Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2016 | Sep. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Pivot Pharmaceuticals Inc. | |
Entity Central Index Key | 1,464,165 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 75,622,100 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Current assets: | ||
Cash | $ 3,050 | $ 71,639 |
Prepaids and other current assets | 11,690 | 31,576 |
Total current assets | 14,740 | 103,215 |
Security deposit | 2,900 | 2,900 |
Total assets | 17,640 | 106,115 |
Current liabilities | ||
Accounts payable and accrued liabilities | 682,806 | 397,482 |
Due to related parties (Note 6) | 39,274 | 37,622 |
Total liabilities | 722,080 | 435,104 |
Stockholders' Deficit | ||
Common stock: Unlimited shares authorized, without par value, 75,572,100 and 74,722,100 shares issued and outstanding, respectively | 7,317,873 | 7,054,499 |
Common stock issuable (Note 4) | 4,378 | 16,206 |
Additional paid-in capital | 10,208,982 | 6,174,601 |
Accumulated other comprehensive income | 595,085 | 745,251 |
Accumulated deficit | (18,830,758) | (14,319,546) |
Total stockholder's deficit | (704,440) | (328,989) |
Total liabilities and stockholder's deficit | $ 17,640 | $ 106,115 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Jul. 31, 2016 | Jan. 31, 2016 |
Consolidated Balance Sheets Parenthetical | ||
Common stock, Shares issued | 75,572,100 | 74,722,100 |
Common stock, Shares outstanding | 75,572,100 | 74,722,100 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Consolidated Statements Of Operations | ||||
Revenue | ||||
Expenses | ||||
Depreciation and amortization | 92 | 183 | ||
Foreign exchange loss | 63,129 | 3,219 | 77,359 | 4,366 |
General and administrative | 72 | 600,006 | 974,421 | 874,769 |
Management fees (Note 6) | 1,122,368 | 1,743,010 | 3,368,947 | 2,415,218 |
Professional fees | (6,171) | 18,384 | 90,483 | 227,669 |
Total expenses | 1,179,398 | 2,364,711 | 4,511,210 | 3,522,205 |
Loss from operations | (1,179,398) | (2,364,711) | (4,511,210) | (3,522,205) |
Other (expenses) income | ||||
Gain on change in fair value of derivative liabilities | 6,167 | 14,958 | ||
Total other income | 6,167 | 14,958 | ||
Net loss | (1,179,398) | (2,358,544) | (4,511,210) | (3,507,247) |
Other comprehensive income | ||||
Foreign currency translation adjustment | (36,363) | (325,139) | 150,166 | (403,746) |
Net comprehensive loss | $ (1,215,761) | $ (2,683,683) | $ (4,361,044) | $ (3,910,996) |
Net loss per share, basic and diluted | $ (0.02) | $ (0.03) | $ (0.06) | $ (0.05) |
Weighted average shares outstanding - basic and diluted | 75,179,627 | 78,850,723 | 75,010,761 | 75,801,336 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating activities | ||
Net loss | $ (4,511,210) | $ (3,507,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 183 | |
Fair value of stock options vested | 3,858,395 | |
Loss on change in fair value of derivative liabilities | (14,958) | |
Stock issued for services | 252,598 | 3,456,669 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | 13,686 | (989) |
Accounts payable and accrued liabilities | 271,953 | 20,133 |
Due to related parties | 11,463 | |
Net cash used in operating activities | (114,578) | (34,746) |
Financing activities | ||
Proceeds from stock to be issued | 240,000 | |
Proceeds from related party advances | 33,000 | |
Net cash provided by financing activities | 33,000 | 240,000 |
Effects of exchange rate changes on cash | 12,989 | 1,403 |
(Decrease) increase in cash | (68,589) | 206,657 |
Cash - beginning of period | 71,639 | 839 |
Cash - end of period | 3,050 | 207,496 |
Supplemental disclosures: | ||
Interest paid | ||
Income tax paid |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 1. Nature of Operations and Continuance of Business | Pivot Pharmaceuticals Inc. (the Company) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002. On April 7, 2015, the Company changed its name from Neurokine Pharmaceuticals Inc. to Pivot Pharmaceuticals Inc. The Company is in the business of developing and commercializing therapeutic pharmaceutical products, focused on the strategy of identifying new therapeutic treatments to address unmet medical needs in womens health. These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of July 31, 2016, the Company has not earned any revenue, has a working capital deficit of $707,340 and an accumulated deficit of $18,830,758. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. These factors raise substantial doubt about the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 2. Significant Accounting Policies | (a) Basis of Presentation The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. dollars. The Companys fiscal year-end is January 31. (b) Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Interim Financial Statements These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys consolidated financial position, results of operations and cash flows for the periods shown. The consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. (d) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidating entities include: % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. 100% USA (e) Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. (f) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 3. Property and Equipment | Cost $ Accumulated amortization $ July 31, 2016 Net carrying value $ (unaudited) January 31, 2016 Net carrying value $ Office furniture and equipment 1,628 1,628 Depreciation expense included as a charge to income was $nil and $183 for the six months ended July 31, 2016 and 2015, respectively. |
Common Stock
Common Stock | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 4. Common Stock | (a) On February 10, 2016, the Company issued 100,000 shares of common stock to service providers for services provided valued at $68,000. The value of the common stock was based on the market price of the stock on the date of issuance. (b) On February 29, 2016, March 31, 2016, May 2, 2016, May 31, 2016 and June 28, 2016, the Company issued 25,000 shares of common stock on each of these dates to the Companys CEO as monthly compensation valued at $15,000, $13,750, $7,500, $6,000, and $4,875, respectively. The value of the common stock was based on the market price of the stock on the date of issuance. On July 31, 2016, 25,000 shares of common stock were issuable to the Companys CEO as compensation and valued at $3,750. (c) In June 2016, 600,000 shares of common stock were issued to service providers and valued at $144,500 based on the market price of the stock on the dates of issuances. (d) On July 31, 2016, 25,000 shares of common stock, valued at $3,750, previously held in escrow were released to a member of the Companys Scientific Advisory Board (SAB member). The value of the common stock was based on the market price of the stock on the date of issuance. On July 31, 2016, common stock with a fair value of $628 remains issuable to this SAB member. |
Stock Options
Stock Options | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 5. Stock Options | Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with. The following table summarizes the continuity of the Companys stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2015 80,000 0.05 Granted 6,200,000 0.10 4.4 4,930,000 Expired (80,000 ) (0.05 ) Outstanding, January 31, 2016 6,200,000 0.10 4.4 4,930,000 Granted 7,279,000 0.70 4.6 Forfeited (2,000,000 ) (0.10 ) Outstanding, July 31, 2016 11,479,000 0.48 4.5 200,000 The fair value of stock-based compensation expense was estimated using the Black-Scholes option pricing model and the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 200,000 options expiring on November 30, 2020 387 % 1.03 % 0 % 4.3 7,250,000 options expiring on February 22, 2021 433 % 1.03 % 0 % 4.6 29,000 options expiring on May 2, 2021 433 % 1.03 % 0 % 4.8 Additional information regarding stock options as of July 31, 2016, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 100,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 3,625,000 0.70 February 22, 2021 29,000 26,000 0.34 May 2, 2021 11,479,000 7,751,000 $556,211 of stock-based compensation have yet to be recognized and will be recognized in future periods. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 6. Related Party Transactions | As at July 31, 2016, the Company owed $857 (January 31, 2016 - $800) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. As at July 31, 2016, the Company owed $33,297 (January 31, 2016 Receivable of $866) to the Companys Chief Executive Officer. As at July 31, 2016, the Company owed $6,274 (January 31, 2016 - $37,622) to related parties related to stock options to be granted pursuant to the Agreement and Plan of Merger and Acquisition Agreement dated as of November 4, 2015 between the Company and IndUS (Note 2). On April 15, 2015, the Company issued 2,000,000 shares of common stock to an officer for services provided. This $191,356 of compensation expense has been included in professional fees. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note 7. Subsequent Events | On August 2, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation, which shares were issuable as at July 31, 2016 (Note 4(b)). On August 30, 2016, the Company issued 25,000 shares of common stock to its CEO as compensation. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2016 | |
Significant Accounting Policies Policies | |
Basis of Presentation | The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. dollars. The Companys fiscal year-end is January 31. |
Use of Estimates | The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Interim Financial Statements | These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys consolidated financial position, results of operations and cash flows for the periods shown. The consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. |
Basis of Consolidation | The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidating entities include: % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. 100% USA |
Loss Per Share | The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Property And Equipment Tables | |
Property and Equipment | Cost $ Accumulated amortization $ July 31, 2016 Net carrying value $ (unaudited) January 31, 2016 Net carrying value $ Office furniture and equipment 1,628 1,628 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Stock Options Tables | |
Schedule of Stock Options | Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2015 80,000 0.05 Granted 6,200,000 0.10 4.4 4,930,000 Expired (80,000 ) (0.05 ) Outstanding, January 31, 2016 6,200,000 0.10 4.4 4,930,000 Granted 7,279,000 0.70 4.6 Forfeited (2,000,000 ) (0.10 ) Outstanding, July 31, 2016 11,479,000 0.48 4.5 200,000 |
Fair value of stock-based compensation expense | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 200,000 options expiring on November 30, 2020 387 % 1.03 % 0 % 4.3 7,250,000 options expiring on February 22, 2021 433 % 1.03 % 0 % 4.6 29,000 options expiring on May 2, 2021 433 % 1.03 % 0 % 4.8 |
Additional information of stock options | Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 100,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 3,625,000 0.70 February 22, 2021 29,000 26,000 0.34 May 2, 2021 11,479,000 7,751,000 |
Nature of Operations and Cont16
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Nature Of Operations And Continuance Of Business Details Narrative | ||
Working capital deficit | $ (707,340) | |
Accumulated deficit | $ (18,830,758) | $ (14,319,546) |
Significant Accounting Polici17
Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Significant Accounting Policies Details Narrative | ||
Potentially dilutive shares | 3,970,000 | 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Net carrying value | ||
Office furniture and equipment [Member] | ||
Cost | 1,628 | |
Accumulated amortization | $ 1,628 |
Property and Equipment (Detai19
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Notes to Financial Statements | ||||
Depreciation expense | $ 92 | $ 183 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | 6 Months Ended |
Jul. 31, 2016USD ($)shares | |
Common Stock Details Narrative | |
Issuance of common stock as compensation, Shares | shares | 25,000 |
Issuance of common stock as compensation, Amount | $ 3,750 |
Issuance of common stock, fair value | $ 628 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2016 | Jan. 31, 2016 | |
Number of Options | ||
Balance, beginning | 6,200,000 | 80,000 |
Granted | 7,279,000 | 6,200,000 |
Expired | (80,000) | |
Forfeited | (2,000,000) | |
Balance, ending | 11,479,000 | 6,200,000 |
Weighted Average Exercise Price | ||
Balance, beginning | $ 0.10 | $ 0.05 |
Granted | 0.70 | 0.10 |
Expired | (0.05) | |
Forfeited | (0.10) | |
Balance, ending | $ 0.48 | $ 0.10 |
Weighted Average Remaining Contractual Life (years) | ||
Balance, beginning | 4 years 7 months 6 days | |
Granted | 4 years 9 months 18 days | 4 years 7 months 6 days |
Balance, ending | 4 years 8 months 12 days | 4 years 7 months 6 days |
Aggregate Intrinsic Value | ||
Balance, beginning | $ 4,930,000 | |
Granted | 4,930,000 | |
Expired | ||
Balance, ending | $ 200,000 | $ 4,930,000 |
Stock Options (Details 1)
Stock Options (Details 1) | 6 Months Ended |
Jul. 31, 2016 | |
200,000 options expiring on November 30, 2020 [Member] | |
Expected Volatility | 387.00% |
Risk-free Interest Rate | 1.03% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 3 months 18 days |
6,000,000 options expiring on December 14, 2020 [Member] | |
Expected Volatility | 433.00% |
Risk-free Interest Rate | 1.03% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 7 months 6 days |
7,250,000 options expiring on February 22, 2021 [Member] | |
Expected Volatility | 433.00% |
Risk-free Interest Rate | 1.03% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 9 months 18 days |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | 6 Months Ended | ||
Jul. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | |
Options Outstanding | 11,479,000 | 6,200,000 | 80,000 |
Options Exercisable | 7,751,000 | ||
Exercise Price 0.25 [Member] | |||
Options Outstanding | 200,000 | ||
Options Exercisable | 100,000 | ||
Exercise Price | $ 0.25 | ||
Expiry Date | Nov. 30, 2020 | ||
Exercise Price 0.10 [Member] | |||
Options Outstanding | 4,000,000 | ||
Options Exercisable | 4,000,000 | ||
Exercise Price | $ 0.10 | ||
Expiry Date | Dec. 14, 2020 | ||
Exercise Price 0.70 [Member] | |||
Options Outstanding | 7,250,000 | ||
Options Exercisable | 3,625,000 | ||
Exercise Price | $ 0.70 | ||
Expiry Date | Feb. 22, 2021 | ||
Exercise Price 0.34 [Member] | |||
Options Outstanding | 29,000 | ||
Options Exercisable | 26,000 | ||
Exercise Price | $ 0.34 | ||
Expiry Date | May 2, 2021 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Due to related parties | $ 39,274 | $ 37,622 |
CEO [Member] | ||
Due to related parties | 33,297 | (866) |
Director [Member] | ||
Due to related parties | 857 | 800 |
Stock Option [Member] | ||
Due to related parties | $ 6,274 | $ 37,622 |