Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2016 | Dec. 09, 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 | Oct. 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 | 75,647,100 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Current assets: | ||
Cash | $ 206,575 | $ 71,639 |
Prepaids and other current assets | 19,211 | 31,576 |
Total current assets | 225,786 | 103,215 |
Security deposit | 2,900 | 2,900 |
Total assets | 228,686 | 106,115 |
Current liabilities | ||
Accounts payable and accrued liabilities | 774,725 | 397,482 |
Due to related parties (Note 9) | 25,972 | 37,622 |
Convertible debenture, net of discount (Note 4) | 142,588 | |
Derivative liability (Note 5) | 447,115 | |
Total liabilities | 1,390,400 | 435,104 |
Stockholders' Deficit | ||
Common stock: Unlimited shares authorized, without par value, 75,622,100 and 74,722,100 shares issued and outstanding, respectively | 7,324,881 | 7,054,499 |
Common stock issuable (Note 6) | 1,697 | 16,206 |
Additional paid-in capital | 10,661,752 | 6,174,601 |
Accumulated other comprehensive income | 635,654 | 745,251 |
Accumulated deficit | (19,785,698) | (14,319,546) |
Total stockholder's deficit | (1,161,714) | (328,989) |
Total liabilities and stockholder's deficit | $ 228,686 | $ 106,115 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Oct. 31, 2016 | Jan. 31, 2016 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Common stock, Shares issued | 75,622,100 | 74,722,100 |
Common stock, Shares outstanding | 75,622,100 | 74,722,100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Condensed Consolidated Statements Of Operations | ||||
Revenue | ||||
Expenses | ||||
Depreciation and amortization | 86 | 269 | ||
Foreign exchange loss | 60,658 | 4,367 | 138,017 | 8,733 |
General and administrative | 71,301 | (8,264) | 1,045,722 | 866,505 |
Management fees (Note 9) | 548,407 | (116,405) | 3,917,354 | 2,298,813 |
Professional fees | 9,938 | 128,058 | 100,421 | 355,727 |
Total expenses | 690,304 | 7,842 | 5,201,514 | 3,530,047 |
Loss from operations | (690,304) | (7,842) | (5,201,514) | (3,530,047) |
Other income (expense) | ||||
Amortization of discount on convertible debenture | (48,672) | (48,672) | ||
Interest expense | (3,612) | (3,612) | ||
(Loss) gain on change in fair value of derivative liabilities | (212,354) | (212,354) | 14,958 | |
Total other income (expense) | (264,638) | (264,638) | 14,958 | |
Net loss | (954,942) | (7,842) | (5,466,152) | (3,515,089) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (40,569) | 142,447 | 109,597 | (261,299) |
Net comprehensive income (loss) | $ (995,511) | $ 134,605 | $ (5,356,555) | $ (3,776,388) |
Net loss per share, basic and diluted | $ (0.01) | $ 0 | $ (0.07) | $ (0.05) |
Weighted average shares outstanding - basic and diluted | 75,613,498 | 85,570,289 | 75,212,555 | 76,886,477 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Operating activities | ||||
Net loss | $ (954,942) | $ (7,842) | $ (5,466,152) | $ (3,515,089) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of discount on convertible debenture | 48,672 | 48,672 | ||
Depreciation | 86 | 269 | ||
Fair value of stock options vested | 4,300,354 | |||
Loss (gain) on change in fair value of derivative liabilities | 212,354 | 212,354 | (14,958) | |
Stock issued for services | 256,382 | 3,310,773 | ||
Changes in operating assets and liabilities: | ||||
Prepaids and other current assets | 5,938 | (15,812) | ||
Accounts payable and accrued liabilities | 366,124 | 71,000 | ||
Net cash used in operating activities | (276,328) | (163,818) | ||
Financing activities | ||||
Proceeds from convertible debenture | 381,350 | |||
Proceeds from stock to be issued | 240,000 | |||
Proceeds from related party advances | 16,500 | 1,075 | ||
Net cash provided by financing activities | 397,850 | 241,075 | ||
Effects of exchange rate changes on cash | 13,414 | 65,544 | ||
Increase in cash | 134,936 | 142,801 | ||
Cash - beginning of period | 71,639 | 838 | ||
Cash - end of period | $ 206,575 | $ 143,639 | 206,575 | 143,639 |
Non-cash investing and financing activities | ||||
Debt discounts on convertible debt | 284,184 | |||
Supplemental disclosures: | ||||
Interest paid | ||||
Income tax paid |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Oct. 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 October 31, 2016, the Company has not earned any revenue, has a working capital deficit of $1,164,614 and an accumulated deficit of $19,785,698. 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 | 9 Months Ended |
Oct. 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 condensed 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 condensed consolidated financial position, results of operations and cash flows for the periods shown. The condensed consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Certain disclosures and financial information have been condensed in accordance with generally accepted accounting principles in the United States. (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) Financial Instruments and Fair Value Measures ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (g) 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 | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 3. Property and Equipment | Cost $ Accumulated amortization $ October 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 $268 for the nine months ended October 31, 2016 and 2015, respectively. |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 4. Convertible Debenture | On September 30, 2016, the Company issued a convertible debenture with a non-related party for $500,000 Canadian Dollars ($380,411 US Dollars at September 30, 2016) (Initial Advance). The debenture is secured under a General Security Agreement, bears interest at 8% per annum and matures on the earlier of: · The date the lender demands repayment of principal and interest following an event of default, · The date of a dissolution event, · The date of a liquidity event, and · March 30, 2017. The Company may request one or more additional advances of up to an aggregate amount of $1,000,000 Canadian Dollars (Additional Advances) provided that the aggregate amount under the convertible debenture does not exceed $1,500,000 Canadian Dollars. The note, including the Initial Advance and any Additional Advances, is convertible into common shares at a conversion price equal to the average closing market price of the Companys common stock during the five day period leading up to the conversion date. The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $221,158 with a corresponding discount to the convertible debenture (Note 5). Pursuant to the convertible loan agreement, the Company issued 434,622 share purchase warrants to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding at any time at a price of $0.10, which equates to the ten day average trading price of the Companys common stock determined as at September 30, 2016. The Company calculated the 434,622 share purchase warrants based on the maximum outstanding principal balance on the convertible loan as of September 30, 2016. The Company recorded the share purchase warrant at an estimated fair value of $20,154 with a corresponding discount to the convertible debenture (Note 8). As of October 31, 2016, the carrying value of the convertible debenture is $191,215 Canadian Dollars ($142,588 US Dollars at October 31, 2016) (January 31, 2016 - $nil) with accrued interest $2,533 (January 31, 2016 - $nil). As of October 31, 2016, the fair value of the conversion option derivative liability is $447,115 (January 31, 2016 - $nil). |
Derivative Liability
Derivative Liability | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 5. Derivative Liability | Derivative liability consists of convertible debenture with variable conversion price (Note 4). The fair value of derivative liability as at October 31, 2016 and January 31, 2016 is as follows: October 31, 2016 $ January 31, 2016 $ September 2016 convertible debenture 447,115 447,115 The fair value of derivative financial liability was determined using the Black-Scholes option pricing model, using the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: September 2016 convertible debenture 296 % 0.45 % 0 % 0.50 As at October 31, 2016: September 2016 convertible debenture 311 % 0.51 % 0 % 0.41 |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 6. 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, June 28, 2016, August 2, 2016 and August 30, 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, $4,875, $3,757 and $3,250, respectively. The value of the common stock was based on the market price of the stock on the date of issuance. (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 October 31, 2016, common stock with a fair value of $1,697 remains issuable to this SAB member. |
Stock Options
Stock Options | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 7. Stock Options | Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with. The following table summarizes the continuity of the Companys stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2015 80,000 0.05 Granted 6,200,000 0.10 4.1 4,930,000 Expired (80,000 ) (0.05 ) Outstanding, January 31, 2016 6,200,000 0.10 4.1 4,930,000 Granted 7,279,000 0.70 4.3 Forfeited (2,000,000 ) (0.10 ) Outstanding, October 31, 2016 11,479,000 0.48 4.2 36,000 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 400 % 1.16 % 0 % 4.1 7,250,000 options expiring on February 22, 2021 393 % 1.16 % 0 % 4.3 29,000 options expiring on May 2, 2021 393 % 1.16 % 0 % 4.5 Additional information regarding stock options as of October 31, 2016, is as follows: Options Outstanding Option 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 5,437,500 0.70 February 22, 2021 29,000 26,000 0.34 May 2, 2021 11,479,000 9,563,500 $83,068 of stock-based compensation have yet to be recognized and will be recognized in future periods. |
Share Purchase Warrant
Share Purchase Warrant | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 8. Share Purchase Warrant | The following table summarizes the continuity of share purchase warrant: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2016 Granted 434,622 0.10 Balance, October 31, 2016 434,622 0.10 As at October 31, 2016, the following share purchase warrant was outstanding: Number of Warrants Exercise Price $ Expiry Date 434,622 0.10 March 30, 2017 Pursuant to the convertible debenture (Note 4), the Company will be required to issue additional share purchase warrants on any Additional Advances to which the lender may acquire an interest in the Company equal to 12% of the maximum principal amount outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 9. Related Party Transactions | As at October 31, 2016, the Company owed $4,694 (January 31, 2016 - $800) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. As at October 31, 2016, the Company owed $16,721 (January 31, 2016 Receivable of $866) to the Companys Chief Executive Officer. As at October 31, 2016, the Company owed $4,557 (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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 10. Fair Value Measurements | The Companys financial liabilities carried at fair value measured on a recurring basis as of October 31, 2016 and January 31, 2016, consisted of the following: Total fair value at October 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 447,115 $ - $ 447,115 $ - Total fair value at January 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ - $ - $ - $ - (1) Derivative liability amounts are due to the embedded derivatives of convertible debenture issued by the Company and are calculated using the Black Scholes pricing model (Note 5). The Company has no financial assets carried at fair value. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Note 11. Subsequent Events | Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on such evaluation, no events occurred that required disclosure. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 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 condensed 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 condensed consolidated financial position, results of operations and cash flows for the periods shown. The condensed consolidated results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Certain disclosures and financial information have been condensed in accordance with generally accepted accounting principles in the United States. |
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. |
Financial Instruments and Fair Value Measures | ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
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. |
Significant Accounting Polici18
Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Significant Accounting Policies Tables | |
Basis of Consolidation | % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada IndUS Pharmaceuticals, Inc. 100% USA |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Property And Equipment Tables | |
Property and Equipment | Cost $ Accumulated amortization $ October 31, 2016 Net carrying $ (unaudited) January 31, 2016 Net carrying value $ Office furniture and equipment 1,628 1,628 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Derivative Liability Tables | |
Schedule of Fair value of derivative liability | October 31, 2016 $ January 31, 2016 $ September 2016 convertible debenture 447,115 447,115 |
Schedule of Interest Rate Derivatives | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: September 2016 convertible debenture 296 % 0.45 % 0 % 0.50 As at October 31, 2016: September 2016 convertible debenture 311 % 0.51 % 0 % 0.41 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Oct. 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 4.1 4,930,000 Expired (80,000 ) (0.05 ) Outstanding, January 31, 2016 6,200,000 0.10 4.1 4,930,000 Granted 7,279,000 0.70 4.3 Forfeited (2,000,000 ) (0.10 ) Outstanding, October 31, 2016 11,479,000 0.48 4.2 36,000 |
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 400 % 1.16 % 0 % 4.1 7,250,000 options expiring on February 22, 2021 393 % 1.16 % 0 % 4.3 29,000 options expiring on May 2, 2021 393 % 1.16 % 0 % 4.5 |
Additional information of stock options | Options Outstanding Option 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 5,437,500 0.70 February 22, 2021 29,000 26,000 0.34 May 2, 2021 11,479,000 9,563,500 |
Share Purchase Warrant (Tables)
Share Purchase Warrant (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Share Purchase Warrant Tables | |
Schedule of continuity of share purchase warrants | Number of Warrants Weighted $ Balance, January 31, 2016 Granted 434,622 0.10 Balance, October 31, 2016 434,622 0.10 |
Schedule of share purchase warrant was outstanding | Number of Warrants Exercise Price $ Expiry Date 434,622 0.10 March 30, 2017 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Fair Value Measurements Tables | |
Fair Value Measurement | The Companys financial liabilities carried at fair value measured on a recurring basis as of October 31, 2016 and January 31, 2016, consisted of the following: Total fair value at October 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 447,115 $ - $ 447,115 $ - Total fair value at January 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ - $ - $ - $ - |
Nature of Operations and Cont24
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Nature Of Operations And Continuance Of Business Details Narrative | ||
Working capital deficit | $ 1,164,614 | |
Accumulated deficit | $ (19,785,698) | $ (14,319,546) |
Significant Accounting Polici25
Significant Accounting Policies (Details) | 9 Months Ended |
Oct. 31, 2016 | |
Pivot Pharmaceuticals Inc. [Member] | |
Percentege of ownership | Parent |
Jurisdiction | Canada |
IndUS Pharmaceuticals, Inc. [Member] | |
% of ownership | 100.00% |
Jurisdiction | USA |
Significant Accounting Polici26
Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Significant Accounting Policies Details Narrative | ||
Potentially dilutive shares | 8,705,847 | 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Net carrying value | ||
Office furniture and equipment [Member] | ||
Cost | 1,628 | |
Accumulated amortization | $ 1,628 |
Property and Equipment (Detai28
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Property And Equipment Details Narrative | ||||
Depreciation expense | $ 86 | $ 269 |
Convertible Debenture (Details
Convertible Debenture (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 31, 2016 | Sep. 30, 2016 | Jan. 31, 2016 | |
Convertible debenture | $ 142,588 | $ 380,411 | |
Bears interest per annum | 8.00% | ||
Fair value of derivative liability | 221,158 | ||
Accrued interest | 2,533 | ||
Derivative liabilities | 447,115 | ||
Convertible Loan Agreement [Member] | |||
Shares issued to purchase warrants | 434,622 | ||
Acquired an interest on principal amount | 12.00% | ||
Shares price | $ 0.10 | ||
Fair Value of warrant | $ 20,154 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Derivative liabilities | $ 447,115 | |
September 2016 Convertible Debenture [Member] | ||
Derivative liabilities | $ 447,115 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - September 2016 Convertible Debenture [Member] | 9 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jan. 31, 2016 | |
Expected volatility | 311.00% | 296.00% |
Risk-free interest rate | 0.51% | 0.45% |
Expected dividend yield | 0.00% | 0.00% |
Expected life (in years) | 4 months 28 days | 6 months |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Feb. 10, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Oct. 31, 2016 | Aug. 30, 2016 | Aug. 02, 2016 | Jun. 28, 2016 | May 31, 2016 | May 02, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2016 |
Common Stock Details Narrative | ||||||||||||
Common stock shares issued for compensation | 3,250 | 3,757 | 4,875 | 6,000 | 7,500 | 13,750 | 15,000 | |||||
Common stock, Shares issued | 75,622,100 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 74,722,100 | |||
Common stock shares issued for services, share | 100,000 | 600,000 | ||||||||||
Common stock shares issued for services,value | $ 68,000 | $ 144,500 | ||||||||||
Common stock shares issued to SAB member,share | 25,000 | |||||||||||
Common stock shares issued to SAB member,value | $ 3,750 | |||||||||||
Common stock issuable to SAB member | $ 1,697 | $ 16,206 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 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) | ||
Granted | 4 years 3 months 18 days | 4 years 1 month 6 days |
Balance, ending | 4 years 2 months 12 days | 4 years 1 month 6 days |
Aggregate Intrinsic Value | ||
Balance, beginning | $ 4,930,000 | |
Granted | $ 4,930,000 | |
Balance, ending | $ 36,000 | $ 4,930,000 |
Stock Options (Details 1)
Stock Options (Details 1) | 9 Months Ended |
Oct. 31, 2016 | |
200,000 options expiring on November 30, 2020 [Member] | |
Expected Volatility | 400.00% |
Risk-free Interest Rate | 1.16% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 1 month 6 days |
7,250,000 options expiring on February 22, 2021 [Member] | |
Expected Volatility | 393.00% |
Risk-free Interest Rate | 1.16% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 3 months 18 days |
29,000 options expiring on May 2, 2021 [Member] | |
Expected Volatility | 393.00% |
Risk-free Interest Rate | 1.16% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 6 months |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | 9 Months Ended | ||
Oct. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | |
Options Outstanding | 11,479,000 | 6,200,000 | 80,000 |
Options Exercisable | 9,563,500 | ||
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 | 5,437,500 | ||
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 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 9 Months Ended |
Oct. 31, 2016USD ($) | |
Stock Options Details Narrative | |
Stock-based compensation | $ 83,068 |
Share Purchase Warrant (Details
Share Purchase Warrant (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jan. 31, 2016 | |
Number of Warrants, Granted | 7,279,000 | 6,200,000 |
Weighted Average Exercise Price, Granted | $ 0.70 | $ 0.10 |
Warrant [Member] | ||
Number of Warrants, Beginning | ||
Number of Warrants, Granted | 434,622 | |
Number of Warrants, Ending | 434,622 | |
Weighted Average Exercise Price, Beginning | ||
Weighted Average Exercise Price, Granted | 0.10 | |
Weighted Average Exercise Price, Ending | $ 0.10 |
Share Purchase Warrant (Detai38
Share Purchase Warrant (Details 1) - Warrant [Member] - $ / shares | 9 Months Ended | |
Oct. 31, 2016 | Jan. 31, 2016 | |
Number of Warrants | 434,622 | |
Exercise Price | $ 0.10 | |
Expiry Date | March 30, 2017 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 10, 2016 | Jun. 30, 2016 | Apr. 15, 2015 | Oct. 31, 2016 | Jan. 31, 2016 |
Due to related parties | $ 25,972 | $ 37,622 | |||
Acquisition Agreement date | Nov. 4, 2015 | ||||
Common stock issued for services | $ 68,000 | $ 144,500 | |||
Officer [Member] | |||||
Shares based compensation expense | $ 191,356 | ||||
Common stock issued for services | $ 2,000,000 | ||||
Director [Member] | |||||
Due to related parties | $ 4,694 | 800 | |||
CEO [Member] | |||||
Due to related parties | 16,721 | 866 | |||
Stock Option [Member] | |||||
Due to related parties | $ 4,557 | $ 37,622 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Derivative liability | $ 447,115 | |
Quoted prices in active markets (Level 1) [Member] | ||
Derivative liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Derivative liability | 447,115 | |
Significant unobservable inputs (Level 3) [Member] | ||
Derivative liability |