Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2017 | Dec. 15, 2017 | |
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, 2017 | |
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 | 82,223,323 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 |
Current assets | ||
Cash | $ 250,386 | $ 112,421 |
Prepaid and other current assets | 45,526 | 17,337 |
Total current assets | 295,912 | 129,758 |
Security deposit | 2,900 | |
Intangible asset (Notes 4(a) and 5) | 239,247 | |
Total assets | 535,159 | 132,658 |
Current liabilities | ||
Accounts payable and accrued liabilities | 145,481 | 996,853 |
Due to related parties (Note 13) | 4,544 | 22,574 |
Convertible debenture, net of discount (Note 6) | 275,011 | |
Derivative liability (Note 7) | 312,541 | |
Total current liabilities | 150,025 | 1,606,979 |
Promissory note (Note 8) | 202,197 | |
Total liabilities | 352,222 | 1,606,979 |
Stockholders’ Equity (Deficit) | ||
Common stock: Unlimited shares authorized, without par value, 79,600,925 and 75,647,114 shares issued and outstanding, respectively (Note 9) | 7,896,165 | 7,327,588 |
Subscriptions payable (Note 9) | 327,298 | |
Additional paid-in capital | 11,766,274 | 11,211,031 |
Accumulated other comprehensive income | 585,533 | 584,813 |
Accumulated deficit | (20,392,333) | (20,597,753) |
Total stockholders’ equity (deficit) | 182,937 | (1,474,321) |
Total liabilities and stockholders’ equity (deficit) | $ 535,159 | $ 132,658 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Oct. 31, 2017 | Jan. 31, 2017 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Common stock, Shares issued | 79,600,925 | 75,647,114 |
Common stock, Shares outstanding | 79,600,925 | 75,647,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Condensed Consolidated Statements Of Operations And Comprehensive Income | ||||
Revenue | ||||
Expenses | ||||
Amortization of intangible asset (Note 5) | 8,309 | 8,309 | ||
Foreign exchange (gain) loss | 38,762 | 60,658 | 101,324 | 138,017 |
General and administrative | 50,480 | 71,301 | 179,410 | 1,045,722 |
Management fees | 31,941 | 548,407 | 301,714 | 3,917,354 |
Professional fees | 55,166 | 9,938 | 128,174 | 100,421 |
Total expenses | 184,658 | 690,304 | 718,931 | 5,201,514 |
Loss from operations | (184,658) | (690,304) | (718,931) | (5,201,514) |
Other income (expense) | ||||
Amortization of discount on convertible debenture | (48,672) | (105,392) | (48,672) | |
Gain on change in fair value of derivative liabilities | 33,260 | (212,354) | 204,711 | (212,354) |
Gain on disposal of asset (Note 3) | 609,311 | 609,311 | ||
Gain on settlement of debts | 80,144 | 240,144 | ||
Interest expense | (7,331) | (3,612) | (24,481) | (3,612) |
Total other income (expense) | 715,384 | (264,638) | 924,293 | (264,638) |
Net income (loss) | 530,726 | (954,942) | 205,362 | (5,466,152) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (63,201) | (40,569) | (728) | 109,597 |
Net comprehensive income (loss) | $ 428,224 | $ (995,511) | $ 204,634 | $ (5,356,555) |
Net income (loss) per share, basic | $ 0.01 | $ (0.01) | $ 0 | $ (0.07) |
Net income (loss) per share, diluted | $ 0.01 | $ (0.01) | $ 0 | $ (0.07) |
Weighted average shares outstanding – basic | 76,761,576 | 75,613,498 | 76,055,298 | 75,212,555 |
Weighted average shares outstanding – diluted | 81,596,692 | 75,613,498 | 78,877,344 | 75,212,555 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Operating activities | ||||
Net income (loss) | $ 530,726 | $ (954,942) | $ 205,362 | $ (5,466,152) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization | 8,309 | 8,309 | ||
Amortization of discount on convertible debenture | 48,672 | 105,392 | 48,672 | |
Fair value of stock options vested | 1,057 | 4,300,354 | ||
(Gain) loss on change in fair value of derivative liabilities | (33,260) | 212,354 | (204,711) | 212,354 |
Gain on disposal of asset (Note 3) | (609,311) | (609,311) | ||
Gain on settlement of debts | (80,144) | (240,144) | ||
Stock issued for services | 24,531 | 256,382 | ||
Changes in operating assets and liabilities: | ||||
Prepaids and other current assets | 35,589 | 5,938 | ||
Due to related parties | 4,510 | 16,500 | ||
Accounts payable and accrued liabilities | 457,439 | 366,124 | ||
Other liabilities | 12,266 | |||
Net cash used in operating activities | (199,711) | (259,828) | ||
Financing activities | ||||
Proceeds from convertible debenture | 381,350 | |||
Proceeds from debenture | 36,500 | |||
Proceeds from issuance of common stock | 31,799 | |||
Proceeds from issuance of common stock subscriptions | 264,326 | |||
Net cash provided by financing activities | 332,625 | 381,350 | ||
Effects of exchange rate changes on cash | 5,051 | 13,414 | ||
Increase in cash | 137,965 | 134,936 | ||
Cash – beginning of period | 112,421 | 71,639 | ||
Cash – end of period | $ 250,386 | $ 206,575 | $ 250,386 | $ 206,575 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Oct. 31, 2017 | |
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, 2017, the Company has not earned any revenue, has a working capital of $145,887 and an accumulated deficit of $20,392,333. 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, 2017 | |
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 Pivot Green Stream Health Solutions Inc. 100 % Canada (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 promissory note. 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. |
Disposal of Asset
Disposal of Asset | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 3. Disposal of Asset | On September 11, 2017, the Company completed an exchange agreement whereby the Company exchanged with its past Chief Executive Officer 100% of its shares of common stock of its wholly-owned subsidiary, IndUS Pharmaceuticals, Inc. (IndUS), for 3,800,000 shares of common stock of the Company (Note 9(a)). Pursuant to the exchange agreement, the Company has provided its former Chief Executive Officer a promissory note (Note 8(a)) in the amount of $200,000 in discharge of all obligations with respect to Dr. Chaturvedis accrued salary totaling $267,267 through September 11, 2017. The disposal of IndUS resulted in a gain as follows: 3,800,000 shares of common stock acquired and cancelled 380,000 Net liabilities exchanged 229,311 Gain on disposal of asset 609,311 The disposal of IndUS did not meet the definition of discontinued operations as it did not represent a strategic shift that has a major effect on the Companys operations and financial results. |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 4. Asset Acquisitions | (a) BiPhasix License On September 12, 2017, the Company entered into a licensing agreement with Altum Pharmaceuticals Inc. (Altum) whereby the Company acquired worldwide rights to the BiPhasix transdermal drug delivery technology for the development and commercialization of Cannabinoids, Cannabidiol and Tetrahydrocannabinol products. Consideration included: 1) Issuance of 2,500,000 shares of common stock on September 12, 2017 (Notes 5 and 9(b)); 2) Issuance of 2,500,000 shares of common stock of Pivot upon Health Canada Natural Product Number approval; 3) Royalties on annual gross sales; and 4) For pharmaceutical products, milestone payments payable upon first Investigative New Drug Approval, upon positive outcome of Phase II trial in first indication, and upon New Drug Application approval. (b) Solmic Solubilization License On September 23, 2017, the Company entered into a collaboration and license agreement with SolMic GmbH (Solmic) whereby the Company will acquire worldwide rights to Solmics Solubilization Technology for the development and commercialization of cannabinoid-containing natural extracts. Milestones include payments upon the following developments: 1) Regulatory approval of a natural health product; 2) First approval of an investigative new drug application for a pharmaceutical product; 3) Positive outcome of a Phase II clinical trial of a pharmaceutical product in the first indication; and 4) Approval of a New Drug Application for a pharmaceutical product by the US Food and Drug Administration. Other consideration include a sales milestone upon aggregate net sales of $5,000,000 and royalties on aggregate net sales. |
Intangible Asset
Intangible Asset | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 5. Intangible Asset | Cost BiPhasix License $ Balance, January 31, 2017 License agreement (Note 4(a)) 247,556 Balance, October 31, 2017 247,556 Accumulated Amortization Balance, January 31, 2017 Amortization 8,309 Balance, October 31, 2017 8,309 Net book value, October 31, 2017 239,247 Net book value, January 31, 2017 |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 6. 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 $134,892 with a corresponding discount to the convertible debenture (Note 7). 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 per share, 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 11). On September 18, 2017, the lender converted the outstanding principal and accrued interest of the convertible debenture into 4,623,825 shares of common stock (Note 9(c)) of the Company at a conversion price of $0.10. A loss on conversion of debenture of $21,236 was recorded within gain on settlement of debts in the condensed consolidated statements of operations and comprehensive income. As of October 31, 2017, the carrying value of the convertible debenture is $nil (January 31, 2017 - $275,011) which is net of debt discounts related to conversion feature, financing costs and warrants of $nil, $nil and $nil, respectively (January 31, 2017 - $94,709, $6,126 and $6,477, respectively). As of October 31, 2017, interest accrued on the convertible debenture is $nil (January 31, 2017 - $10,307) and the fair value of the conversion option derivative liability is $nil (January 31, 2017 - $312,541). |
Derivative Liability
Derivative Liability | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 7. Derivative Liability | Derivative liability consists of convertible debenture with variable conversion price (Note 6). On September 18, 2017, the convertible debenture was converted into shares of common stock (Note 6). The fair value of derivative liability as at October 31, 2017 and January 31, 2017 is as follows: October 31, 2017 $ January 31, 2017 $ September 2016 convertible debenture 312,541 312,541 The fair value of derivative financial liability was determined using the binomial 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 |
Promissory Note
Promissory Note | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 8. Promissory Note | October 31, 2017 $ January 31, 2017 $ Principal (Note 8(a)) 200,000 Accrued interest (Note 8(a)) 2,197 202,197 (a) Promissory Note Former Chief Executive Officer (Note 3) Promissory note bears interest at 8% per annum. Principal and accrued interest are due on the earlier of: 1) 30 days after the completion of a financing of at least $2,000,000 and (ii) September 10, 2027. (b) Promissory Note Third Party On September 27, 2017, the Company issued a promissory note in the amount of $400,000, bearing interest at 12% per annum and maturing on December 31, 2018, which no proceeds have been received by the Company as at October 31, 2017. As part of the promissory note, 100,000 shares of our common stock were issued (Note 9(d)). |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 9. Common Stock | (a) On September 11, 2017, 3,800,000 shares of common stock were acquired and cancelled pursuant to the share exchange agreement (Note 3). (b) On September 12, 2017, 2,500,000 shares of common stock were issued pursuant to the Altum licensing agreement (Note 4(a)). (c) On September 18, 2017, 4,623,825 shares of common stock were issued upon conversion of convertible debenture (Note 6). (d) On October 26, 2017, 100,000 shares of common stock were issued pursuant to a promissory note issued (Note 8(b)). (e) In October 2017, the Company received proceeds totaling $223,000 pursuant to private placements for the issuance of 2,230,000 shares of common stock. 330,000 shares of common stock were issued on October 30 and 1,900,000 shares of common stock were issuable as of October 31, 2017. As of October 31, 2017 200,000 shares of common stock were issuable related to share issue costs on this private placement. The 1,900,000 shares of common stock related to the private placement and the 200,000 shares of common stock related to share issue costs were issued on November 2, 2017. (f) In October 2017, the Company received proceeds totaling $76,000 pursuant to private placements for the issuance of 380,000 units, consisting of one common stock and one half of one share purchase warrant. Each share purchase warrant entitles the holder to purchase a common share at $0.35 for 18 months. These units were issuable as of October 31, 2017. On November 30, 2017, 380,000 shares of common stock and 190,000 share purchase warrants were issued in full satisfaction of the stock subscription payable. (g) On October 31, 2017, the Company settled $35,152 of accounts payable through the issuance of 92,384 shares of common stock (Note 13), which were issued on November 2, 2017. |
Stock Options
Stock Options | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 10. Stock Options | Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with. The following table summarizes the continuity of the Companys stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2017 15,520,833 0.38 4.2 68,599 Granted Forfeited Outstanding, October 31, 2017 15,520,833 0.38 3.47 2,285,100 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) 29,000 options expiring on May 2, 2021 377 % 1.73 % 0 % 3.5 Additional information regarding stock options as of October 31, 2017, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 200,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 7,250,000 0.70 February 22, 2021 29,000 28,000 0.34 May 2, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 15,520,833 15,519,833 $60 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, 2017 | |
Notes to Financial Statements | |
Note 11. Share Purchase Warrant | The following table summarizes the continuity of share purchase warrant: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2017 434,622 0.10 Expired (434,622 ) (0.10 ) Balance, October 31, 2017 As at October 31, 2017, there are no share purchase warrants outstanding. On November 30, 2017, 190,000 share purchase warrants, entitling the holder to purchase a common share at $0.35 for 18 months, were issued (Note 9(f)). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 12 . Supplemental Cash Flow Information | Nine Months Ended October 31, 2017 Nine Months Ended October 31, 2016 Supplemental disclosures: Interest paid Income tax paid Non-cash investing and financing activities: Capital contribution through forgiveness of debt 531,310 Common stock issued for settlement of accounts payable 35,152 Common stock issued for settlement of convertible debenture 601,097 Common stock issued for prepaid assets 72,924 Common stock issued for intangible asset 262,500 Common stock subscriptions issued for services 21,207 Debt discounts on convertible debt 284,184 Promissory note issued for settlement of accrued salaries 200,000 Treasury stock returned and retired in disposition of assets 380,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 13. Related Party Transactions | As at October 31, 2017, the Company owed $4,544 (January 31, 2017 - $4,154) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. During the nine months ended October 31, 2017, $552,889 of accrued management fees to the Companys Chief Financial Officer and Chief Business Officer were forgiven. In addition, $35,152 of accounts payable due to a company controlled by the Companys Chief Financial Officer were settled for 92,384 shares of common stock. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 14. Fair Value Measurements | The Companys financial liabilities carried at fair value measured on a recurring basis as of October 31, 2017 and January 31, 2017, consisted of the following: Total fair value at October 31, 2017 Quoted (Level 1) Significant (Level 2) Significant (Level 3) Derivative liability (1) $ - $ - $ - $ - Total fair value at January 31, 2017 Quoted (Level 1) Significant (Level 2) Significant (Level 3) Derivative liability (1) $ 312,541 $ - $ 312,541 $ - ____________ (1) Derivative liability amounts are due to the embedded derivatives of convertible debenture issued by the Company and are calculated using the binomial option pricing model (Note 6). The Company has no financial assets carried at fair value. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
Note 15. Subsequent Events | (a) On November 7, 2017, 50,000 shares of common stock were issued to a service provider for services rendered. (b) On November 15, 2017, the Company entered into scientific advisory board agreements whereby 100,000 options to purchase shares of common stock with the following terms were granted: · Exercise price of $0.39; · 25% vesting on each of the following dates: November 15, 2017, May 15, 2018, November 15, 2018 and May 15, 2019; · Expiry on November 14, 2022. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2017 | |
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 Pivot Green Stream Health Solutions Inc. 100 % Canada |
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 promissory note. 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 Polici22
Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Significant Accounting Policies Tables | |
Basis of Consolidation | % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada Pivot Green Stream Health Solutions Inc. 100 % Canada |
Disposal of Asset (Tables)
Disposal of Asset (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Disposal Of Asset Tables | |
Disposal of discounted opertions | 3,800,000 shares of common stock acquired and cancelled 380,000 Net liabilities exchanged 229,311 Gain on disposal of asset 609,311 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Intangible Asset Tables | |
Intangible asset | Cost BiPhasix License $ Balance, January 31, 2017 License agreement (Note 4(a)) 247,556 Balance, October 31, 2017 247,556 Accumulated Amortization Balance, January 31, 2017 Amortization 8,309 Balance, October 31, 2017 8,309 Net book value, October 31, 2017 239,247 Net book value, January 31, 2017 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Derivative Liability Tables | |
Schedule of Fair value of derivative liability | October 31, 2017 $ January 31, 2017 $ September 2016 convertible debenture 312,541 312,541 |
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 |
Promissory Note (Tables)
Promissory Note (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Promissory Note Tables | |
Promissory Note | October 31, 2017 $ January 31, 2017 $ Principal (Note 8(a)) 200,000 Accrued interest (Note 8(a)) 2,197 202,197 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
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, 2017 15,520,833 0.38 4.2 68,599 Granted Forfeited Outstanding, October 31, 2017 15,520,833 0.38 3.47 2,285,100 |
Fair value of stock-based compensation expense | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 29,000 options expiring on May 2, 2021 377 % 1.73 % 0 % 3.5 |
Additional information of stock options | Options Outstanding Options Exercisable Exercise Price $ Expiry Date 200,000 200,000 0.25 November 30, 2020 4,000,000 4,000,000 0.10 December 14, 2020 7,250,000 7,250,000 0.70 February 22, 2021 29,000 28,000 0.34 May 2, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 15,520,833 15,519,833 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Share Purchase Warrants Tables | |
Schedule of continuity of share purchase warrants | Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2017 434,622 0.10 Expired (434,622 ) (0.10 ) Balance, October 31, 2017 |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Supplemental Cash Flow Information Tables | |
Supplemental Cash Flow Information | Nine Months Ended October 31, 2017 Nine Months Ended October 31, 2016 Supplemental disclosures: Interest paid Income tax paid Non-cash investing and financing activities: Capital contribution through forgiveness of debt 531,310 Common stock issued for settlement of accounts payable 35,152 Common stock issued for settlement of convertible debenture 601,097 Common stock issued for prepaid assets 72,924 Common stock issued for intangible asset 262,500 Common stock subscriptions issued for services 21,207 Debt discounts on convertible debt 284,184 Promissory note issued for settlement of accrued salaries 200,000 Treasury stock returned and retired in disposition of assets 380,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Fair Value Measurements Tables | |
Fair Value Measurement | Total fair value at October 31, 2017 Quoted prices in activemarkets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ - $ - $ - $ - Total fair value at January 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability (1) $ 312,541 $ - $ 312,541 $ - |
Nature of Operations and Cont31
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2017 | Jan. 31, 2017 | |
Nature Of Operations And Continuance Of Business Details Narrative | ||
Working capital | $ 145,887 | |
Accumulated deficit | $ (20,392,333) | $ (20,597,753) |
State or Country of incorporation | British Columbia | |
Date of incorporation | Jun. 10, 2002 |
Significant Accounting Polici32
Significant Accounting Policies (Details) | 9 Months Ended |
Oct. 31, 2017 | |
Pivot Pharmaceuticals Inc. [Member] | |
Percentege of ownership | Parent |
Jurisdiction | Canada |
Pivot Green Stream Health Solutions Inc [Member] | |
% of ownership | 100.00% |
Jurisdiction | Canada |
Significant Accounting Polici33
Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Jan. 31, 2017 | |
Significant Accounting Policies Details Narrative | ||
Potentially dilutive shares | 2,822,046 | 9,692,748 |
Disposal of Asset (Details)
Disposal of Asset (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Disposal Of Asset Details | ||||
3,800,000 shares of common stock acquired and cancelled | $ 380,000 | |||
Net liabilities exchanged | 229,311 | |||
Gain on disposal of asset | $ 609,311 | $ 609,311 |
Disposal of Asset (Details Narr
Disposal of Asset (Details Narratives) - IndUS and CEO [Member] | Sep. 11, 2017USD ($)shares |
Equity ownership percentage | 100.00% |
Share exchange agreement [Member] | |
Common stock shares issuable upon future issuance | shares | 3,800,000 |
Promissory note | $ 200,000 |
Accrued salary | $ 267,267 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narratives) - USD ($) | Sep. 12, 2017 | Sep. 23, 2017 |
Net sales | $ 5,000,000 | |
Licensing agreement [Member] | Altum Pharmaceuticals Inc. [Member] | ||
Common stock, share issuable | 2,500,000 | |
Common stock shares issuable upon NPN approval | 2,500,000 |
Intangible Asset (Details)
Intangible Asset (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Accumulated Amortization | ||||
Amortization | $ 8,309 | $ 8,309 | ||
Balance, ending | 239,247 | 239,247 | ||
BiPhasix License [Member] | ||||
Cost | ||||
License agreement, beginning | ||||
License agreement (Note 4(a)) | 247,556 | |||
License agreement, ending | 247,556 | 247,556 | ||
Accumulated Amortization | ||||
Accumulated Amortization, beginning | ||||
Amortization | 8,309 | |||
Accumulated Amortization, ending | 8,309 | 8,309 | ||
Balance, beginning | ||||
Balance, ending | $ 239,247 | $ 239,247 |
Convertible Debenture (Details
Convertible Debenture (Details Narrative) | 1 Months Ended | 9 Months Ended | |||
Sep. 18, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Oct. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2016CADshares | |
Convertible debenture | CAD | CAD 500,000 | ||||
Interest rate | 8.00% | 8.00% | |||
Additional advances description | Provided that the aggregate amount under the convertible debenture does not exceed $1,500,000 Canadian Dollars. | ||||
Fair value of derivative liability | $ 134,892 | ||||
Debt discount, conversion | $ 94,709 | ||||
Debt discount, financing costs | 6,126 | ||||
Debt discount, warrants | 6,477 | ||||
Accrued interest | 10,307 | ||||
Derivative liabilities | 312,541 | ||||
Convertible debenture, net of discount | $ 275,011 | ||||
Maximum [Member] | |||||
Additional advances receivable | CAD | CAD 1,000,000 | ||||
Non-related party [Member] | |||||
Convertible debenture | $ 380,411 | ||||
Convertible Loan Agreement [Member] | |||||
Shares issued to purchase warrants | shares | 434,622 | 434,622 | |||
Acquired an interest on principal amount | 12.00% | 12.00% | |||
Price per share | $ / shares | $ 0.10 | ||||
Fair Value of warrant | $ 20,154 | ||||
Convertible Notes Payable [Member] | |||||
Debt conversion, converted instrument, shares issued | shares | 4,623,825 | ||||
Convertible conversion price | $ / shares | $ 0.10 | ||||
Gain on settlement of debts | $ 21,236 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 |
Derivative liabilities | $ 312,541 | |
September 2016 Convertible Debenture [Member] | ||
Derivative liabilities | $ 312,541 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - September 2016 Convertible Debenture [Member] | 9 Months Ended |
Oct. 31, 2017 | |
Expected volatility | 296.00% |
Risk-free interest rate | 0.45% |
Expected dividend yield | 0.00% |
Expected life (in years) | 6 months |
Promissory Note (Details)
Promissory Note (Details) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 | |
Promissory Note Details | |||
Principal (Note 8(a)) | $ 200,000 | [1] | |
Accrued interest (Note 8(a)) | 2,197 | [1] | |
Total Promissory note | $ 202,197 | ||
[1] | Promissory note bears interest at 8% per annum. Principal and accrued interest are due on the earlier of: 1) 30 days after the completion of a financing of at least $2,000,000 and (ii) September 10, 2027. |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - USD ($) | 1 Months Ended | ||||
Sep. 27, 2017 | Oct. 31, 2017 | Oct. 26, 2017 | Jan. 31, 2017 | ||
Principal amount | $ 200,000 | [1] | |||
Common stock, shares issued | 79,600,925 | 75,647,114 | |||
Promissory Note [Member] | Past Chief Executive Officer [Member] | |||||
Interest rate | 8.00% | ||||
Principal amount | $ 2,000,000 | ||||
Promissory Note [Member] | Third Party [Member] | |||||
Interest rate | 12.00% | ||||
Principal amount | $ 400,000 | ||||
Maturity date | Dec. 31, 2018 | ||||
Common stock, shares issued | 100,000 | ||||
[1] | Promissory note bears interest at 8% per annum. Principal and accrued interest are due on the earlier of: 1) 30 days after the completion of a financing of at least $2,000,000 and (ii) September 10, 2027. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Sep. 12, 2017 | Sep. 11, 2017 | Sep. 18, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Nov. 30, 2017 | Nov. 02, 2017 | Oct. 30, 2017 | Oct. 26, 2017 | Jan. 31, 2017 |
Common stock, shares issued | 79,600,925 | 75,647,114 | ||||||||
Proceeds from common stock | $ 31,799 | |||||||||
Accounts Payable [Member] | ||||||||||
Extinguishment of Debt | $ 35,152 | |||||||||
Common stock shares issued upon extinguishment of debt | 92,384 | |||||||||
Warrant [Member] | ||||||||||
Common stock shares | 380,000 | |||||||||
Purchase Price per common share | $ 0.35 | |||||||||
Shares issued to purchase warrants | 190,000 | 190,000 | ||||||||
Private Placements [Member] | ||||||||||
Common stock, share issuable | 1,900,000 | |||||||||
Common stock, shares issued | 2,230,000 | 200,000 | 330,000 | |||||||
Proceeds from common stock | $ 223,000 | |||||||||
Common stock shares | 1,900,000 | |||||||||
Private Placements [Member] | Warrant [Member] | ||||||||||
Common stock, shares issued | 380,000 | |||||||||
Proceeds from common stock | $ 76,000 | |||||||||
Purchase Price per common share | $ 0.35 | |||||||||
Private Placements One [Member] | ||||||||||
Common stock, share issuable | 200,000 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 4,623,825 | |||||||||
Promissory Note [Member] | Third Party [Member] | ||||||||||
Common stock, shares issued | 100,000 | |||||||||
IndUS and CEO [Member] | Share exchange agreement [Member] | ||||||||||
Common stock, shares acquisition | 3,800,000 | |||||||||
Altum Pharmaceuticals Inc. [Member] | Licensing agreement [Member] | ||||||||||
Common stock, share issuable | 2,500,000 |
Stock Options (Details)
Stock Options (Details) | 9 Months Ended |
Oct. 31, 2017USD ($)$ / sharesshares | |
Number of Options | |
Balance, beginning | shares | 15,520,833 |
Granted | shares | |
Forfeited | shares | |
Balance, ending | shares | 15,520,833 |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.38 |
Granted | $ / shares | |
Forfeited | $ / shares | |
Balance, ending | $ / shares | $ 0.38 |
Weighted Average Remaining Contractual Life (years) | |
Balance, beginning | 4 years 2 months 12 days |
Balance, ending | 3 years 5 months 20 days |
Aggregate Intrinsic Value | |
Balance, beginning | $ | $ 68,599 |
Granted | $ | |
Forfeited | $ | |
Balance, ending | $ | $ 2,285,100 |
Stock Options (Details 1)
Stock Options (Details 1) - 29,000 options expiring on May 2, 2021 [Member] | 9 Months Ended |
Oct. 31, 2017 | |
Expected Volatility | 377.00% |
Risk-free Interest Rate | 1.73% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 3 years 6 months |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | 9 Months Ended | |
Oct. 31, 2017 | Jan. 31, 2017 | |
Options Outstanding | 15,520,833 | 15,520,833 |
Options Exercisable | 15,519,833 | |
Exercise Price 0.25 [Member] | ||
Options Outstanding | 200,000 | |
Options Exercisable | 200,000 | |
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 | 7,250,000 | |
Exercise Price | $ 0.70 | |
Expiry Date | Feb. 22, 2021 | |
Exercise Price 0.34 [Member] | ||
Options Outstanding | 29,000 | |
Options Exercisable | 28,000 | |
Exercise Price | $ 0.34 | |
Expiry Date | May 2, 2021 | |
Exercise Price 0.10 [Member] | ||
Options Outstanding | 4,000,000 | |
Options Exercisable | 4,000,000 | |
Exercise Price | $ 0.10 | |
Expiry Date | Dec. 14, 2021 | |
Exercise Price 0.05 [Member] | ||
Options Outstanding | 41,833 | |
Options Exercisable | 41,833 | |
Exercise Price | $ 0.05 | |
Expiry Date | Jan. 23, 2022 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 9 Months Ended |
Oct. 31, 2017USD ($) | |
Stock Options [Member] | |
Stock-based compensation | $ 60 |
Share Purchase Warrant (Details
Share Purchase Warrant (Details) | 9 Months Ended |
Oct. 31, 2017$ / sharesshares | |
Number of Warrants | |
Balance, beginning | shares | 15,520,833 |
Balance, ending | shares | 15,520,833 |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.38 |
Balance, ending | $ / shares | $ 0.38 |
Warrant [Member] | |
Number of Warrants | |
Balance, beginning | shares | 434,622 |
Expired | shares | (434,622) |
Balance, ending | shares | |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.10 |
Expired | $ / shares | (0.10) |
Balance, ending | $ / shares |
Share Purchase Warrant (Detai49
Share Purchase Warrant (Details Narrative) - Warrant [Member] - $ / shares | Nov. 30, 2017 | Oct. 31, 2017 |
Shares issued to purchase warrants | 190,000 | 190,000 |
Purchase Price per common share | $ 0.35 |
Supplemental Cash Flow Inform50
Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Supplemental disclosures: | ||
Interest paid | ||
Income tax paid | ||
Non-cash investing and financing activities: | ||
Capital contribution through forgiveness of debt | 531,310 | |
Common stock issued for settlement of accounts payable | 35,152 | |
Common stock issued for settlement of convertible debenture | 601,097 | |
Common stock issued for prepaid assets | 72,924 | |
Common stock issued for intangible asset | 262,500 | |
Common stock subscriptions issued for services | 21,207 | |
Debt discounts on convertible debt | 284,184 | |
Promissory note issued for settlement of accrued salaries | 200,000 | |
Treasury stock returned and retired in disposition of assets | $ 380,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2017 | Jan. 31, 2017 | |
Due to related parties | $ 4,544 | $ 22,574 |
Accounts Payable [Member] | ||
Extinguishment of Debt | $ 35,152 | |
Common stock shares issued upon extinguishment of debt | 92,384 | |
Director [Member] | ||
Due to related parties | $ 4,544 | $ 4,154 |
Chief Financial Officer And Chief Business Officer [Member] | ||
Accrued management fee forgiven | $ 552,889 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 | |
Derivative liability | [1] | $ 312,541 | |
Quoted prices in active markets (Level 1) [Member] | |||
Derivative liability | [1] | ||
Significant other observable inputs (Level 2) [Member] | |||
Derivative liability | [1] | 312,541 | |
Significant unobservable inputs (Level 3) [Member] | |||
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 binomial option pricing model (Note 6). |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | 1 Months Ended | ||||||
Nov. 15, 2017 | May 15, 2019 | Nov. 15, 2018 | May 15, 2018 | Nov. 07, 2017 | Oct. 31, 2017 | Jan. 31, 2017 | |
Common stock, Shares Issued | 79,600,925 | 75,647,114 | |||||
Subsequent Event [Member] | |||||||
Exercise price | $ 0.39 | ||||||
Vesting rate | 25.00% | 25.00% | 25.00% | 25.00% | |||
Expiry period | Nov. 14, 2022 | ||||||
Subsequent Event [Member] | Service Provider [Member] | |||||||
Common stock, Shares Issued | 50,000 | ||||||
Subsequent Event [Member] | Scientific Advisory Board Agreements [Member] | |||||||
Options to purchase common stock shares | 100,000 |