708,303) |
Accrued dividends on Series B Preferred Stock | (97,968) | (227,163) |
Deemed dividend to Series B Preferred stock holders for exchange of warrants | 0 | (2,340,552) |
Deemed dividend related to warrants exercise price modification | (31,139) | 0 |
Loss attributable to common shareholders | $ (3,310,131) | $ (6,217,575) |
Net loss per share, basic and diluted | $ (0.61) | $ (2.10) |
Weighted average of shares outstanding, basic and diluted | 5,425,284 | 2,965,910 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock | Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Feb. 29, 2016 | 874,257 | 0 | 659 | 1,851,201 | |||
Beginning Balance, Amount at Feb. 29, 2016 | $ 87 | $ 0 | $ 0 | $ 185 | $ 21,607,259 | $ (23,377,328) | $ (1,769,797) |
Issuance of common stock, preferred stock and warrants for cash, net of offering costs, Shares | 48,300 | 1,065,750 | |||||
Issuance of common stock, preferred stock and warrants for cash, net of offering costs, Amount | $ 5 | $ 107 | 962,550 | 962,662 | |||
Issuance of common stock and warrants to convert accounts payable, Shares | 32,500 | ||||||
Issuance of common stock and warrants to convert accounts payable, Amount | $ 3 | 212,275 | 212,278 | ||||
Issuance of common stock and warrants to convert notes payable, Shares | 16,000 | 440,500 | |||||
Issuance of common stock and warrants to convert notes payable, Amount | $ 2 | $ 44 | 1,566,755 | 1,566,801 | |||
Beneficial conversion feature of Series B Preferred Stock | 708,303 | 708,303 | |||||
Deemed dividend to Series B Preferred Stock | (708,303) | (708,303) | |||||
Accrued dividends on Series B Preferred Stock | (227,163) | (227,163) | |||||
Series B PIK Dividend, Shares | 35 | ||||||
Series B PIK Dividend, Amount | $ 0 | 191,941 | 191,941 | ||||
Reclassification between warrant liability and additional paid-in-capital | 0 | ||||||
Issuance of common stock, preferred stock and warrants in exchange for cancellation of Series B preferred stock and Series A Warrants, Shares | 6,241 | (481) | 1,292,991 | ||||
Issuance of common stock, preferred stock and warrants in exchange for cancellation of Series B preferred stock and Series A Warrants, Amount | $ 0 | $ 0 | $ 129 | 747,486 | 747,615 | ||
Deemed dividend to Series B Preferred Stock holders for exchange of warrants | (2,340,552) | (2,340,552) | |||||
Issuance of warrants in connection with OID Notes amendment | 44,095 | 44,095 | |||||
Issuance of warrants in connection with convertible note | 117,632 | 117,632 | |||||
Share-based compensation, Shares | 25,000 | ||||||
Share-based compensation, Amount | $ 3 | 640,862 | 640,865 | ||||
Net Loss | (2,941,557) | (2,941,557) | |||||
Ending Balance, Shares at Feb. 28, 2017 | 874,257 | 70,541 | 213 | 4,707,942 | |||
Ending Balance, Amount at Feb. 28, 2017 | $ 87 | $ 7 | $ 0 | $ 471 | 23,523,140 | (26,318,885) | (2,795,180) |
Issuance of common stock, preferred stock and warrants for cash, net of offering costs, Shares | 229,363 | 783,898 | |||||
Issuance of common stock, preferred stock and warrants for cash, net of offering costs, Amount | $ 23 | $ 78 | 2,308,081 | 2,308,182 | |||
Issuance of common stock to convert Series A preferred stock, Shares | (874,257) | 58,283 | |||||
Issuance of common stock to convert Series A preferred stock, Amount | $ (87) | $ 6 | 81 | ||||
Issuance of common stock to convert Series A-2 preferred stock, Shares | (20,000) | 200,000 | |||||
Issuance of common stock to convert Series A-2 preferred stock, Amount | $ (2) | $ 20 | (18) | ||||
Issuance common stock to convert accrued expenses, Shares | 27,260 | ||||||
Issuance common stock to convert accrued expenses, Amount | $ 3 | 23,654 | 23,657 | ||||
Accrued dividends on Series B Preferred Stock | (97,968) | (97,968) | |||||
Series B PIK Dividend, Shares | 13 | ||||||
Series B PIK Dividend, Amount | 71,787 | 71,787 | |||||
Modification on warrant exercise price | 31,139 | 31,139 | |||||
Deemed dividend related to warrants exercise price modification | (31,139) | (31,139) | |||||
Reclassification between warrant liability and additional paid-in-capital | 1,471,262 | 1,471,262 | |||||
Issuance of warrants in connection with OID Notes amendment | 0 | ||||||
Share-based compensation, Shares | 100,000 | ||||||
Share-based compensation, Amount | $ 10 | 650,332 | 650,342 | ||||
Net Loss | (3,181,024) | (3,181,024) | |||||
Ending Balance, Shares at Feb. 28, 2018 | 0 | 279,904 | 226 | 5,877,383 | |||
Ending Balance, Amount at Feb. 28, 2018 | $ 0 | $ 28 | $ 0 | $ 588 | $ 27,950,351 | $ (29,499,909) | $ (1,548,942) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,181,024) | $ (2,941,557) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 89,238 | 95,838 |
Share-based compensation | 650,342 | 640,865 |
Accretion of debt discount included in interest expense | 10,914 | 958,053 |
Loss on sale of notes receivable and assets | 0 | 112,500 |
Loss on settlement of accounts payable | 0 | 64,323 |
Loss on disposal of fixed assets | 1,399 | 0 |
Loss on extinguishment of debt | 0 | 1,375,829 |
Change in fair value of warrant liability | (488,133) | (2,405,985) |
Change in fair value of put option embedded in note payable | 0 | (614,484) |
Net changes in assets and liabilities | ||
Prepaid expenses | 16,725 | 170,664 |
Deferred rent liability | 50,702 | 0 |
Accounts payable and accrued expenses | 175,225 | (50,095) |
Deferred research and development reimbursement | (177,517) | 177,517 |
Interest payable | 108,273 | 101,889 |
Net Cash used in Operating Activities | (2,743,856) | (2,314,643) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (30,100) | (13,421) |
Proceeds from sale of note receivable | 0 | 12,500 |
Net Cash used in Investing Activities | (30,100) | (921) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt, net | 0 | 122,790 |
Proceeds from issuance of common stock and warrants, net | 2,308,182 | 2,746,688 |
Payment of notes | 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 | (465,774) | 418,924 |
Cash and cash equivalents at the beginning of the year | 782,707 | 363,783 |
Cash and cash equivalents at the end of the year | 316,933 | 782,707 |
Supplemental Disclosure of Non-Cash Financing Activities | ||
Warrant liability associated with note payable | 0 | 15,225 |
Issuance of common stock and warrants as payment of accounts payable | 0 | 212,278 |
Issuance of common stock and warrants to convert debt and accrued interest | 0 | 2,326,321 |
Financing of insurance premium through notes payable | 0 | 158,400 |
Warrants issued to placement agents | 0 | 278,223 |
Series B Preferred PIK dividend | 71,787 | 191,941 |
Series B Preferred Stock accrued dividends | 97,968 | 227,163 |
Deemed dividend related to Series B Preferred Stock BCF adjustment for conversion price adjustment | 0 | 708,303 |
Issuance of common stock , preferred stock and warrants in exchange for cancellation of Series B preferred stock and Series A Warrants | 0 | 67,900 |
Deemed dividend to Series B preferred stock holders upon exercising Most Favorable Nation option | 0 | 2,340,552 |
Exchange OID notes and note payable to convertible debt | 0 | 986,269 |
Issuance of warrants in connection with OID Notes amendment | 0 | 44,095 |
Deemed dividend related to warrants exercise price modification | 31,139 | 0 |
Issuance of common stock to convert Series A preferred stock | 87 | 0 |
Issuance of common stock to convert Series A-2 preferred stock | 2 | 0 |
Issuance common stock to convert accrued expenses | 23,657 | 0 |
Reclassification between warrant liability and additional paid-in-capital | $ 1,471,262 | $ 0 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Feb. 28, 2018 | |
Description Of Business And Going Concern | |
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | MetaStat, Inc. (“we,” “us,” “our,” the “Company,” or “MetaStat”) is a precision medicine company dedicated to improving survival of patients with aggressive cancer. Our therapeutic focus targets a critical metastatic pathway in solid tumors responsible for driving tumor resistance and the spread of aggressive cancer. MetaStat’s goal is to transform the treatment of aggressive cancer into a manageable disease through targeted therapies that arrest metastatic progression and improve survival. We are leveraging our Our unique approach is to target tumor cell dissemination and cancer metastasis which is responsible for over 90% of cancer-related deaths Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetaStat Biomedical, Inc., a Delaware corporation and all significant intercompany balances have been eliminated by consolidation. 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 and currently has a stockholders’ deficit of approximately $1.5 million as of February 28, 2018. The Company has sustained cumulative losses of approximately $29.5 million as of February 28, 2018 and has a negative working capital. 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. Although it is actively working on obtaining additional funding, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2018 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The accompanying consolidated financial statements have been prepared in accordance with the FASB “FASB Accounting Standard Codification™” or “ASC,” which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at February 28, 2018 and February 28, 2017. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. Debt Instruments We analyze debt instruments for various features that would generally require either bifurcation and derivative accounting, or recognition of a debt discount or premium under authoritative guidance. Detachable warrants issued in conjunction with debt are measured at their relative fair value, if they are determined to be equity instrument, or their fair value, if they are determined to be liability instruments, and recorded as a debt discount. Conversion features that are in the money at the commitment date constitute a beneficial conversion feature that is measured at its intrinsic value and recognized as debt discount. Debt discount is amortized as interest expense over the maturity period of the debt using the effective interest method. Contingent beneficial conversion features are recognized when the contingency has been resolved. Debt Issuance Costs Debt issuance costs are recorded as a direct reduction of the carrying amount of the related debt. Debt issuance costs are amortized over the maturity period of the related debt instrument using the effective interest method. Equipment Equipment is stated at cost. The cost of equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Fair Value Measurements The Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, some discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to net operating loss carry forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. A valuation allowance is recorded if it is not more likely than not that some portion or all of the deferred tax assets will be realized in future periods. Lease Accounting Operating leases are accounted for by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date we gain possession of leased property. Tenant improvement allowances and rent holidays received from landlords and the effect of any rent escalation clauses are included to determine the straight-line rent expense over the expected life of the lease. Long-lived Assets Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There was no impairment of long-lived assets as of February 28, 2018 and February 28, 2017. Net Loss Per Share Basic net loss per common share is computed based on the weighted average number of common shares outstanding during the period. Restricted shares issued with vesting conditions that have not been met at the end of the period are excluded from the computation of the weighted average shares. As of February 28, 2018, and February 28, 2017, 11,534 and 11,534, respectively, unvested restricted shares of common stock were excluded from the computation of the weighted average shares. For the years ended February 28, 2018, 225,000 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 and conversion of outstanding options and warrants and shares issuable from convertible securities, as well as nonvested restricted shares. In computing diluted loss per share for the years ended February 28, 2018 and February 28, 2017, no effect has been given to the common shares issuable at the end of the period upon the conversion or exercise of the following securities as their inclusion would have been anti-dilutive: February 28, 2018 February 28, 2017 Restricted stock units 75,000 - Preferred stock 4,298,579 1,350,109 Convertible debt 562,082 507,946 Stock options 1,286,770 966,474 Warrants 3,060,118 2,698,694 Total 9,282,549 5,523,223 Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses. Research and Development Costs Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of (i) compensation and related expenses for our employees and consultants that perform our research activities, (ii) the fees paid to maintain our licenses, (iii) the payments to third parties for clinical testing and additional product development including contract research organizations, (iv) facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and (v) laboratory and other supplies, consumables and other materials used in research and development. Research and development costs were approximately $1.3 million and approximately $1.0 million for the years ended February 28, 2018 and February 28, 2017, respectively. During the years ended February 28, 2018 and February 28, 2017, the Company recorded approximately $664,000 and $309,000, respectively, of research and development expense reimbursement related to a research agreement (See Note 11). In the future, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in research and development activities. In such circumstances, the advance payments will be deferred and expensed when the activity has been performed or when the goods have been received. Stock-Based Compensation We account for share-based payments award issued to employees and members of our Board of Directors (the “Board”) by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line method over the requisite service period, generally the vesting period. For awards issued to non-employees, the measurement date is the date when the performance is complete or when the award vests, whichever is the earliest. Accordingly, non-employee awards are remeasured at each reporting period until the final measurement date. The fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. For awards with market conditions that affect their vesting, the fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. Recently Issued Accounting Pronouncements In 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. We are currently evaluating the impact of this guidance on our consolidated financial statements. In 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies certain aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. ASU 2016-09 is effective for reporting periods beginning after December 15, 2016. We adopted this guidance on March 1, 2017. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Feb. 28, 2018 | |
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 is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Common Stock The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds; however, the current policy of our Board is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. Series A Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series A Preferred Stock (the “Series A Certificate of Designation”), the terms of the Series A Preferred Stock are as follows: Ranking The Series A Preferred Stock will rank (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 ranks senior to our Series A Preferred Stock, Series A-2 Preferred Stock and common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. Stated Value Each shares of Series B Preferred Stock will have a stated value of $5,500, subject to adjustment for stock splits, combinations and similar events (the “Stated Value”). Dividends Cumulative dividends on the Series B Preferred Stock accrue at the rate of 8% of the Stated Value per annum, payable quarterly on March 31, June 30, September 30, and December 31 of each year, from and after the date of the initial issuance. Dividends are payable in kind in additional shares of Series B Preferred Stock valued at the Stated Value or in cash at the sole option of the Company. At February 28, 2018 and February 28, 2017, the dividend payable to the holders of the Series B Preferred Stock amounted to approximately $42,000 and approximately $16,000, respectively. During the year ended February 28, 2018 and February 28, 2017, the Company issued 13.0520 and 34.5085 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to approximately $72,000 and approximately $192,000, respectively. Liquidation Rights If the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, each holder of the Series B Preferred Stock will be entitled to receive out of the Company’s assets available for distribution to stockholders, after satisfaction of liabilities to creditors, if any, but before any distribution of assets is made on the Series A Preferred Stock or common stock or any of the Company’s shares of stock ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating distribution in the amount of the Stated Value of all such holder’s Series B Preferred Stock plus all accrued and unpaid dividends thereon. At February 28, 2018 and February 28, 2017, the value of the liquidation preference of the Series B Preferred stocks aggregated to approximately $1.29 million and approximately $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 4) 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 4) 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. See Note 4 for the accounting treatment of the conversion price adjustment. The Series B Preferred Stock is subject to automatic conversion (the “Mandatory Conversion”) at such time when the Company’s common stock has been listed on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT; provided, that, on the Mandatory Conversion date, a registration statement providing for the resale of the shares of common stock underlying the Series B Preferred Stock is effective. In the event of a Mandatory Conversion, each share of Series B Preferred Stock will convert into the number of shares of common stock equal to the Stated Value plus accrued and unpaid dividends divided by the applicable Series B Conversion Price. Voting Rights The holders of the Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such Series B Preferred Stock could be converted for purposes of determining the shares entitled to vote at any regular, annual or special meeting of stockholders of the Company, and shall have voting rights and powers equal to the voting rights and powers of the common stock (voting together with the common stock as a single class). Most Favored Nation For a period of up to 30 months after March 31, 2015, if the Company issues any New Securities (as defined below) in a private placement or public offering (a “Subsequent Financing”), the holders of Series B Preferred Stock may exchange all of the Series B Preferred Stock at their Stated Value plus all Series A Warrants (as defined below) issued to the Series B Preferred Stock investors in the Series B Private Placement for the securities issued in the Subsequent Financing on the same terms of such Subsequent Financing. This right expires upon the earlier of (i) September 30, 2017 and (ii) the consummation of a bona fide underwritten public offering in which the Company receives aggregate gross proceeds of at least $5.0 million. ”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. 2012 Incentive Plan Our 2012 Incentive Plan, which is administrated by the compensation committee of the Board, reserves shares of common stock available for issuance that the Company may grant to employees, non-employee directors and consultants, equity incentives in the form of, among other, stock options, restricted stock, restricted stock units and stock appreciation rights. On June 22, 2015, our stockholders approved amending our 2012 Incentive Plan to increase the number of authorized shares of common stock reserved for issuance under the 2012 Incentive Plan to a number not to exceed fifteen percent (15%) of the issued and outstanding shares of common stock on an as converted primary basis (the “As Converted Primary Shares”) on a rolling basis. For calculation purposes, the As Converted Primary Shares shall include all shares of common stock and all shares of common stock issuable upon the conversion of outstanding preferred stock and other convertible securities, but shall not include any shares of common stock issuable upon the exercise of options, warrants and other convertible securities issued pursuant to the 2012 Incentive Plan. The number of authorized shares of common stock reserved for issuance under the 2012 Incentive Plan shall automatically be increased concurrently with the Company’s issuance of fully paid and non- assessable shares of As Converted Primary Shares. Shares shall be deemed to have been issued under the 2012 Incentive Plan solely to the extent actually issued and delivered pursuant to an award under the 2012 Incentive Plan. As of February 28, 2018, there are an aggregate of 1,610,707 total shares available under the 2012 Incentive Plan, of which 785,514 are issued and outstanding and 825,193 shares are available for potential issuances. The Company may issue shares outside of the 2012 Incentive Plan. |
EQUITY ISSUANCES
EQUITY ISSUANCES | 12 Months Ended |
Feb. 28, 2018 | |
Equity [Abstract] | |
EQUITY ISSUANCES | Common stock financing – the 2016 Unit Private Placement During the year ended February 28, 2017, 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 units for an offering price of $10,000 per unit, with each unit consisting of (i) 5,000 shares of its common stock, and (ii) five-year warrants (the “Unit Warrants”) to purchase 2,500 shares of common stock at an exercise price of $3.00 per share. During the year ended February 28, 2017, the Company issued an aggregate of 49.5 units consisting of an aggregate of 247,500 shares of common stock and 123,750 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 Unit 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. Most Favored Nation Exchange – the MFN Exchange On July 12, 2016, the Company and one Series B Preferred Stock shareholder (the “Exchange Purchaser”) entered into an exchange agreement effective July 1, 2016 (the “Exchange Agreement”) whereby the Exchange Purchaser elected to exercise their Most Favored Nation exchange right into the securities offered pursuant to the 2016 Unit Private Placement (the “MFN Exchange”). Accordingly, the Exchange Purchaser tendered all of their 19.4837 shares of Series B Preferred Stock and approximately $2,000 of accrued and unpaid dividends for an aggregate exchange amount of approximately $109,000, plus 9,000 Series A Warrants with an exercise price of $10.50 per share originally issued in connection with the Series B Private Placement for an aggregate of 54,652 shares of common stock and Unit 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 year ended February 28, 2017, 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 shares of common stock and Unit Warrants received over the carrying value of the exchanged shares of Series B Preferred and Series A Warrants. Deemed Dividend due to Conversion Price Adjustment During the year ended February 28, 2017, 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. Common stock financing – Additional 2016 Unit Private Placement During the year ended February 28, 2017, 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 Unit 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 had “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 without the Company issuing any additional shares of common stock and Additional Unit Warrants. During the year ended February 28, 2017, the Company issued an aggregate of 260.25 units consisting of an aggregate of 818,250 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 650,625 shares of common stock, for an aggregate purchase price of approximately $2.6 million. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $2.4 million. Additionally, in connection with the Additional 2016 Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 108,958 shares of common stock in substantially the same form as the Additional Unit Warrants but without the Price Protection provision. Exchange of Payables – the Company Payable Exchange During the year ended February 28, 2017, the Company entered into the Additional 2016 Unit 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 During the year ended February 28, 2017, the Company entered into the Additional 2016 Unit 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, the Company 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 7). Exchange of OID Notes – the OID Note Exchange During the year ended February 28, 2017, the Company entered into the Additional 2016 Unit 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, the Company 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 7). Most Favored Nation Exchange – the Additional MFN Exchange During the year ended February 28, 2017, 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 year ended February 28, 2017, the Company recorded a non-cash deemed dividend to Additional Paid-in Capital of approximately $2.3 million 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. The Company evaluated the Price Protection provision for both the issuance of additional shares of common stock and additional warrants in connection with a down-round issuance in accordance with ASC 480 and ASC 815. In connection with the potential issuance of additional shares of common stock, the Company concluded that since the embedded down-round feature is within the equity host contract, the embedded Price Protection provision would be considered clearly and closely related to the equity host under ASC 815-15-25-1(a) and that the Price Protection provision should not be bifurcated. In connection with the potential issuance of additional warrants, the Company concluded that the freestanding Additional Unit Warrants were not indexed to the Company’s common stock within the scope of ASC 815-40 and therefore were initially bifurcated and measured at fair value and recorded as a derivative liability in the Consolidated Balance Sheet. The derivative liability was measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations until the Price Protection provision lapses. 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 Additional Unit Warrants issued pursuant to the Additional 2017 Unit Private Placement on or before the date which is forty-five (45) days after the date of the final closing of the Additional 2017 Unit Private Placement, which occurred on October 30, 2016. 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 filed the Registration Statement on Form S-1 with the SEC on December 14, 2016. Common stock financing – the 2017 Common Stock Private Placement During the year ended February 28, 2018, 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 6), 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 year ended February 28, 2018, 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, the effective price per share of the 2017 Common Stock Private Placement. 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 year ended February 28, 2017, 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. During the year ended February 28, 2018, , 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 year ended February 28, 2018. During the year ended February 28, 2018 and February 28, 2017, the Company recognized approximately $130,000 and approximately $14,000, respectively, of share-based compensation related to common stock issued for services, all of which was recognized into general and administrative expense. Issuances of restricted stock units During the year ended February 28, 2018, 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 year ended February 28, 2018, and approximately $89,000 into research and development expense during the year ended February 28, 2018. During the year ended February 28, 2018, 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 $59,000 into general and administrative expense during the year ended February 28, 2018. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Feb. 28, 2018 | |
Stock Options | |
STOCK OPTIONS | During the year ended February 28, 2017, 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 year ended February 28, 2017, 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. The fair value will be measured using a Black-Scholes model. During the year ended February 28, 2017, 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 of these options are subject to certain performance 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 year ended February 28, 2017, 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 year ended February 28, 2017, 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. The fair value will be measured using a Black-Scholes model. During the year ended February 28, 2017, 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 year ended February 28, 2017, the Company issued options to purchase an aggregate of 21,000 shares of common stock at an exercise price of $3.00 per share to employees. These options expire between on November 21, 2026 and December 1, 2026. These options had a grant date fair value of approximately $29,000 as calculated using the Black-Scholes model. 7,000 of these options vest one year following issuance and then 14,000 of these options vest in equal monthly installments over the following twenty-four-month period. During the year ended February 28, 2017, the Company issued options to purchase 100,000 shares of common stock at $3.00 per share to a consultant. These options expire on January 13, 2027 and vest upon achieving certain performance-based milestones. The Company will measure the fair value of these options with vesting contingent on achieving certain performance-based milestones and recognize the compensation expense when vesting becomes probable. The fair value will be measured using a Black-Scholes model. For the year ended February 28, 2017, the Company recognized approximately $580,000 of compensation expense related to stock options, of which approximately $495,000 was recognized in general and administrative expenses and approximately $85,000 in research and development expenses. During the year ended February 28, 2018, 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 year ended February 28, 2018, 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 year ended February 28, 2018. During the year ended February 28, 2018, 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 year ended February 28, 2018, 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 grant-date 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. During the year ended February 28, 2018, the Company issued options to purchase 100,000 shares of common stock at $0.93 per share to a consultant. These options expire on January 13, 2028. 50,000 of these options, with an aggregate grant-date fair value of approximately $59,000, vest in equal monthly installments over a twelve-month period following issuance. 50,000 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. The fair value will be measured using a Black-Scholes model. During the year ended February 28, 2018, the Company issued options to purchase an aggregate of 144,296 shares of common stock at $0.93 per share to certain executive and non-executive employees. These options expire on January 11, 2028. An aggregate of 48,099 of these options initially vest on January 12, 2019, and then an aggregate of 96,197 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 $120,000 as calculated using the Black-Scholes model. For the year ended February 28, 2018, the Company recognized approximately $38,000 of compensation expense related to the vesting of 33,333 stock options granted previously to a consultant upon achieving a milestone. For the year ended February 28, 2018, the Company recognized approximately $121,000 of compensation expense related to stock options, of which a credit of approximately $41,000 was recognized in general and administrative expenses and approximately $162,000 in research and development expenses. The inputs to the Black-Scholes model used to value the stock options granted during the year ended February 28, 2018 and February 28, 2017 are as follows: February 28, February 28, 2018 2017 Expected volatility 129% - 139 % 99% - 133 % Expected dividend yield 0.0 % 0.0 % Risk-free interest rate 1.9% - 2.6 % 1.0% - 1.9 % Expected Term 7.23 years 6.31 years The following table summarizes common stock options issued and outstanding: Weighted Weighted average exercise Aggregate average remaining Options price intrinsic value contractual life (years) Outstanding at February 29, 2016 426,976 $ 14.45 $ - 7.98 Granted: 1,001,000 $ 2.14 $ - - Expired/ exercised and forfeited: (461,502 ) $ 6.05 $ - - Outstanding at February 28, 2017 966,474 $ 5.71 $ - 8.87 Granted: 430,296 $ 1.18 $ - - Expired/ exercised and forfeited: (110,000 ) $ 5.50 $ - - Outstanding and expected to vest at February 28, 2018 1,286,770 $ 4.22 $ 117,829 8.50 Exercisable at February 28, 2018 463,637 $ 7.75 $ 12,130 7.68 The following table breaks down exercisable and unexercisable common stock options by exercise price as of February 28, 2018: Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 32,000 $ 0.89 9.62 99,000 $ 0.89 9.62 4,167 $ 0.93 9.87 240,129 $ 0.93 9.87 215,554 $ 2.00 8.36 264,446 $ 2.00 8.36 16,668 $ 2.19 8.24 33,332 $ 2.19 8.24 41,995 $ 3.00 8.85 134,005 $ 3.00 8.96 30,000 $ 3.55 7.94 - $ 3.55 - 1,068 $ 8.10 6.92 - $ 8.10 - 20,000 $ 8.25 7.30 40,000 $ 8.25 7.30 41,434 $ 10.20 3.86 - $ 10.20 - 3,334 $ 11.25 7.22 3,333 $ 11.25 7.22 11,112 $ 16.50 6.63 8,888 $ 16.50 6.63 8,068 $ 22.50 6.92 - $ 22.50 - 38,237 $ 48.75 5.10 - $ 48.75 0 463,637 $ 7.75 7.68 823,133 $ 2.22 8.97 As of February 28, 2018, we had approximately $253,000 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 0.63 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 205,000 stock options with a performance vesting condition that were granted to consultants which will be measured and recognized when vesting becomes probable. |
WARRANTS
WARRANTS | 12 Months Ended |
Feb. 28, 2018 | |
Warrants | |
WARRANTS | For the year ended February 28, 2017, 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 7. These warrants vested immediately, were initially exercisable at $8.25 per share and expire between March 3 and 15, 2021. 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 year ended February 28, 2017, 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 4. These Unit Warrants vested immediately, are exercisable at $3.00 per share and expire between May 26, 2021 and June 7, 2021. These Unit Warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the 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 that were exercisable at $10.50 per share and originally issued in connection with the Series B Private Placement. For the year ended February 28, 2017, the Company issued warrants to purchase an aggregate of 45,459 shares of common stock in connection with the OID Note Amendments referenced in Note 7. These warrants vested immediately, are exercisable at $2.00 per share and expire between August 11, 2021 and August 18, 2021. 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 year ended February 28, 2017, the Company issued Additional Unit Warrants to purchase an aggregate 1,617,506 shares of common stock in connection with the Additional 2016 Unit Private Placement including Company Payable Exchange, Promissory Note Exchange, OID Note Exchange, and Additional MFN Exchange referenced in Note 4. These Additional Unit Warrants vested immediately, are exercisable at $3.00 per share and expire between August 30, 2021 and October 29, 2021. As discussed in Note 4, due to the Price Protection Provision, these Additional Unit Warrants were initially 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 that were exercisable at $10.50 per share and originally issued in connection with the issuance of Series B Preferred Stock. For the year ended February 28, 2017, in connection with the Additional 2016 Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 108,958 shares of common stock. These placement agent warrants were issued between August 30, 2016 and October 28, 2016, vested immediately, are exercisable at $3.00 per share and expire between August 29, 2021 and October 27, 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 5.0 years; (3) an expected volatility of 133% and (4) zero expected dividends. For the year ended February 28, 2018, 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 year ended February 28, 2018, the Company recognized approximately $62,000 of stock-based compensation for these warrants. For the year ended February 28, 2018, 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 4, 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 year ended February 28, 2018, 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 year ended February 28, 2018, 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 2017 and August 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 year ended February 28, 2018, the Company issued warrants to purchase an aggregate of 52,500 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 December 2022. These warrants vested immediately. The fair value of these warrants was determined to be approximately $32,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 2.06%; (2) an expected term of 5.0 years; (3) an expected volatility of 136%; and (4) zero expected dividends. For year ended February 28, 2018, the Company recognized approximately $32,000 of stock-based compensation for these warrants. For the year ended February 28, 2018, the Company issued warrants to purchase an aggregate of 83,332 shares of common stock to a consultant for advisory services. These warrants are exercisable at $0.89 per share and expire between October 2022 and February 2023. These warrants vested immediately. The fair value of these warrants was determined to be approximately $67,000, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 2.00%; (2) an expected term of 5.0 years; (3) an expected volatility of 131%; and (4) zero expected dividends. For year ended February 28, 2018, the Company recognized approximately $67,000 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 29, 2016 913,514 $ 14.56 — 3.14 Granted: 2,169,959 2.97 — — Cancelled/Expired/Exercised: (384,779 ) 12.94 — — Outstanding at February 28, 2017 2,698,694 $ 5.11 — 4.21 Granted: 373,318 1.64 — — Cancelled/Expired/Exercised: (11,894 ) 32.34 — — Outstanding at February 28, 2018 3,060,118 $ 4.34 90,068 3.38 Warrants exercisable at February 28, 2018 are: Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 2.55 119,429 0.89 83,332 4.80 83,332 $ 0.91 43,636 2.96 43,636 $ 1.27 162,486 4.33 162,486 $ 2.00 634,393 3.66 634,393 $ 3.00 1,653,974 3.69 1,653,974 $ 8.25 9,134 2.49 9,134 $ 10.50 126,978 2.10 126,978 $ 15.00 556 2.25 556 $ 18.75 695 2.25 695 $ 22.50 209,754 0.38 209,754 $ 31.50 15,684 0.88 15,684 $ 37.50 67 0.15 67 $ 4.34 3,060,118 3.38 3,060,118 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Feb. 28, 2018 | |
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 year ended February 28, 2017. In January 2017, the remaining unpaid principal balance and accrued interest were exchanged into a convertible note (see Convertible Note below). During the year ended February 28, 2017, the Company recognized approximately $461,000 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of approximately $367,000 and accrued interest expense of approximately $94,000. Additionally, the Company recognized a gain of approximately $340,000 in the year ended February 28, 2017, 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 for the year ended February 28, 2017. 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 year ended February 28, 2017, the Company recognized approximately $583,000 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 year ended February 28, 2017, 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 may be prepaid upon 10 days’ advanced written notice by the Company at any time prior to the maturity date without penalty or premium (the “Prepayment Option”). The holder has the right to convert the outstanding principal balance of the Convertible Note plus all accrued and unpaid interest thereon into shares of the Company’s common stock at a conversion price per share of $2.00 (the “Conversion Option”). The Convertible Note matured on September 30, 2017 and provided for a ten (10) business day cure period that expired on October 16, 2017. As of February 28, 2018, the Convertible Note was in default pursuant to its terms and commencing October 1, 2017 accrues default interest at a rate of twelve percent (12%) per annum. On March 30, 2018, the Convertible Note was partially repaid, and the remaining unpaid balance was exchanged for a new note (See Note 14). The Company evaluated the Debt Exchange transaction in accordance with ASC 470-50-40-12 and determined the Debt Exchange constituted a substantive modification and that the transaction should be accounted for as an extinguishment. The Company determined the Prepayment Option feature represents a contingent call option. The Company evaluated the Prepayment Option in accordance with ASC 815-15-25. The Company determined that the Prepayment Option feature is clearly and closely related to the debt host instrument and is not an embedded derivative requiring bifurcation. Additionally, the Company determined the Conversion Option represents an embedded call option. The Company evaluated the Conversion Option in accordance with ASC 815-15-25. The Company determined that the Conversion Option feature meets the scope exception from ASC 815 and is not an embedded derivative requiring bifurcation. The Company evaluated the Convertible Note for a beneficial conversion feature in accordance with ASC 470-20. The Company determined that the effective conversion price was above the closing stock price on the commitment date, and the Convertible Note did not contain a beneficial conversion feature. The Company recorded the Convertible Note at fair value of approximately $986,000 with an initial debt discount of $14,000. Accordingly, in accordance with ASC 470-50-40-2, the Company recognized a loss on extinguishment of approximately $127,000, which equals the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt. During the year ended February 28, 2017, the Company recognized approximately $19,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $3,000 and accrued interest expense of approximately $16,000. During the year ended February 28, 2018, the Company recognized approximately $119,000 of interest expense related to the Convertible Note, including amortization of debt discount of approximately $11,000 and accrued interest expense of approximately $108,000. The following table summarizes the notes payable: Note Convertible Note Debt Put Exchange Debt, Payable Payable Discount Feature Net February 29, 2016 balance $ 1,800,000 $ - (743,282 ) 476,402 1,533,120 Issuance of notes 150,000 - (74,931 ) 32,496 107,565 Repayment of notes (8,000 ) - - - (8,000 ) Additional debt discount upon notes amendment 101,400 - (264,812 ) 105,587 (57,825 ) Notes conversion (2,043,400 ) 1,000,000 114,058 - (929,342 ) Amortization of debt discount - - 958,053 - 958,053 Change in value of voluntary exchange feature - - - (614,485 ) (614,485 ) February 28, 2017 balance - 1,000,000 (10,914 ) - 989,086 Amortization of debt discount - - 10,914 - 10,914 February 28, 2018 balance $ - $ 1,000,000 $ - $ - $ 1,000,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Feb. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | At February 28, 2018 and February 28, 2017, the warrant liability balances of approximately $148,000 and $2.1 million, respectively, were classified as Level 3 instruments. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: Promissory Note Warrants Series B Warrant PPM Warrants Total Fair value at February 29, 2016 $ 188,351 $ 46,110 $ - $ 234,461 Addition 15,225 - 4,263,271 4,278,496 Change in fair value (46,372 ) (10,420 ) (2,349,193 ) (2,405,985 ) Fair value at February 28, 2017 $ 157,204 $ 35,690 $ 1,914,078 $ 2,106,972 Change in fair value (35,501 ) (9,816 ) (442,816 ) (488,133 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at February 28, 2018 $ 121,703 $ 25,874 $ - $ 147,577 In connection with the initial issuance of the Series B Preferred Stock on December 31, 2014, the Company issued a warrant to purchase an aggregate of 30,334 shares of common stock (the “Series B Warrant”), originally exercisable at $8.25 per share and expiring on March 31, 2020. The Series B Warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of the Series B Warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share during the year ended February 28, 2018. The fair value of the Series B Warrant at February 28, 2018 and February 28, 2017 was determined to be approximately $26,000 and $36,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2018 and February 28, 2017 used the following assumptions: (1) a stock price of $1.15 (the 20-day volume weighted average price (“VWAP”) of the February 28, 2018 closing stock price) and $1.50, respectively; (2) a risk-free rate of 2.27% and 1.50% respectively; (3) an expected volatility of 137% and 131% respectively; and (4) a fundraising event to occur on July 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of the Promissory Note on July 31, 2015, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, originally exercisable at $8.25 per share and expiring on July 31, 2020. This warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share during the year ended February 28, 2018. The fair value of the warrant at February 28, 2018 and February 28, 2017 was determined to be approximately $39,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2018 and February 28, 2017 used the following assumptions: (1) stock price of $1.15 (the 20-day VWAP of the February 28, 2018 closing stock price) and $1.50, respectively; (2) a risk-free rate of 2.32% and 1.57% respectively; (3) an expected volatility of 137% and 131%, respectively; and (4) a fundraising event to occur on July 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the execution of the Note Amendment on February 12, 2016, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, initially exercisable at $8.25 per share and expiring on February 11, 2021. This warrant contains a ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.20 per share during the year ended February 28, 2017 and subsequently adjusted to $0.91 per share during the year ended February 28, 2018. The fair value of the warrant at February 28, 2018 and February 28, 2017 was determined to be approximately $41,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2018 and February 28, 2017 used the following assumptions: (1) stock price $1.15 (the 20-day VWAP of the February 28, 2018 closing stock price) and $1.50, respectively; (2) a risk-free rate of 2.41% and 1.68%, respectively; (3) an expected volatility of 137% and 131%, respectively; and (4) ) a fundraising event to occur on July 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in February 2016, the Company issued warrants to purchase an aggregate of 36,367 shares of common stock. These warrants were issued between February 12 and 22, 2016, were initially exercisable at $8.25 per share and expire between February 11 and 21, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment the exercise price of these warrants was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share during the year ended February 28, 2018. The fair value of these warrants at February 28, 2018 and February 28, 2017 was determined to be approximately $34,000 and $44,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2018 and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $1.15 (the 20-day VWAP from the February 28, 2018 closing stock price) and $1.50, respectively; (2) a risk-free rate of 2.41% and 1.68%, respectively; (3) an expected volatility of 137% and 131%, respectively; and (4) ) a fundraising event to occur on July 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in March 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock. These warrants were issued between March 4 and 15, 2016, were initially exercisable at $8.25 per share and expire between March 4 and 15, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment the exercise price of these warrants were adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share during the year ended February 28, 2018. The fair value of these warrants at February 28, 2018 and February 28, 2017 was determined to be approximately $9,000 and approximately $11,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2018 and February 28, 2017, used the following weighted-average assumptions: (1) stock price of $1.15 (a 20-day VWAP from the February 28, 2018 closing stock price) and $1.50, respectively; (2) a risk-free rate of 2.42% and 1.69%, respectively; (3) an expected volatility of 137% and 131%, respectively; and (4) ) a fundraising event to occur on July 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the Additional 2016 Unit Private Placement including the Company Payable Exchange, the OID Note Exchange, the Promissory Note Exchange and the Additional 2016 MFN Exchange, the Company issued warrants to purchase an aggregate of 1,617,506 shares of common stock. These warrants were issued between August 31, 2016 and October 30, 2016, are exercisable at $3.00 per share and expire between August 30, 2021 and October 29, 2021. As referenced in Note 6, the Price Protection provision associated with these warrants required 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 4. |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Feb. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | Equipment consists of the following: Estimated February 28, February 28, Useful Lives 2018 2017 Research equipment 7 years $ 629,416 $ 601,720 Computer equipment 5 years 78,149 78,149 707,565 679,869 Accumulated depreciation and amortization (353,467 ) (265,234 ) Equipment, net $ 354,098 $ 414,635 Total depreciation and amortization expense was approximately $89,000 and $96,000 for the years ended February 28, 2018 and February 28, 2017, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $85,000 and $81,000 for the years ended February 28, 2018 and February 28, 2017, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $4,000 and $15,000 for the years ended February 28, 2018 and February 28, 2017, respectively. |
LICENSE AGREEMENTS AND COMMITME
LICENSE AGREEMENTS AND COMMITMENTS | 12 Months Ended |
Feb. 28, 2018 | |
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 February 28, 2018. 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, we are required to make annual license maintenance fee payments beginning on January 3, 2013. In February 2017, we amended the Second License Agreement to reduce the maintenance payment for 2016 from $30,000 to $5,000, 2017 from $50,000 to $5,000, 2018 from $75,000 to $5,000, 2019 from $100,000 to $60,000, and 2020 from $100,000 to $60,000. We are required to make payments of $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, however the maintenance payments for 2017 and 2018 totaling $10,000 are currently outstanding. 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. The license maintenance payments of $37,500 for 2018 is currently outstanding. We are required to make additional payments of $50,000 in 2019 and every year each license is in effect thereafter. The parties are currently in discussions regarding amending the Alternative Splicing Diagnostic License Agreement and the Alternative Splicing Therapeutic License Agreement and as such, we are in compliance the Alternative Splicing Diagnostic License Agreement and the Alternative Splicing Therapeutic License Agreement. 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 February 28, 2018. We are required to make additional payments of $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. On July 26, 2017, we entered into a second amendment to the Boston Lease 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. 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 basic rent payment increased to $2,400 per month and we paid an additional $1,500 security deposit in connection with the amended lease. |
COLLABORATIVE AND OTHER RELATIO
COLLABORATIVE AND OTHER RELATIONSHIPS | 12 Months Ended |
Feb. 28, 2018 | |
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 provided certain proprietary materials to the Company and the Company evaluated Celgene’s proprietary materials in the Company’s metastatic cell line ( in vitro in vivo The Company recognized the upfront and each subsequent milestone payment as a deferred research and development reimbursement in the Consolidated Balance Sheet and amortized the deferred research and development reimbursement as incurred over the term of the Research Agreement. The Company recorded approximately $664,000 and $309,000 in deferred research and development reimbursement for the years ended February 28, 2018 and February 28, 2017, respectively. At February 28, 2018 and February 28, 2017, the Company had a deferred research and development reimbursement amount of approximately $0, and $178,000, respectively. As of February 28, 2018, all four milestones have been successfully achieved, and the Company has received aggregate milestone payments of approximately $973,000 or 100% of the total, of which approximately $487,000 and $486,000 was received during the year ended February 28, 2018 and February 28, 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 earned during the year ended February 28, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2018 | |
Income Taxes | |
INCOME TAXES | For the years ended February 28, 2018 and 2017, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. The difference between income taxes at the statutory federal income tax rate and income taxes reported in the statements of operations are attributable to the following: Year Ended February 28, 2018 February 28, 2017 Federal income tax rate 32 % 34 % State income tax (net of federal benefit) 10 % 15 % Change in fair values of warrant and option liabilities 5 % 35 % Loss on extinguishment of debt 0 % (16 )% Stock options 0 % (5) % Other permanent differences and adjustments 1 % (1 )% Impact of tax law change (104) % 0 % Change in valuation allowance 56 % (62 )% Provision for income tax 0 % 0 % The deferred tax assets and liabilities are summarized as follows: February 28, 2018 February 28, 2017 Accrued compensation $ 89,731 $ 70,354 Accrued interest - 6,674 Net operating loss carryovers 5,789,653 7,257,930 Research and development credit carryovers 298,012 253,125 Capital loss carryovers 11,607 16,663 Deferred rent 13,872 - Stock compensation 1,143,750 1,537,117 Total gross deferred tax assets 7,346,625 9,141,863 Depreciation (59,313 ) (90,655 ) Less: Valuation allowance (7,287,312 ) (9,051,208 ) Net deferred tax asset $ - $ - The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 34 percent to 21 percent and eliminates the alternative minimum tax for corporations. The reduction of the corporate tax rate resulted in a decrease of the Company’s net deferred tax assets of approximately $3.3 million, and a corresponding decrease of the valuation allowance. The accounting for the effects of the Act is complete as of February 28, 2018. In assessing the realization of deferred tax assets, management determines whether it is more likely than not some, or all, of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the carryforward period as well as the period in which temporary differences become deductible. Management considers the reversal of taxable temporary differences, projected taxable income and tax planning strategies in making this assessment. Based upon historical losses and the possibility of continued losses over the periods that temporary differences are deductible, management believes it is not more likely than not that the Company will realize the benefits of the deferred tax assets. Thus, a valuation allowance was recorded against the entire net deferred tax asset balance. The valuation allowance (decreased) / increased by approximately $(1.8) million and $1.8 million during the years ended February 28, 2018 and 2017, respectively. The decrease in the valuation allowance during the year ended February 28, 2018 was mainly due to a change in the corporate income tax rate per the Act. The increase in the valuation allowance during the year ended February 28, 2017 was mainly due to an increase of the net operating loss carryforward and other deferred tax assets. At February 28, 2018, the cumulative federal and state net operating loss carryforwards are approximately $21.7 million and $19.3 million, respectively, and will expire between 2029 and 2037. At February 28, 2018, the Company has research and development credit carryforwards of approximately $0.3 million that will begin expiring in 2033. The amount of net operating loss carryforwards that a company may use in a given year may be limited in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the Internal Revenue Code. The Company has not performed a detailed analysis to determine whether an ownership change has occurred. Such a change of ownership could limit the Company’s utilization of the net operating losses and could be triggered by subsequent sales of securities by the Company or its stockholders. The Company records interest and penalties related to unrecognized tax benefits within income tax expense. The Company had not accrued any interest or penalties related to unrecognized benefits. No amounts were provided for unrecognized tax benefits attributable to uncertain tax positions as of February 28, 2018 and 2017. The Company is no longer subject to Federal income tax assessments for years prior to 2014. However, since the Company has incurred net operating losses every year since inception, all of its income tax returns are subject to examination and adjustments by the tax authorities for at least three years following the year in which the tax attributes are utilized. |
LICENSE AGREEMENT WITH ASET THE
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | 12 Months Ended |
Feb. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | On 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. In August 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 during the year ended February 28, 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 28, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Non-Convertible Promissory Bridge Note Private Placement and Exchange On March 30, 2018, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with a number of institutional and accredited investors (collectively, the “Purchasers”), pursuant to which the Company sold in a private placement (the “Private Placement”), (i) senior non-convertible promissory bridge notes in the aggregate principal amount of $2,084,028 (the “Senior Notes”), (ii) junior non-convertible promissory bridge notes in the aggregate principal amount of $1,294,900 (the “Junior Notes” and, together with the Senior Notes, the “Notes”), and (iii) warrants (the “Note Warrants”) exercisable to purchase ten thousand (10,000) shares of the Common Stock per share, for each $100,000 principal amount of Notes issued on a pro rata basis, at an exercise price equal to $2.00 per share, for a term of five (5) years. Pursuant to an exchange agreement dated March 30, 2018 (the “Exchange Agreement”), the existing holder of the outstanding Promissory Note as referenced in Note 7, exchanged the Promissory Note (the “Promissory Note Exchange”) for a Senior Note with a principal amount of $834,027 and 83,403 Note Warrants pursuant to the Note Purchase Agreement. Further, the Company repaid $300,000 of the outstanding balance of the Promissory Note concurrent with the closing. Additionally, pursuant to the Exchange Agreement, the holder of (i) all issued and outstanding shares of Series B Preferred and (ii) certain warrants to purchase 91,000 shares of Common Stock at an exercise price of $10.50 per share (the “Series A Warrants”), originally issued by the Company in the Series B private placement on December 31, 2014, exchanged the Series B Preferred and the Series A Warrants (the “Series B Exchange” and, together with the Promissory Note Exchange, the “Exchange”) for a Junior Note with a principal amount of $1,294,900 and 129,490 Note Warrants pursuant to the Note Purchase Agreement. The Notes mature on September 30, 2018, accrue interest at a rate of ten percent (10%) per annum and may not be prepaid by the Company prior to the maturity without the consent of the holder. The principal amount plus all accrued and unpaid interest thereon shall automatically exchange (the “Automatic Exchange”), without any action of the holder, into such number of fully paid and non-assessable securities (e.g. shares and warrants) to be issued in a Qualified Offering. “Qualified Offering” means one or a series of offerings of equity or equity-linked securities resulting in aggregate gross proceeds of at least $6,628,927 to the Company, including the Automatic Exchange of the Notes into the Qualified Offering. The Senior Note and the Junior Note are in substantially similar form, provided, however, that the Senior Note shall rank senior to the Junior Note with respect to payment. The Notes shall rank senior to all future indebtedness of the Company and to the Company’s issued and outstanding equity securities, except as otherwise required by applicable law. Pursuant to the closing of the Private Placement and Exchange, the Company issued (i) Senior Notes in the aggregate principal amount of approximately $2,084,028, including $834,027 from the Promissory Note Exchange, (ii) Junior Notes in the aggregate principal amount of approximately $1,294,900 solely pursuant to the Series B Exchange, and (iii) an aggregate of 337,893 Note Warrants for an aggregate purchase price of approximately $3,378,928, including the Exchange. After deducting placement agent fees and other offering expenses, the Company received net proceeds of approximately $1.13 million prior to the repayment of $300,000 of the Promissory Note. Additionally, the Company issued an aggregate of 86,957 placement agent warrants with a term of five years, an exercise price equal to $1.27 per share, and a cashless exercise provision. Pursuant to the Exchange, the Promissory Note and the Series B Preferred stock have been cancelled and are no longer outstanding. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2018 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at February 28, 2018 and February 28, 2017. |
Concentration of Credit Risk | Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. |
Equipment | Equipment is stated at cost. The cost of equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Long-lived Assets | Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There was no impairment of long-lived assets as of February 28, 2018 and February 28, 2017. |
Debt Issuance Costs | Debt issuance costs are recorded as a direct reduction of the carrying amount of the related debt. Debt issuance costs are amortized over the maturity period of the related debt instrument using the effective interest method. |
Debt Instruments | We analyze debt instruments for various features that would generally require either bifurcation and derivative accounting, or recognition of a debt discount or premium under authoritative guidance. Detachable warrants issued in conjunction with debt are measured at their relative fair value, if they are determined to be equity instrument, or their fair value, if they are determined to be liability instruments, and recorded as a debt discount. Conversion features that are in the money at the commitment date constitute a beneficial conversion feature that is measured at its intrinsic value and recognized as debt discount. Debt discount is amortized as interest expense over the maturity period of the debt using the effective interest method. Contingent beneficial conversion features are recognized when the contingency has been resolved. |
Fair Value Measurements | The Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, some discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. |
Revenues | |
Net Loss Per Share | Basic net loss per common share is computed based on the weighted average number of common shares outstanding during the period. Restricted shares issued with vesting conditions that have not been met at the end of the period are excluded from the computation of the weighted average shares. As of February 28, 2018, and February 28, 2017, 11,534 and 11,534, respectively, unvested restricted shares of common stock were excluded from the computation of the weighted average shares. For the years ended February 28, 2018, 225,000 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 and conversion of outstanding options and warrants and shares issuable from convertible securities, as well as nonvested restricted shares. In computing diluted loss per share for the years ended February 28, 2018 and February 28, 2017, no effect has been given to the common shares issuable at the end of the period upon the conversion or exercise of the following securities as their inclusion would have been anti-dilutive: February 28, 2018 February 28, 2017 Restricted stock units 75,000 - Preferred stock 4,298,579 1,350,109 Convertible debt 562,082 507,946 Stock options 1,286,770 966,474 Warrants 3,060,118 2,698,694 Total 9,282,549 5,523,223 |
Income Taxes | Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to net operating loss carry forwards and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. A valuation allowance is recorded if it is not more likely than not that some portion or all of the deferred tax assets will be realized in future periods. |
Research and Development Costs | Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of (i) compensation and related expenses for our employees and consultants that perform our research activities, (ii) the fees paid to maintain our licenses, (iii) the payments to third parties for clinical testing and additional product development including contract research organizations, (iv) facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and (v) laboratory and other supplies, consumables and other materials used in research and development. Research and development costs were approximately $1.3 million and approximately $1.0 million for the years ended February 28, 2018 and February 28, 2017, respectively. During the years ended February 28, 2018 and February 28, 2017, the Company recorded approximately $664,000 and $309,000, respectively, of research and development expense reimbursement related to a research agreement (See Note 11). In the future, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in research and development activities. In such circumstances, the advance payments will be deferred and expensed when the activity has been performed or when the goods have been received. |
Patent costs | The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses. |
Stock-Based Compensation | We account for share-based payments award issued to employees and members of our Board of Directors (the “Board”) by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line method over the requisite service period, generally the vesting period. For awards issued to non-employees, the measurement date is the date when the performance is complete or when the award vests, whichever is the earliest. Accordingly, non-employee awards are remeasured at each reporting period until the final measurement date. The fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. For awards with market conditions that affect their vesting, the fair value of the award is recognized as stock-based compensation over the requisite service period, generally the vesting period. |
Recently Issued Accounting Pronouncements | In 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. We are currently evaluating the impact of this guidance on our consolidated financial statements. In 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies certain aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. ASU 2016-09 is effective for reporting periods beginning after December 15, 2016. We adopted this guidance on March 1, 2017. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Summary Of Significant Accounting Policies Tables | |
Anti-dilutive securities | February 28, 2018 February 28, 2017 Restricted stock units 75,000 - Preferred stock 4,298,579 1,350,109 Convertible debt 562,082 507,946 Stock options 1,286,770 966,474 Warrants 3,060,118 2,698,694 Total 9,282,549 5,523,223 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Stock Options Tables | |
Weighted average inputs to the Black-Scholes model used to value the stock options granted | February 28, February 28, 2018 2017 Expected volatility 129% - 139 % 99% - 133 % Expected dividend yield 0.0 % 0.0 % Risk-free interest rate 1.9% - 2.6 % 1.0% - 1.9 % Expected Term 7.23 years 6.31 years |
Common stock options issued and outstanding | Weighted Weighted average exercise Aggregate average remaining Options price intrinsic value contractual life (years) Outstanding at February 29, 2016 426,976 $ 14.45 $ - 7.98 Granted: 1,001,000 $ 2.14 $ - - Expired/ exercised and forfeited: (461,502 ) $ 6.05 $ - - Outstanding at February 28, 2017 966,474 $ 5.71 $ - 8.87 Granted: 430,296 $ 1.18 $ - - Expired/ exercised and forfeited: (110,000 ) $ 5.50 $ - - Outstanding and expected to vest at February 28, 2018 1,286,770 $ 4.22 $ 117,829 8.50 Exercisable at February 28, 2018 463,637 $ 7.75 $ 12,130 7.68 |
Exercisable and unexercisable stock options | Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 32,000 $ 0.89 9.62 99,000 $ 0.89 9.62 4,167 $ 0.93 9.87 240,129 $ 0.93 9.87 215,554 $ 2.00 8.36 264,446 $ 2.00 8.36 16,668 $ 2.19 8.24 33,332 $ 2.19 8.24 41,995 $ 3.00 8.85 134,005 $ 3.00 8.96 30,000 $ 3.55 7.94 - $ 3.55 - 1,068 $ 8.10 6.92 - $ 8.10 - 20,000 $ 8.25 7.30 40,000 $ 8.25 7.30 41,434 $ 10.20 3.86 - $ 10.20 - 3,334 $ 11.25 7.22 3,333 $ 11.25 7.22 11,112 $ 16.50 6.63 8,888 $ 16.50 6.63 8,068 $ 22.50 6.92 - $ 22.50 - 38,237 $ 48.75 5.10 - $ 48.75 0 463,637 $ 7.75 7.68 823,133 $ 2.22 8.97 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Warrants Tables | |
Warrants issued and outstanding | Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 29, 2016 913,514 $ 14.56 — 3.14 Granted: 2,169,959 2.97 — — Cancelled/Expired/Exercised: (384,779 ) 12.94 — — Outstanding at February 28, 2017 2,698,694 $ 5.11 — 4.21 Granted: 373,318 1.64 — — Cancelled/Expired/Exercised: (11,894 ) 32.34 — — Outstanding at February 28, 2018 3,060,118 $ 4.34 90,068 3.38 |
Warrants exercisable | Exercise Number Weighted average Exercisable Prices of shares remaining life (years) number of shares $ 0.83 119,429 2.55 119,429 $ 0.89 83,332 4.80 83,332 $ 0.91 43,636 2.96 43,636 $ 1.27 162,486 4.33 162,486 $ 2.00 634,393 3.66 634,393 $ 3.00 1,653,974 3.69 1,653,974 $ 8.25 9,134 2.49 9,134 $ 10.50 126,978 2.10 126,978 $ 15.00 556 2.25 556 $ 18.75 695 2.25 695 $ 22.50 209,754 0.38 209,754 $ 31.50 15,684 0.88 15,684 $ 37.50 67 0.15 67 $ 4.34 3,060,118 3.38 3,060,118 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Note Payable Tables | |
Notes Payable | Note Convertible Note Debt Put Exchange Debt, Payable Payable Discount Feature Net February 29, 2016 balance $ 1,800,000 $ - (743,282 ) 476,402 1,533,120 Issuance of notes 150,000 - (74,931 ) 32,496 107,565 Repayment of notes (8,000 ) - - - (8,000 ) Additional debt discount upon notes amendment 101,400 - (264,812 ) 105,587 (57,825 ) Notes conversion (2,043,400 ) 1,000,000 114,058 - (929,342 ) Amortization of debt discount - - 958,053 - 958,053 Change in value of voluntary exchange feature - - - (614,485 ) (614,485 ) February 28, 2017 balance - 1,000,000 (10,914 ) - 989,086 Amortization of debt discount - - 10,914 - 10,914 February 28, 2018 balance $ - $ 1,000,000 $ - $ - $ 1,000,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
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 29, 2016 $ 188,351 $ 46,110 $ - $ 234,461 Addition 15,225 - 4,263,271 4,278,496 Change in fair value (46,372 ) (10,420 ) (2,349,193 ) (2,405,985 ) Fair value at February 28, 2017 $ 157,204 $ 35,690 $ 1,914,078 $ 2,106,972 Change in fair value (35,501 ) (9,816 ) (442,816 ) (488,133 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at February 28, 2018 $ 121,703 $ 25,874 $ - $ 147,577 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Estimated February 28, February 28, Useful Lives 2018 2017 Research equipment 7 years $ 629,416 $ 601,720 Computer equipment 5 years 78,149 78,149 707,565 679,869 Accumulated depreciation and amortization (353,467 ) (265,234 ) Equipment, net $ 354,098 $ 414,635 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Income Taxes Tables | |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended February 28, 2018 February 28, 2017 Federal income tax rate 32 % 34 % State income tax (net of federal benefit) 10 % 15 % Change in fair values of warrant and option liabilities 5 % 35 % Loss on extinguishment of debt 0 % (16 )% Stock options 0 % (5) % Other permanent differences and adjustments 1 % (1 )% Impact of tax law change (104) % 0 % Change in valuation allowance 56 % (62 )% Provision for income tax 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities | February 28, 2018 February 28, 2017 Accrued compensation $ 89,731 $ 70,354 Accrued interest - 6,674 Net operating loss carryovers 5,789,653 7,257,930 Research and development credit carryovers 298,012 253,125 Capital loss carryovers 11,607 16,663 Deferred rent 13,872 - Stock compensation 1,143,750 1,537,117 Total gross deferred tax assets 7,346,625 9,141,863 Depreciation (59,313 ) (90,655 ) Less: Valuation allowance (7,287,312 ) (9,051,208 ) Net deferred tax asset $ - $ - |
ORGANIZATION, BASIS OF PRESEN29
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Feb. 29, 2016 | |
Description Of Business And Going Concern Policies | |||
Date of incorporation | Mar. 28, 2007 | ||
State of incorporation | Nevada | ||
Stockholders' deficit | $ (1,548,942) | $ (2,795,180) | $ (1,769,797) |
Accumulated deficit | $ (29,499,909) | $ (26,318,885) |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Anti-dilutive securities | 9,282,549 | 5,523,223 |
Restricted Stock Units [Member] | ||
Anti-dilutive securities | 75,000 | 0 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 4,298,579 | 1,350,109 |
Convertible Debt [Member] | ||
Anti-dilutive securities | 562,082 | 507,946 |
Stock Options [Member] | ||
Anti-dilutive securities | 1,286,770 | 966,474 |
Warrants [Member] | ||
Anti-dilutive securities | 3,060,118 | 2,698,694 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Research and development costs | $ 1,256,514 | $ 1,009,134 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
Equity [Abstract] | ||
Dividend payable | $ 42,000 | $ 16,000 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Option [Member] | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Expected Term | 7 years 2 months 23 days | 6 years 3 months 22 days |
Minimum [Member] | ||
Expected volatility | 129.00% | 99.00% |
Risk-free interest rate | 1.90% | 1.00% |
Maximum [Member] | ||
Expected volatility | 139.00% | 133.00% |
Risk-free interest rate | 2.60% | 1.90% |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Options Outstanding | ||
Outstanding and expected to vest at End of Period | 3,060,118 | |
Weighted Average Exercise Price | ||
Outstanding and expected to vest at End of Period | $ 4.34 | |
Option [Member] | ||
Options Outstanding | ||
Outstanding at Beginning of Period | 966,474 | 426,976 |
Granted | 430,296 | 1,001,000 |
Expired/ Exercised/ Forfeited | (110,000) | (461,502) |
Outstanding and expected to vest at End of Period | 1,286,770 | 966,474 |
Options exercisable | 463,637 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 5.71 | $ 14.45 |
Granted | 1.18 | 2.14 |
Expired/ Exercised/ Forfeited | 5.50 | 6.05 |
Outstanding and expected to vest at End of Period | 4.22 | $ 5.71 |
Exercisable at End of period | $ 7.75 | |
Outstanding and expected to vest at End of Period | $ 117,829 | |
Exercisable at End of period | $ 12,130 | |
Weighted Average Remaining Contractual Term | ||
Outstanding and expected to vest at Beginning of Period | 8 years 10 months 13 days | 7 years 11 months 23 days |
Outstanding and expected to vest at End of Period | 8 years 6 months | 8 years 10 months 13 days |
Exercisable at End of period | 7 years 8 months 5 days |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - Option [Member] | 12 Months Ended |
Feb. 28, 2018$ / sharesshares | |
Options Exercisable | |
Options exercisable | shares | 463,637 |
Exercise Price | $ / shares | $ 7.75 |
Weighted Average Remaining Life (years) | 7 years 8 months 5 days |
Options Unexercisable | |
Number of Options | shares | 823,133 |
Exercise Price | $ / shares | $ 2.22 |
Weighted Average Remaining Life (years) | 8 years 11 months 19 days |
$ 0.89 | |
Options Exercisable | |
Options exercisable | shares | 32,000 |
Exercise Price | $ / shares | $ 0.89 |
Weighted Average Remaining Life (years) | 9 years 7 months 13 days |
Options Unexercisable | |
Number of Options | shares | 99,000 |
Exercise Price | $ / shares | $ 0.89 |
Weighted Average Remaining Life (years) | 9 years 7 months 13 days |
$ 0.93 | |
Options Exercisable | |
Options exercisable | shares | 4,167 |
Exercise Price | $ / shares | $ 0.93 |
Weighted Average Remaining Life (years) | 11 months 5 days |
Options Unexercisable | |
Number of Options | shares | 240,129 |
Exercise Price | $ / shares | $ 0.93 |
Weighted Average Remaining Life (years) | 9 years 10 months 13 days |
$ 2 | |
Options Exercisable | |
Options exercisable | shares | 215,554 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 8 years 4 months 10 days |
Options Unexercisable | |
Number of Options | shares | 264,446 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 8 years 4 months 10 days |
$ 2.19 | |
Options Exercisable | |
Options exercisable | shares | 16,668 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 8 years 2 months 26 days |
Options Unexercisable | |
Number of Options | shares | 33,332 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 8 years 2 months 26 days |
$ 3 | |
Options Exercisable | |
Options exercisable | shares | 41,995 |
Exercise Price | $ / shares | $ 3 |
Weighted Average Remaining Life (years) | 8 years 10 months 6 days |
Options Unexercisable | |
Number of Options | shares | 134,005 |
Exercise Price | $ / shares | $ 3 |
Weighted Average Remaining Life (years) | 8 years 11 months 16 days |
$ 3.55 | |
Options Exercisable | |
Options exercisable | shares | 30,000 |
Exercise Price | $ / shares | $ 3.55 |
Weighted Average Remaining Life (years) | 7 years 11 months 8 days |
Options Unexercisable | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 3.55 |
$ 8.10 | |
Options Exercisable | |
Options exercisable | shares | 1,068 |
Exercise Price | $ / shares | $ 8.1 |
Weighted Average Remaining Life (years) | 6 years 11 months 1 day |
Options Unexercisable | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 8.1 |
$ 8.25 | |
Options Exercisable | |
Options exercisable | shares | 20,000 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 7 years 3 months 18 days |
Options Unexercisable | |
Number of Options | shares | 40,000 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 7 years 3 months 18 days |
$ 10.20 | |
Options Exercisable | |
Options exercisable | shares | 41,434 |
Exercise Price | $ / shares | $ 10.2 |
Weighted Average Remaining Life (years) | 3 years 10 months 10 days |
Options Unexercisable | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 10.2 |
$ 11.25 | |
Options Exercisable | |
Options exercisable | shares | 3,334 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 7 years 2 months 19 days |
Options Unexercisable | |
Number of Options | shares | 3,333 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 7 years 2 months 19 days |
$ 16.50 | |
Options Exercisable | |
Options exercisable | shares | 11,112 |
Exercise Price | $ / shares | $ 16.5 |
Weighted Average Remaining Life (years) | 6 years 7 months 17 days |
Options Unexercisable | |
Number of Options | shares | 8,888 |
Exercise Price | $ / shares | $ 16.5 |
Weighted Average Remaining Life (years) | 6 years 7 months 17 days |
$ 22.50 | |
Options Exercisable | |
Options exercisable | shares | 8,068 |
Exercise Price | $ / shares | $ 22.5 |
Weighted Average Remaining Life (years) | 6 years 11 months 1 day |
Options Unexercisable | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 22.5 |
$ 48.75 | |
Options Exercisable | |
Options exercisable | shares | 38,237 |
Exercise Price | $ / shares | $ 48.75 |
Weighted Average Remaining Life (years) | 5 years 1 month 6 days |
Options Unexercisable | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 48.75 |
WARRANTS (Details)
WARRANTS (Details) - Stock Warrants [Member] - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Warrants Outstanding | ||
Outstanding at Beginning of Period | 2,698,694 | 913,514 |
Granted | 373,318 | 2,169,959 |
Expired/ Exercised/ Cancelled | (11,894) | (384,779) |
Outstanding at End of Period | 3,060,118 | 2,698,694 |
Weighted Average Exercise Price | ||
Outstanding at Beginning of Period | $ 5.11 | $ 14.56 |
Granted | 1.64 | 2.97 |
Expired/ Exercised/ Cancelled | 32.34 | 12.94 |
Outstanding at End of Period | $ 4.34 | $ 5.11 |
Average Intrinsic Value | ||
Outstanding at End of Period | $ 90,068 | |
Weighted Average Remaining Contractual Term | ||
Outstanding at Beginning of Period | 4 years 2 months 16 days | 3 years 1 month 20 days |
Outstanding at End of Period | 3 years 4 months 17 days | 4 years 2 months 16 days |
WARRANTS (Details 1)
WARRANTS (Details 1) | 12 Months Ended |
Feb. 28, 2018$ / sharesshares | |
Exercise price | $ / shares | $ 4.34 |
Number of shares | 3,060,118 |
Weighted average remaining life (years) | 3 years 4 months 17 days |
Exercisable number of shares | 3,060,118 |
Warrant [Member] | |
Exercise price | $ / shares | $ 0.83 |
Number of shares | 119,429 |
Weighted average remaining life (years) | 2 years 6 months 18 days |
Exercisable number of shares | 119,429 |
Warrant [Member] | |
Exercise price | $ / shares | $ 0.89 |
Number of shares | 83,332 |
Weighted average remaining life (years) | 4 years 9 months 18 days |
Exercisable number of shares | 83,332 |
Warrant [Member] | |
Exercise price | $ / shares | $ 0.91 |
Number of shares | 43,636 |
Weighted average remaining life (years) | 2 years 11 months 16 days |
Exercisable number of shares | 43,636 |
Warrant [Member] | |
Exercise price | $ / shares | $ 1.27 |
Number of shares | 162,486 |
Weighted average remaining life (years) | 4 years 3 months 29 days |
Exercisable number of shares | 162,486 |
Warrant [Member] | |
Exercise price | $ / shares | $ 2 |
Number of shares | 634,393 |
Weighted average remaining life (years) | 3 years 7 months 28 days |
Exercisable number of shares | 634,393 |
Warrant [Member] | |
Exercise price | $ / shares | $ 3 |
Number of shares | 1,653,974 |
Weighted average remaining life (years) | 3 years 8 months 8 days |
Exercisable number of shares | 1,653,974 |
Warrant [Member] | |
Exercise price | $ / shares | $ 8.25 |
Number of shares | 9,134 |
Weighted average remaining life (years) | 2 years 5 months 26 days |
Exercisable number of shares | 9,134 |
Warrant [Member] | |
Exercise price | $ / shares | $ 10.5 |
Number of shares | 126,978 |
Weighted average remaining life (years) | 2 years 1 month 6 days |
Exercisable number of shares | 126,978 |
Warrant [Member] | |
Exercise price | $ / shares | $ 15 |
Number of shares | 556 |
Weighted average remaining life (years) | 2 years 3 months |
Exercisable number of shares | 556 |
Warrant [Member] | |
Exercise price | $ / shares | $ 18.75 |
Number of shares | 695 |
Weighted average remaining life (years) | 2 years 3 months |
Exercisable number of shares | 695 |
Warrant [Member] | |
Exercise price | $ / shares | $ 22.5 |
Number of shares | 209,754 |
Weighted average remaining life (years) | 4 months 17 days |
Exercisable number of shares | 209,754 |
Warrant [Member] | |
Exercise price | $ / shares | $ 31.5 |
Number of shares | 15,684 |
Weighted average remaining life (years) | 10 months 17 days |
Exercisable number of shares | 15,684 |
Warrant [Member] | |
Exercise price | $ / shares | $ 37.5 |
Number of shares | 67 |
Weighted average remaining life (years) | 1 month 24 days |
Exercisable number of shares | 67 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Note Payable | ||
Note Payable, beginning of period | $ 989,086 | $ 1,533,120 |
Issuance of note | 107,565 | |
Repayment of notes | 0 | (8,000) |
Additional debt discount upon Notes amendments | (57,825) | |
Note conversions | (929,342) | |
Amortization of debt discount | 10,914 | 958,053 |
Change in value | (614,485) | |
Note payable, end of period | 1,000,000 | 989,086 |
Convertible Note Payable [Member] | ||
Note Payable | ||
Note Payable, beginning of period | 0 | 1,800,000 |
Issuance of note | 150,000 | |
Repayment of notes | (8,000) | |
Additional debt discount upon Notes amendments | 101,400 | |
Note conversions | (2,043,400) | |
Amortization of debt discount | 0 | 0 |
Change in value | 0 | |
Note payable, end of period | 0 | 0 |
Discount [Member] | ||
Note Payable | ||
Note Payable, beginning of period | 1,000,000 | 0 |
Issuance of note | 0 | |
Repayment of notes | 0 | |
Additional debt discount upon Notes amendments | 0 | |
Note conversions | 1,000,000 | |
Amortization of debt discount | 0 | 0 |
Change in value | 0 | |
Note payable, end of period | 1,000,000 | 1,000,000 |
Put Exchange Feature [Member] | ||
Note Payable | ||
Note Payable, beginning of period | (10,914) | (743,282) |
Issuance of note | (74,931) | |
Repayment of notes | 0 | |
Additional debt discount upon Notes amendments | (264,812) | |
Note conversions | 114,058 | |
Amortization of debt discount | 10,914 | 958,053 |
Change in value | 0 | |
Note payable, end of period | 0 | (10,914) |
Note Payable Net [Member] | ||
Note Payable | ||
Note Payable, beginning of period | 0 | 476,402 |
Issuance of note | 32,496 | |
Repayment of notes | 0 | |
Additional debt discount upon Notes amendments | 105,587 | |
Note conversions | 0 | |
Amortization of debt discount | 0 | 0 |
Change in value | (614,485) | |
Note payable, end of period | $ 0 | $ 0 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Equipment, gross | $ 707,565 | $ 679,869 |
Accumulated depreciation and amortization | (353,467) | (265,234) |
Equipment, net | $ 354,098 | 414,635 |
Research Equipment [Member] | ||
Estimated useful life | 7 years | |
Equipment, gross | $ 629,416 | 601,720 |
Computer Equipment [Member] | ||
Estimated useful life | 5 years | |
Equipment, gross | $ 78,149 | $ 78,149 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 89,238 | $ 95,838 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Income Taxes Details | ||
Federal income tax rate | 32.00% | 34.00% |
State income tax (net of federal benefit) | 10.00% | 15.00% |
Change in fair value of warrant and option liabilities | 5.00% | 35.00% |
Loss on extinguishment of debt | 0.00% | (16.00%) |
Stock options | 0.00% | (5.00%) |
Other permanent differences and adjustments | 1.00% | (1.00%) |
Impact of tax law change | (104.00%) | 0.00% |
Change in valuation allowance | 56.00% | (62.00%) |
Provision for income tax | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
Income Taxes Details 1 | ||
Accrued compensation | $ 89,731 | $ 70,354 |
Accrued interest | 0 | 6,674 |
Net operating loss carryovers | 5,789,653 | 7,257,930 |
Research and development credits | 298,012 | 253,125 |
Capital loss carryover | 11,607 | 16,663 |
Deferred rent | 13,872 | 0 |
Stock-based compensation | 1,143,750 | 1,537,117 |
Total | 7,346,625 | 9,141,863 |
Depreciation | (59,313) | (90,655) |
Less: Valuation allowance | (7,287,312) | (9,051,208) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Income Taxes Details Narrative | ||
Change in valuation allowance | $ (1,800,000) | $ 1,800,000 |
Federal and state net operating loss carry-forwards | 21,700,000 | $ 19,300,000 |
Research and development credits | $ 300,000 |