10. STOCKHOLDERS' EQUITY | 3 Months Ended |
Feb. 28, 2015 |
Equity [Abstract] | |
10. STOCKHOLDERS' EQUITY | 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 11,510,431 shares of Common Stock issued and outstanding as of November 30, 2014 and February 28, 2015. |
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| | No. of Shares | | | Price per Share | | | | | | | | | |
Common Stock | | | | | | | | | | | | | | |
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Balance as at November 30, 2013 | | | 7,231,417 | | | | | | | | | | | | |
Issuance of shares under private placement | | | 1,081,161 | | | $ | 2 | | | | | | | | | |
Issuance of shares under public offering | | | 2,800,000 | | | $ | 2 | | | | | | | | | |
Issuance of shares upon conversion of Preferred Stocks units | | | 148,960 | | | $ | 2.26 | | | | | | | | | |
Issuance of shares upon conversion of accrued dividends on Preferred Stocks units | | | 7,205 | | | $ | 2.26 | | | | | | | | | |
Issuance of shares for cash | | | 16,129 | | | See below | | | | | | | | | |
Issuance of shares for services | | | 183,871 | | | See below | | | | | | | | | |
Issuance of shares for loan settlement | | | 34,688 | | | $ | 3.69 | | | | | | | | | |
Issuance of shares upon conversion of Placement Agent Warrant | | | 7,000 | | | | 2 | | | | | | | | | |
Balance as at November 30, 2014 and February 28, 2015 | | | 11,510,431 | | | | | | | | | | | | | |
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During the year ended November 30, 2014, the following issuances were completed: |
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Issuance of Common Stock units under Private Placement |
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During the month of December 2013 the Company issued a total of 1,081,161 units (each a “Unit”) to accredited investors at a price of $2.00 per Unit under a private placement and raised net proceeds of approximately $1.87 million, after deducting the sales commission and fees (the “December 2013 Private Placement”). Each Unit consists of one share of Common Stock and one five year Common Stock Warrant to purchase one share of Common Stock at an exercise price of $4.00 per share (“Common Stock Warrant”). (see Stock Warrant Table below). |
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In connection with the December 2013 Private Placement, the Company issued compensatory warrants (the “Placement Agent Warrant”) to the Placement Agents for the offering exercisable for an aggregate of 108,116 Units. Each of these warrants is exercisable to acquire a Unit at an exercise price of $2.00 per Unit. The fair value of these warrants at the grant date was $257,553. This amount was estimated using the Black-Scholes option pricing model with an expected life of 5 years, risk free interest rates between 1.66% and 1.74%, a dividend yield of 0%, and an expected volatility of 75%. (see Stock Warrant Table below). |
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Issuance of Common Stocks upon conversion of Preferred Stocks units and accrued dividends |
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i) | Series A-2 Preferred Stock Conversions | | | | | | | | | | | | | | | |
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On March 13, 2014, two holders of our Series A-2 Convertible Preferred Stock (“Series A-2 Preferred”) converted 20,876 shares of outstanding Series A-2 Preferred with an aggregate stated value of approximately $49,139 (including accrued dividends of $1,750). The Series A-2 Preferred was converted into 21,648 shares of Common Stock at a price of $2.27 per share, which included the issuance of 772 shares of Common Stock attributable to the conversion of the accrued dividends. |
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On May 9, 2014, a holder of our Series A-2 Preferred converted 10,438 shares of outstanding Series A-2 Preferred with an aggregate stated value of approximately $26,250 (including accrued dividends of $1,250). The Series A-2 Preferred was converted into 10,989 shares of Common Stock at a price of $2.27 per share, which included the issuance of 551 shares of Common Stock attributable to the conversion of the accrued dividends. |
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ii) | Series A-1 Preferred Stock Conversions | | | | | | | | | | | | | | | |
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On March 17, 2014, two holders of our Series A-1 Convertible Preferred Stock (“Series A-1 Preferred”) converted 117,646 shares of outstanding Series A-1 Preferred with an aggregate stated value of approximately $293,235 (including accrued dividends of $13,235). The Series A-1 Preferred was converted into 123,528 shares of Common Stock at a price of $2.25 per share, which included the issuance of 5,882 shares of Common Stock attributable to the conversion of the accrued dividends. |
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Issuance of Common Stocks under Public Offering |
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On May 27, 2014, the Company closed an underwritten public offering of 2,500,000 shares of Common Stock and raised net proceeds of $4.5 million, after deducting Underwriter’s fees and estimated offering expenses. Under the terms of the Underwriting Agreement, the Underwriter had an option through June 26, 2014, to purchase up to an additional 375,000 shares of Common Stock under the same terms as the public offering to cover over-allotments (the “Over-Allotment Option”), if any. |
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On May 28, 2014, the Underwriter partially exercised the Over-Allotment Option for 300,000 shares of Common Stock raising approximately $550,000 of additional net proceeds for the Company. |
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Issuance of Common Stock for cash and services rendered |
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On January 3, 2014, the Company issued 25,000 shares of Common Stock in the second installment quarterly payment of consulting fees for services to be rendered by a consultant for over a year which were valued at $87,250, based on the closing market price of $3.49 per share on the day of issuance. On May 1, 2014, the Company issued 25,000 shares of Common Stock in the third quarterly installment payment of consulting fees for services to be rendered by the consultant which were valued at $61,250, based on the closing market price of $2.45 per share on the date of issuance. On August 1, 2014, the Company issued 25,000 shares of Common Stock in the final quarterly installment payment of consulting fees for services to be rendered by the consultant which were valued at $42,500, based on the closing market price of $1.70 per share on the date of issuance. |
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On January 10, 2014, the Company sold 50,000 Units to an accredited investor in a private placement for a purchase price of $125,000 (or $2.50 per Unit) of which $100,000 was paid in cash and $25,000 was settled through services rendered to the Company, which was included in the selling, general and administrative expenses. The aggregate fair value of the Units sold in this offering was $310,000 (or $6.20 per Unit), based on the closing market price of $3.58 per share of Common Stock on the day of issuance, and the fair value of the Common Stock Warrants of $2.62 per warrant. The Common Stocks allocated to cash portion was 16,129 Common Stocks ($100,000/$310,000 x 50,000 units) and the services portion allocated is 33,871 Common Stocks. The fair value of the Common Stock Warrants was estimated using the Black-Scholes option pricing model with an expected life of 5 years, risk free interest rates of 1.64%, a dividend yield of 0%, and an expected volatility of 100%. The excess of the estimated fair value over the purchase price in the amount of $185,000 is included in the selling, general and administrative expenses. (see Stock Warrant Table below). |
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On January 28, 2014, the Company issued 25,000 shares of Common Stock in payment of consulting fees for services to be rendered by a consulting corporation for a term of six months. These shares of Common Stock were valued at $88,750, based on the closing market price of $3.55 per share on the date of issuance. |
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On November 20, 2014, the company issued 50,000 shares of Common Stock for services rendered by a consultant which were valued at $56,000, based on the closing market price of $1.12 per share on date of issuance. |
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Issuance of Common Stock for loan settlement |
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On January 17, 2014, the Company issued 34,688 shares of Common Stock to a note holder at $3.69 per share of Common Stock upon conversion of $128,000 of a note payable by the Company. The note was repaid in full during the year ended November 30, 2014. |
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Issuance of Common Stocks upon conversion of Placement Agent Warrants |
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On May 9 and 19, 2014, two holders of Placement Agent Warrants exercised their warrants for an aggregate of 7,000 Units at a price of $2.00 per Unit or an aggregate stated value of $14,000, which included 7,000 shares of Common Stock and 7,000 Warrants (each at an exercise price of $4.00). |
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During the three months ended February 28, 2015, the following issuance was completed: |
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Issuance of Common Stock Warrants to a lender |
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On December 18, 2014, the Company issued a 5-year common stock warrant exercisable for up to 150,000 shares at a price of $0.95 per share to a lender (see note 6). The fair value of this warrant was estimated using the Black-Scholes option pricing model with an expected life of 5 years, risk free interest rates of 1.68%, a dividend yield of 0%, and an expected volatility of 95%. The estimated fair value of $67,680 is included in the selling, general and administrative expenses. (see Stock Warrant Table below). |
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PREFERRED STOCK |
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The Company is also authorized to issue up to 10,000,000 shares of preferred stock with a par value of $0.001 and had 111,822 and 111,822 shares of preferred stock issued or outstanding as of November 30, 2014 and February 28, 2015. |
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As at February 28, 2015, total accumulated dividends are $48,548 that have not been declared or accrued (November 30, 2014 - $23,004). |
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STOCK WARRANT 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, 2013 | | | | | | | 2,678,872 | | | | | | | |
Common Stock Warrants issued – Private Placement | | Dec. 20, 2013 | | 5 years from grant date | | | 1,081,161 | | | $ | 4 | | | | |
Placement Agent Warrant – Private Placement | | Dec. 20 2013 | | 5 years from grant date | | | 108,116 | | | $ | 2 | | | $ | 257,553 | |
Placement Agent Warrant – Private Placement (November 27, 2013) | | Dec. 20 2013 | | 5 years from grant date | | | 5,000 | | | $ | 2 | | | $ | 6,403 | |
Common Stock Warrant issued-accredited investor | | Jan. 10, 2014 | | 5 years from grant date | | | 50,000 | | | $ | 4 | | | | | |
Placement Agent Warrant exercise | | | | | | | -7,000 | | | $ | 2 | | | | | |
Common Stock Warrant issued upon exercise of Placement Agent Warrant | | May 9 and 14, 2014 | | Dec. 20, 2018 | | | 7,000 | | | $ | 4 | | | | | |
Balance as at November 30, 2014 | | | | | | | 3,923,149 | | | | | | | | | |
Common Stock Warrant issued (note 6) | | 18-Dec-14 | | 5 years from grant date | | | 150,000 | | | $ | 0.95 | | | | | |
Balance as at February 28, 2015 | | | | | | | 4,073,149 | | | | | | | | | |