12. STOCKHOLDERS' EQUITY | 12 Months Ended |
Nov. 30, 2013 |
Equity [Abstract] | ' |
12. STOCKHOLDERS' EQUITY | ' |
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Common Stock |
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The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 6,553,169 and 7,231,417 shares of Common Stock issued and outstanding as of November 30, 2012 and 2013, respectively. |
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| | No. of Shares | | | Price per Share | | | | | | | | |
Common Stock | | | | | | | | | | | | | |
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Balance as at November 30, 2011 | | | 5,734,447 | | | | | | | | | | | | |
Issuance for cash | | | 258,722 | | | $ | 7.67 | | | | | | | | |
October 2012 – IPO issuance | | | 560,000 | | | $ | 5 | | | | | | | | |
Balance as at November 30, 2012 | | | 6,553,169 | | | | | | | | | | | | |
February 2013 Private Placement | | | 425,000 | | | $ | 4 | | | | | | | | |
August 2013 Private Placement | | | 28,248 | | | $ | 1.77 | | | | | | | | |
November 2013 Private Placement | | | 200,000 | | | $ | 2 | | | | | | | | |
November 2013 Issuance | | | 25,000 | | | $ | 2.08 | | | | | | | | |
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| | | 7,231,417 | | | | | | | | | | | | |
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February 2013 Private Placement: |
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In the February 2013 Private Placement, the Company issued 425,000 Units to accredited investors at a price of $4.00 per unit and raised net proceeds of approximately $1,493,850, after deducting the sales commission and fees. Each Unit consists of one share of Common Stock, one Class A Warrant and one Class B Warrant, identical to the securities issued under the IPO. Each Class A and Class B warrant is exercisable to purchase one share of Common Stock at $7.50 and $10.00, respectively, and expires on October 12, 2017. |
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In connection with the issuance of the Units in the February 2013 Private Placement, the Company issued warrants to purchase an aggregate of 42,500 Units, with an exercise price of $4.20 per Unit, to the placement agents for the February 2013 Private Placement. The fair value of these warrants on the issuance date was $101,600, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.89%, a dividend yield of 0%, and an expected volatility of 75% (see Stock Warrants table below). |
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August 2013 Private Placement: |
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In August 2013, the Company raised gross proceeds of $50,000 in the Regulation S Private Placement, pursuant to which it issued 28,248 shares of Common Stock and 28,248 Regulation S Warrants. Under the Regulation S Private Placement, the Company is authorized to sell, issue and deliver up to 1,000,000 units at a price per unit equal to the closing price per share of Common Stock on the trading day immediately preceding each closing plus $0.125. Each unit consists of one share of Common Stock and one Regulation S Warrant. |
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November 2013 Private Placement: |
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In November 2013, the Company commenced a private offering of 1,281,161 common stock units ("Common Stock Units") at $2.00 per unit (the “Common Stock Unit Private Placement”). Each unit consisted of one share of Common Stock and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Common Stock Warrant”). In November 2013, the Company sold an aggregate of 200,000 Common Stock Units to accredited investors and raised net proceeds of approximately $363,000, after deducting the sales commission and fees, in the Common Stock Unit Private Placement. (see Note 18 "Subsequent Events” for sale of the remaining Common Stock Units). |
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In connection with the issuance of some of the units in the Common Stock Unit Private Placement, the Company issued warrants to purchase an aggregate of 5,000 Common Stock Units, with an exercise price of $2.00 per unit, to the placement agents for the Common Stock Unit Private Placement. The fair value of these warrants on the issuance date was $6,400, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.36%, a dividend yield of 0%, and an expected volatility of 75%. (Issued December 20, 2013). |
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November 2013 Issuance: |
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On November 18, 2013, the Company entered into a Consulting Agreement pursuant to which it agreed to issue 100,000 shares of Common Stock in four equal installments to a consultant as payment for services rendered and to be rendered by the consultant to the Company. The number of shares of Common Stock was determined based on the $2.08 per share closing market price on November 18, 2013. To date, 25,000 shares of Common Stock have been issued to a consultant pursuant to the Consulting Agreement. |
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Preferred Stock |
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The Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.001 and had nil and 260,782 shares of preferred stock issued or outstanding as of November 30, 2012 and 2013. |
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| | No. of Shares | | | Price per Share | | | | | | | | |
Preferred Stock | | | | | | | | | | | | | |
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Balance as at November 30, 2012 | | | - | | | | | | | | | | | | |
Series A-1 Private Placement | | | 138,654 | | | $ | 2.38 | | | | | | | | |
Series A-2 Private Placement | | | 122,128 | | | $ | 2.395 | | | | | | | | |
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| | | 260,782 | | | | | | | | | | | | |
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Series A-1 Private Placement: |
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In September 2013, the Company issued 138,654 units to accredited investors at a price of $2.38 per unit (the “Series A-1 Units”) under its Series A-1 Preferred Stock private placement and raised net proceeds of approximately $251,300, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”). |
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In connection with the issuance of the Series A-1 Units, the Company issued warrants to purchase an aggregate of 13,865 Series A-1 Units, with an exercise price of $2.38 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $10,330, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.74%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below). |
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Series A-2 Private Placement: |
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In October 2013, the Company issued 122,128 units to accredited investors at a price of $2.395 per unit (the “Series A-2 Units”) under its Series A-2 Preferred Stock private placement and raised net proceeds of approximately $221,610, after deducting the sales commission and fees. Each unit consists of one share of Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share of the Company (“Series A Preferred Stock”) and one five year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $4.00 per share, which are exercisable beginning six months after the issuance date (the “Series A Warrant”). |
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In connection with the issuance of the Series A-2 Units, the Company issued warrants to purchase an aggregate of 12,213 Series A-2 Units, with an exercise price of $2.395 per Unit, to the placement agents for the Private Placement. The fair value of these warrants on the issuance date was $8,500, which has been recorded to additional paid-in capital. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 1.29%, a dividend yield of 10%, and an expected volatility of 75%. (see Stock Warrants table below). |
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Stock Warrants Table |
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| Grant Date | | Exercise Period | | No of Warrants | | | Exercise Price per share | | | Fair Value of Broker Warrants | |
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Balance as at November 30, 2011 | Nov. 23, 2011 | | 2 years from October 1, 2013 | | | 65,189 | | | $ | 5 | | | | |
Warrants issued | Jan. 27, 2012 | | 2 years from October 1, 2013 | | | 26,075 | | | $ | 5 | | | | |
Class A warrants - IPO related | Oct. 12, 2012 | | 5 years from October 30, 2013 | | | 560,000 | | | $ | 7.5 | | | | |
Class B warrants - IPO related | Oct. 12, 2012 | | 5 years from October 30, 2013 | | | 560,000 | | | $ | 10 | | | | |
Broker Warrants related to IPO | Oct. 12, 2012 | | 5 years from October 30, 2013 | | | 56,000 | | | $ | 6 | | | $ | 159,250 | |
Class A warrants | Oct. 25, 2012 | | 5 years from October 30, 2013 | | | 2,000 | | | $ | 7.5 | | | | | |
Class B warrants | Oct. 25, 2012 | | 5 years from October 30, 2013 | | | 2,000 | | | $ | 10 | | | | | |
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Balance as at November 30, 2012 | | | | | | 1,271,264 | | | | | | | | | |
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Class A warrants - Private Placement | Feb. 19, 2013 | | 5 years from grant date | | | 425,000 | | | $ | 7.5 | | | | | |
Class B warrants - Private Placement | Feb. 19, 2013 | | 5 years from grant date | | | 425,000 | | | $ | 10 | | | | | |
Broker warrants - Private Placement | Feb. 19, 2013 | | 5 years from grant date | | | 42,500 | | | $ | 4.2 | | | $ | 101,600 | |
Common stock warrants - Private Placement | Aug. 21, 2013 | | 5 years from grant date | | | 28,248 | | | $ | 4 | | | | | |
Common stock warrants - Private Placement | Sept. 17, 2013 | | 5 years from grant date | | | 138,654 | | | $ | 4 | | | | | |
Broker warrants - Private Placement | Sept. 17, 2013 | | 5 years from grant date | | | 13,865 | | | $ | 2.38 | | | $ | 10,330 | |
Common stock warrants - Private Placement | Oct. 29, 2013 | | 5 years from grant date | | | 122,128 | | | $ | 4 | | | | | |
Broker warrants - Private Placement | Oct. 29, 2013 | | 5 years from grant date | | | 12,213 | | | $ | 2.4 | | | $ | 8,500 | |
Common stock warrants - Private Placement | Nov. 4, 2013 | | 5 years from grant date | | | 150,000 | | | $ | 4 | | | | | |
Common stock warrants - Private Placement | Nov. 27, 2013 | | 5 years from grant date | | | 50,000 | | | $ | 4 | | | | | |
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Balance as at November 30, 2013 | | | | | | 2,678,872 | | | | | | | | | |
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During the year ended November 30, 2012, the Company issued 258,722 shares of Common Stock for cash at $7.67 per share and 26,075 Common Stock warrants at an exercise price of $7.67. On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share. |
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On November 23, 2011, the Company issued together with 130,378 shares of Common Stock, 65,189 Common Stock warrants at an exercise price of $7.67. The warrants were initially exercisable for a period of one year commencing from the date the Company starts trading publicly on the NASDAQ or the NYSE MKT. On October 1, 2013, the warrants were amended to extend the exercise period of one year from IPO issuance to two years from October 1, 2013 and decrease the exercise price from $7.67 to $5.00 per share.The warrant holders are generally protected from anti-dilution by adjustments for any stock dividends, stock split, combination or other recapitalizations. In addition, the Company was required to issue or cause to be transferred 52,151 shares of additional Common Stock as penalty shares on behalf of the Company, should the Company not be listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, on or before July 1, 2012. As the Company was not listed on the NASDAQ or the NYSE MKT, and did not meet certain operating requirements, by July 1, 2012, a Company's shareholder, Softdiffusion SA, transferred 52,151 shares of Common Stock with an estimated fair value of $7.67 per share to a new stockholder as settlement for the penalty share obligation. The estimated fair value of $399,998 for these shares have been recorded by the Company as part of the general and administrative expenses and charged to additional paid-in capital for the fiscal year ended November 30, 2012. |
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As described in Note 1, on October 30, 2012, the Company completed an IPO pursuant to which it sold 560,000 Units, with an offering price of $5.00, and received net proceeds of $1.8 million, after deducting the underwriting fees and offering expenses. The total expenses amounting to $996,477 that were directly incurred in connection with the IPO, including underwriting fees, offering expenses and legal costs were charged against additional paid-in capital upon completion of the IPO. Each Unit consists of (i) one share of Common Stock, (ii) one Class A warrant, to purchase one share of Common Stock at an exercise price of $7.50, and (iii) one Class B warrant, to purchase one share of Common Stock at an exercise price of $10.00. The Class A and Class B warrants are exercisable for a period of five years commencing from the date of the IPO. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class A warrants at a price of $0.05 per warrant after the closing bid price of its Common Stock has been at or above 200% of the unit offering price for five consecutive trading days, by giving the holders not less than 30 days’ notice. Commencing six months after the date of the IPO, the Company may redeem some or all of the Class B warrants at a price of $0.05 per warrant after it reports, for any four consecutive fiscal quarters, a total of $8 million of income before income taxes, by giving the holders not less than 30 days’ notice. |
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On October 30, 2012, in connection with the IPO, the Company issued warrants to purchase 56,000 Units, identical to the Units offered under the IPO, with an exercise price of $6.00, to the representative of the underwriters of the offering. The fair value of these warrants at the date of the grant was $159,249. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 0.74%, a dividend yield of 0%, and an expected volatility of 75%. |