Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2018 | Dec. 18, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 96,578,249 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
Current assets | ||
Cash | $ 406,901 | $ 64,511 |
Prepaid and other current assets | 142,328 | 84,742 |
Inventory (Note 6) | 6,795 | |
Total current assets | 556,024 | 149,253 |
Equipment, net (Note 7) | 3,404 | |
Intangible assets, net (Notes 3(a), 4 and 8) | 6,520,449 | 234,564 |
Total assets | 7,079,877 | 383,817 |
Current liabilities | ||
Accounts payable and accrued liabilities | 465,410 | 217,921 |
Due to related parties (Note 15) | 3,255 | 10,104 |
Convertible debenture, net (Note 9) | 2,722,270 | |
Promissory note (Note 10) | 201,175 | |
Acquisition obligation (Note 4) | 340,000 | |
Deferred revenues | 120,000 | |
Total current liabilities | 3,650,935 | 429,200 |
Stockholders' Equity (Deficit) | ||
Common stock: Unlimited shares authorized, without par value, 95,828,235 and 82,373,559 shares issued and outstanding, respectively (Note 11) | 16,718,718 | 8,263,767 |
Additional paid-in capital | 13,240,333 | 11,816,057 |
Accumulated other comprehensive income | 605,199 | 593,728 |
Accumulated deficit | (27,135,308) | (20,718,935) |
Total stockholders' equity (deficit) | 3,428,942 | (45,383) |
Total liabilities and stockholders' equity (deficit) | $ 7,079,877 | $ 383,817 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Oct. 31, 2018 | Jan. 31, 2018 |
Condensed Consolidated Balance Sheets Parenthetical Abstract | ||
Common stock, Shares issued | 95,828,235 | 82,373,559 |
Common stock, Shares outstanding | 95,828,235 | 82,373,559 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2017 | |
Expiration Date {1} | ||||
Revenue | ||||
Expenses | ||||
Amortization (Notes 7 and 8) | 187,309 | 8,309 | 504,346 | 8,309 |
Due diligence costs | 52,188 | 181,091 | ||
Foreign exchange loss | 30,702 | 38,762 | 64,789 | 101,324 |
General and administrative | 432,112 | 50,480 | 1,609,280 | 179,410 |
Licensing fees | 23,181 | 23,181 | ||
Professional fees | 214,450 | 55,166 | 468,048 | 128,174 |
Rent | 93,067 | 126,690 | ||
Research and development | 65,029 | 237,103 | ||
Salaries and wages | 313,463 | 31,941 | 817,494 | 301,714 |
Sales and marketing | 309 | 7,309 | ||
Total expenses | 1,411,810 | 184,658 | 4,039,331 | 718,931 |
Loss from operations | (1,411,810) | (184,658) | (4,039,331) | (718,931) |
Other income (expense) | ||||
Amortization of discount/premium on convertible debenture | (131,772) | (358,467) | (105,392) | |
Gain on change in fair value of derivative liabilities | 33,260 | 204,711 | ||
Gain on disposal of assets | 609,311 | 609,311 | ||
Gain on repayment of promissory note | 6,969 | |||
Gain on settlement of debts | 80,144 | 240,144 | ||
Interest expense | (134,851) | (7,331) | (299,478) | (24,481) |
Interest income | 2,923 | 2,923 | ||
Loss on extinguishment of convertible debentures (Note 9) | (1,508,836) | (1,508,836) | ||
Other expense | (26,967) | |||
Write-off of deposit (Note 5) | (193,175) | (193,175) | ||
Total other income (expense) | (1,965,711) | 715,384 | (2,377,031) | 924,293 |
Net (loss) income | (3,377,521) | 530,726 | (6,416,362) | 205,362 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 30,639 | (102,502) | 11,471 | (728) |
Net comprehensive loss | $ (3,346,882) | $ 428,224 | $ (6,404,891) | $ 204,634 |
Net loss per share, basic | $ (0.04) | $ 0.01 | $ (0.07) | $ 0 |
Net loss per share, diluted | $ (0.04) | $ 0.01 | $ (0.07) | $ 0 |
Weighted average shares outstanding - basic | 89,623,532 | 76,761,576 | 88,079,787 | 76,055,298 |
Weighted average shares outstanding - diluted | 89,632,532 | 81,596,692 | 88,079,787 | 78,877,344 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2018 | Oct. 30, 2017 | |
Operating activities | |||
Net (loss) income | $ (3,377,521) | $ (6,416,362) | $ 205,362 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of discount/premium on convertible debenture | 131,772 | 358,467 | 105,392 |
Depreciation and amortization | 187,309 | 504,346 | 8,309 |
Expenses paid related to debt issuance | (294,221) | ||
Fair value of stock options vested | 58,341 | 1,057 | |
Gain on change in fair value of derivative liabilities | (204,711) | ||
Gain on disposal of assets | (609,311) | ||
Gain on repayment of promissory note | (6,969) | ||
Gain on settlements of debts | (240,144) | ||
Loss on extinguishment of convertible debentures | 1,508,836 | 1,508,836 | |
Stock issued for services | 443,093 | 24,531 | |
Changes in operating assets and liabilities: | |||
Prepaids and other current assets | (63,691) | 35,589 | |
Inventory | (6,795) | ||
Due to related parties | (6,294) | 4,510 | |
Accounts payable and accrued liabilities | 240,875 | 457,439 | |
Deferred revenue | 120,000 | ||
Other liabilities | 12,266 | ||
Net cash used in operating activities | (3,560,374) | (199,711) | |
Investing activities | |||
Business acquisition | (659,999) | ||
Net cash used in investing activities | (659,999) | ||
Financing activities | |||
Proceeds from convertible debenture, net | 3,817,119 | ||
Proceeds from debenture | 36,500 | ||
Proceeds from issuance of common stock | 31,799 | ||
Proceeds from issuance of common stock subscriptions | 264,326 | ||
Proceeds from issuance of units | 976,164 | ||
Proceeds from promissory notes | 394,616 | ||
Repayment of loan payable | (15,925) | ||
Repayment of promissory note | (588,839) | ||
Net cash provided by financing activities | 4,583,134 | 332,625 | |
Effects of exchange rate changes on cash | (20,371) | 5,051 | |
Increase in cash | 342,390 | 137,965 | |
Cash - beginning of period | 64,511 | 112,421 | |
Cash - end of period | $ 406,901 | $ 406,901 | $ 250,386 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Oct. 31, 2018 | |
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 pharmaceuticals and nutraceuticals, as well as drug delivery platform technologies. 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 at October 31, 2018, the Company has not earned any revenue, has a working capital deficit of $3,094,911 and an accumulated deficit of $27,135,308. 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 Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. 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, 2018 | |
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 Company’s 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 Company’s 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 Company’s 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. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K (the “2018 Form 10-K”) for the year ended January 31, 2018, which was filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2018. (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 Pivot Naturals, LLC (from date of acquisition on February 28, 2018) 100% U.S.A. Thrudermic, LLC (from date of acquisition on March 2, 2018) 100% U.S.A. (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 instrument’s 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 Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties, convertible debenture 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. |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 3. Asset Acquisitions | (a) Thrudermic Transdermal Nanotechnology On March 2, 2018, the Company entered into an exchange agreement with Thrudermic, LLC (“Thrudermic”) and the members of Thrudermic whereby the Company paid $1.00 for the issued and outstanding units of Thrudermic and issued 500,000 shares of common stock (Notes 8 and 11(b)) to the members of Thrudermic for their intellectual property portfolio, including patents, goodwill and know-how in connection with the Thrudermic Transdermal Nanotechnology. The Company evaluated this acquisition in accordance with ASC 805, Business Combinations (10-55-4) to discern whether the assets and operations of IndUS met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as the acquisition of assets at cost of $805,000 Canadian Dollars ($624,467 US Dollars). (b) Solumer Oral Drug Delivery Technology On August 7, 2018, the Company entered into a licensing agreement with Solubest Ltd. (“Solubest”) whereby the Company will acquire worldwide rights for the use, development and commercialization of Solubest’s Solumer Oral Drug Technology solely for the improved bio-availability, delivery and commercialization of Cannabinoid and Tetrahydrocannabinol-based products for human and animal use. Financial considerations include: 1) Monthly license fee until commercialization date ($20,000); 2) Monthly development fee ($10,000); 3) Milestone payments upon commercialization ($150,000) and upon net sales of $5,000,000 ($250,000). Other consideration include royalties on aggregate net sales. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 4. Business Acquisition | On February 28, 2018, the Company completed the acquisition of Pivot Naturals, LLC (previously ERS Holdings, LLC) (“Pivot Naturals”) pursuant to an exchange agreement dated as of February 10, 2018. As consideration for the purchase, the Company paid $333,333 in cash on closing, issued 5,000,000 shares of common stock (Note 11(a)) and will pay an additional $333,333 six (6) and twelve (12) months after closing. Financial consideration include royalties on future annual net sales. On September 28, 2018, a payment of $326,666, representing a portion of the payment due six (6) months after closing, was made. The remainder of the payment due six (6) months after closing of $6,667 has been withheld due to infringement of the Company’s patent by the recipient. The acquisition obligation outstanding as at October 31, 2018 is $340,000. The Company evaluated this acquisition in accordance with ASC 805, Business Combinations (10-55-4) to discern whether the assets and operations of Pivot Naturals met the definition of a business. The Company concluded there were a sufficient number of key processes obtained to develop the inputs into outputs and such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as an acquisition of a business. The consideration transferred, assets acquired and liabilities assumed recognized is as follows: Consideration paid: $ Cash paid 333,333 Cash to be paid 666,666 Common stock issued 5,150,000 Total purchase price 6,149,999 Net assets acquired: $ Cash 2,152 Equipment 4,037 Intangible asset (patents) 6,190,868 Accounts payable and accrued liabilities (31,133 ) Loan payable (15,925 ) Net value of business purchased 6,149,999 The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, equipment, intangible asset) and liabilities assumed (accounts payable and accrued liabilities and loan payable) at fair value as of the acquisition date. The cash, accounts payable and accrued liabilities and loan payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Pursuant to the acquisition, the Company expensed $120,000 of acquisition-related costs. Patents acquired will be amortized over an estimated useful life of ten (10) years. |
Deposit
Deposit | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 5. Deposit | Pursuant to a letter of intent signed with Agro-Biotech Inc. (“ABI”) on February 19, 2018 for exclusive negotiations related to the acquisition of ABI by April 15, 2018, the Company paid a deposit of $250,000 Canadian Dollars ($196,340 US Dollars). The deposit is non-refundable, except upon wrongful refusal of ABI to conclude the acquisition. The acquisition of ABI was not concluded by April 15, 2018. On April 24, 2018, the Company submitted an originating application to the Superior Court in the province of Quebec, Canada seeking to recover losses arising from the lack of cooperation by ABI, including the deposit made, in concluding the transaction. For the period ended October 31, 2018, the Company wrote-off the balance of the deposit and recorded a loss on write-off of deposit of $193,175. |
Inventory
Inventory | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 6. Inventory | October 31, 2018 January 31, 2018 Raw materials 6,795 – |
Equipment
Equipment | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 7. Equipment | Cost Lab Equipment $ Balance, January 31, 2018 – Exchange agreement (Note 4) 5,700 Balance, October 31, 2018 5,700 Accumulated Amortization Balance, January 31, 2018 – Exchange agreement (Note 4) 1,663 Amortization 633 Balance, October 31, 2018 2,296 Net book value, October 31, 2018 3,404 Net book value, January 31, 2018 – |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 8. Intangible Assets | Cost BiPhasix License $ Patents $ Total $ Balance, January 31, 2018 259,639 – 259,639 Addition and exchange agreement (Note 4) – 6,803,408 6,803,408 Effect of foreign exchange rate changes (16,774 ) – (16,774 ) Balance, October 31, 2018 242,865 6,803,408 7,046,273 Accumulated Amortization Balance, January 31, 2018 25,075 – 25,075 Amortization 45,413 456,667 502,080 Effect of foreign exchange rate changes (1,331 ) – (1,331 ) Balance, October 31, 2018 69,157 456,667 525,824 Net book value, October 31, 2018 173,708 6,346,741 6,520,449 Net book value, January 31, 2018 234,564 – 234,564 |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 9. Convertible Debenture | On March 2, 2018, the Company issued convertible debentures with two non-related parties totaling $5,000,000 Canadian Dollars ($3,878,675 US Dollars). The debentures are secured under a General Security Agreement, bear interest at 10% per annum payable quarterly and mature on March 2, 2019. The notes are convertible into common shares at a conversion price equal to $1.74 Canadian Dollars ($1.33 US Dollars) per common share. The Company issued 172,413 share purchase warrants with an exercise price of $1.74 Canadian Dollars and three year expiry as finder’s fee for the convertible debentures. On October 22, 2018, $1,500,000 Canadian Dollars ($1,144,601 US Dollars) of the convertible debentures were settled through the issuance of 3,750,000 units of the Company with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars ($0.46 US Dollars) and three year expiry. The Company considered the settlement to be a substantial modification of the terms of the convertible debenture and recorded a loss on extinguishment of debenture of $1,508,836 in the condensed consolidated statement of operations. Pursuant to the settlement, the Company paid $41,439 representing the remainder of the interest on the debentures settled through maturity date of March 2, 2019. On October 22, 2018, the Company modified the conversion price on the remainder of the convertible debentures, totaling $3,500,000 Canadian Dollars ($2,670,736 US Dollars), to C$0.42 per common share. As the modification was considered a modification with substantially different terms, the modification has been accounted for as an extinguishment of the original debenture and the recognition of a new convertible debenture with a loss on extinguishment of debenture of $126,327 recorded in the condensed consolidated statement of operations. As of October 31, 2018, the carrying value of the convertible debenture is $2,722,270, which is inclusive of debt premium of $59,053. As of October 31, 2018, interest accrued on the convertible debenture is $29,725. |
Promissory Note
Promissory Note | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 10. Promissory Note | (a) Promissory Note – Former Chief Executive Officer The Company issued a promissory note in the amount of $200,000 to its former CEO, which 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, provided that if repayment occurs prior to the second anniversary date, all interest will be waived. On March 2, 2018, the Company issued senior secured convertible debentures for gross proceeds of $5,000,000 Canadian dollars (Note 9). Accordingly, accrued interest being waived, principal was due and repaid on March 30, 2018 and a gain on repayment of promissory note of $6,969 was recorded. (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, 2018. As part of the promissory note, 100,000 shares of our common stock were issued on October 26, 2017. (c) Promissory Note – Altum Pharmaceuticals Inc. (“Altum”) On February 16, 2018, the Company issued a promissory note of up to $560,000 Canadian Dollars ($445,895 US Dollars), bearing interest at 10% per annum to Altum and maturing on May 15, 2018. On February 19 and March 1, 2018, $250,000 Canadian Dollars ($198,981 US Dollars) and $252,464 Canadian Dollars ($196,761 US Dollars) were advanced to the Company. On March 2, 2018, the Company repaid the principal amount and accrued interest on the note totaling $503,285 Canadian Dollars ($390,398 US Dollars). |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 11. Common Stock | (a) On February 28, 2018, 5,000,000 shares of common stock, with fair value of $5,191,662, were issued pursuant to the exchange agreement with Pivot Naturals (Note 4). (b) On March 2, 2018, 500,000 shares of common stock, with fair value of $620,328, were issued pursuant to the exchange agreement with Thrudermic and the members of Thrudermic (Note 3(a)). (c) During the nine months ended October 31, 2018, the Company issued 598,735 shares of common stock, with fair value totaling $323,338, to third parties for services rendered. (d) During the nine months ended October 31, 2018 the Company issued 277,691 shares of common stock, with fair value totaling $119,606, as compensation pursuant to employment agreements entered into as part of the acquisitions of the Thrudermic Transdermal Nanotechnology (Note 3(a)) and Pivot Naturals (Note 4). (e) On October 22, 2018, 3,750,000 units of the Company, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, were issued pursuant to settlement of $1,500,000 Canadian Dollars of convertible debentures (Note 9). (f) In October, 2018, 3,328,250 units of the Company, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, were issued for subscription proceeds of $1,331,300 Canadian Dollars ($1,022,005 US Dollars). Pursuant to the private placement, the Company paid finders’ fee of $64,104 in cash and issued 142,260 share purchase warrants with an exercise price of $0.60 Canadian Dollars and three year expiry. An additional 38,000 share purchase warrants, with an exercise price of $0.60 Canadian Dollars and three year expiry, in finders’ fee were issued on November 2, 2018. |
Stock Options
Stock Options | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 12. Stock Options | Effective December 30, 2015, the Company adopted a stock option plan. Under this plan, the Company may grant options to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than a percentage of its outstanding common stock as may be required by the stock exchange the Company is listed with. The exercise price of the stock options will be determined by the Company and will be no less than any minimum exercise price as may be required by the stock exchange the Company is listed with. The following table summarizes the continuity of the Company’s stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding, January 31, 2018 13,620,833 0.34 3.26 22,917,756 Granted 300,000 0.97 4.57 – Forfeited (229,000 ) (0.26 ) (2.15 ) – Outstanding, October 31, 2018 13,691,833 0.35 2.56 1,771,295 Exercisable, October 31, 2018 13,475,169 0.35 2.53 1,771,295 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) 100,000 options expiring on November 14, 2022 333 % 2.95 % 0 % 4.04 200,000 options expiring on March 11, 2023 342 % 2.98 % 0 % 4.36 100,000 options expiring on October 28, 2023 364 % 2.98 % 0 % 4.99 Additional information regarding stock options as of October 31, 2018, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date 4,000,000 4,000,000 0.10 December 14, 2020 5,250,000 5,250,000 0.70 February 22, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 100,000 50,000 0.39 November 14, 2022 200,000 133,336 1.30 March 11, 2023 100,000 - 0.32 October 28, 2023 13,691,833 13,475,169 $50,983 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, 2018 | |
Notes to Financial Statements | |
Note 13. Share Purchase Warrant | The following table summarizes the continuity of share purchase warrant: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2018 265,125 0.35 Granted 7,392,923 0.48 Balance, October 31, 2018 7,658,048 0.48 As at October 31, 2018, the following share purchase warrants were outstanding: Number of Warrants Exercise Price $ Expiry Date 190,000 0.35 May 20, 2019 75,125 0.35 June 14 ,2019 172,413 1.35 March 1, 2021 2,853,250 0.47 September 21, 2021 8,000 0.47 October 1, 2021 609,260 0.46 October 18, 2021 3,750,000 0.46 October 22, 2021 7,658,048 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 14. Supplemental Cash Flow Information | Nine Months Ended October 31, 2018 Nine Months Ended October 31, 2017 Supplemental disclosures: Interest paid 269,293 – 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 (Note 9) 1,230,446 601,097 Common stock issued for prepaid assets – 72,924 Common stock issued for intangible asset (Note 3(a)) 620,328 262,500 Common stock issued for services 443,093 21,207 Common stock issued for acquisition of business (Note 4) 5,191,662 – Promissory note issued for settlement of accrued salaries – 200,000 Treasury stock returned and retired in disposition of assets – 380,000 Warrants granted for finder’s fee (Note 9) 203,553 – Warrants granted for settlement of convertible debenture (Note 9) 1,162,383 – |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 15. Related Party Transactions | (a) As at October 31, 2018, the Company owed $3,255 (January 31, 2018 - $4,767), $1,339 (January 31, 2018 - $nil), $8,270 (January 31, 2018 - $nil) and $1,071 (January 31, 2018 - $nil) to a director, a director and officer, an officer of the Company and an officer of the Company’s subsidiary, respectively, which are unsecured, non-interest bearing, and due on demand. (b) On September 12, 2017, the Company entered into a licensing agreement with Altum, a party related by way of common director and officers, whereby the Company acquired worldwide rights to the BiPhasix™ transdermal drug delivery technology for the development and commercialization of Cannabinoids, Cannabidiol and Tetrahydrocannabinol products. (c) During the nine months ended October 31, 2018, the Company paid $644 in interest expense on a promissory note issued to Altum (Note 10(c)). (d) During the nine months ended October 31, 2018, the Company’s subsidiary, Pivot Naturals, paid $49,540 to a company owned by its President for research and development. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Note 16. Subsequent Events | On November 2, 2018, the Company issued 750,000 units, with each unit consisting of one common stock and one share purchase warrant with an exercise price of $0.60 Canadian Dollars and three year expiry, for subscription proceeds of $300,000 Canadian Dollars. Pursuant to the private placement, the Company paid finders’ fee of $24,000 Canadian Dollars in cash and issued 60,000 share purchase warrants with an exercise price of $0.60 Canadian Dollars and three year expiry. In addition, 38,000 share purchase warrants related to finder’s fee on the private placement in October 2018 were issued (Note 11(f)). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2018 | |
Significant Accounting 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 Company’s 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 Company’s 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 Company’s 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. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K (the “2018 Form 10-K”) for the year ended January 31, 2018, which was filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2018. |
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 Pivot Naturals, LLC (from date of acquisition on February 28, 2018) 100% U.S.A. Thrudermic, LLC (from date of acquisition on March 2, 2018) 100% U.S.A. |
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 instrument’s 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 Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties, convertible debenture 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 Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Significant Accounting Policies Tables Abstract | |
Basis of Consolidation | % of ownership Jurisdiction Pivot Pharmaceuticals Inc. Parent Canada Pivot Green Stream Health Solutions Inc. 100% Canada Pivot Naturals, LLC (from date of acquisition on February 28, 2018) 100% U.S.A. Thrudermic, LLC (from date of acquisition on March 2, 2018) 100% U.S.A. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Business Acquisition | |
Schedule of Business acquisitions | Consideration paid: $ Cash paid 333,333 Cash to be paid 666,666 Common stock issued 5,150,000 Total purchase price 6,149,999 Net assets acquired: $ Cash 2,152 Equipment 4,037 Intangible asset (patents) 6,190,868 Accounts payable and accrued liabilities (31,133 ) Loan payable (15,925 ) Net value of business purchased 6,149,999 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Inventory Tables Abstract | |
Inventory | October 31, 2018 January 31, 2018 Raw materials 6,795 – |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Equipment | |
Equipment | Cost Lab Equipment $ Balance, January 31, 2018 – Exchange agreement (Note 4) 5,700 Balance, October 31, 2018 5,700 Accumulated Amortization Balance, January 31, 2018 – Exchange agreement (Note 4) 1,663 Amortization 633 Balance, October 31, 2018 2,296 Net book value, October 31, 2018 3,404 Net book value, January 31, 2018 – |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Intangible Assets | |
Intangible assets | Cost BiPhasix License $ Patents $ Total $ Balance, January 31, 2018 259,639 – 259,639 Addition and exchange agreement (Note 4) – 6,803,408 6,803,408 Effect of foreign exchange rate changes (16,774 ) – (16,774 ) Balance, October 31, 2018 242,865 6,803,408 7,046,273 Accumulated Amortization Balance, January 31, 2018 25,075 – 25,075 Amortization 45,413 456,667 502,080 Effect of foreign exchange rate changes (1,331 ) – (1,331 ) Balance, October 31, 2018 69,157 456,667 525,824 Net book value, October 31, 2018 173,708 6,346,741 6,520,449 Net book value, January 31, 2018 234,564 – 234,564 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Stock Options | |
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, 2018 13,620,833 0.34 3.26 22,917,756 Granted 300,000 0.97 4.57 – Forfeited (229,000 ) (0.26 ) (2.15 ) – Outstanding, October 31, 2018 13,691,833 0.35 2.56 1,771,295 Exercisable, October 31, 2018 13,475,169 0.35 2.53 1,771,295 |
Fair value of stock-based compensation expense | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) 100,000 options expiring on November 14, 2022 333 % 2.95 % 0 % 4.04 200,000 options expiring on March 11, 2023 342 % 2.98 % 0 % 4.36 100,000 options expiring on October 28, 2023 364 % 2.98 % 0 % 4.99 |
Additional information of stock options | Options Outstanding Options Exercisable Exercise Price $ Expiry Date 4,000,000 4,000,000 0.10 December 14, 2020 5,250,000 5,250,000 0.70 February 22, 2021 4,000,000 4,000,000 0.10 December 14, 2021 41,833 41,833 0.05 January 23, 2022 100,000 50,000 0.39 November 14, 2022 200,000 133,336 1.30 March 11, 2023 100,000 - 0.32 October 28, 2023 13,691,833 13,475,169 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Share Purchase Warrants | |
Schedule of continuity of share purchase warrants | Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2018 265,125 0.35 Granted 7,392,923 0.48 Balance, October 31, 2018 7,658,048 0.48 |
Schedule of share purchase warrants outstanding | Number of Warrants Exercise Price $ Expiry Date 190,000 0.35 May 20, 2019 75,125 0.35 June 14 ,2019 172,413 1.35 March 1, 2021 2,853,250 0.47 September 21, 2021 8,000 0.47 October 1, 2021 609,260 0.46 October 18, 2021 3,750,000 0.46 October 22, 2021 7,658,048 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Nine Months Ended October 31, 2018 Nine Months Ended October 31, 2017 Supplemental disclosures: Interest paid 269,293 – 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 (Note 9) 1,230,446 601,097 Common stock issued for prepaid assets – 72,924 Common stock issued for intangible asset (Note 3(a)) 620,328 262,500 Common stock issued for services 443,093 21,207 Common stock issued for acquisition of business (Note 4) 5,191,662 – Promissory note issued for settlement of accrued salaries – 200,000 Treasury stock returned and retired in disposition of assets – 380,000 Warrants granted for finder’s fee (Note 9) 203,553 – Warrants granted for settlement of convertible debenture (Note 9) 1,162,383 – |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Jan. 31, 2018 | |
Nature Of Operations And Continuance Of Business | ||
State of incorporation | British Columbia | |
Date of incorporation | Jun. 10, 2002 | |
Working capital deficit | $ (3,094,911) | |
Accumulated deficit | $ (27,135,308) | $ (20,718,935) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 9 Months Ended |
Oct. 31, 2018 | |
Pivot Pharmaceuticals Inc. [Member] | |
Percentege of ownership | Parent |
Jurisdiction | Canada |
Pivot Green Stream Health Solutions Inc. [Member] | |
% of ownership | 100.00% |
Jurisdiction | Canada |
Pivot Naturals, LLC [Member] | |
% of ownership | 100.00% |
Jurisdiction | U.S.A. |
Thrudermic, LLC [Member] | |
% of ownership | 100.00% |
Jurisdiction | U.S.A |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jan. 31, 2018 | |
Significant Accounting Policies Details Narrative Abstract | ||
Potentially dilutive shares | 29,776,226 | 6,153,764 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narratives) - USD ($) | Aug. 07, 2018 | Oct. 31, 2018 | Mar. 02, 2018 | Jan. 31, 2018 |
Common stock, shares issued | 95,828,235 | 82,373,559 | ||
Licensing agreement [Member] | Solumer Oral Drug Delivery Technology [Member] | ||||
Net sales milestone | $ 5,000,000 | |||
Monthly license fee | 20,000 | |||
Monthly development fee | 10,000 | |||
Milestone payments | $ 150,000 | |||
Licensing agreement [Member] | Thrudermic [Member] | ||||
Common stock, shares issued | 500,000 | |||
Amount paid per unit issued and outstanding | $ 1 | |||
Business acquisition transaction cost | $ 624,467 |
Business Acquisition (Details)
Business Acquisition (Details) | 1 Months Ended |
Feb. 28, 2018USD ($)shares | |
Business Acquisition Details Abstract | |
Cash paid | $ 333,333 |
Cash to be paid | $ 666,666 |
Common stock issued | shares | 5,150,000 |
Total purchase price | $ 6,149,999 |
Business Acquisition (Details 1
Business Acquisition (Details 1) - USD ($) | Oct. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 |
Business Acquisition Details 2Abstract | |||
Cash | $ 406,901 | $ 2,152 | $ 64,511 |
Equipment | 4,037 | ||
Intangible asset (patents) | 6,190,868 | ||
Accounts payable and accrued liabilities | (31,133) | ||
Loan payable | (15,925) | ||
Net value of business purchased | $ 6,149,999 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | 1 Months Ended | |||
Sep. 28, 2018 | Feb. 28, 2018 | Oct. 31, 2018 | Jan. 31, 2018 | |
Cash paid | $ 333,333 | |||
Common stock, shares issued | 95,828,235 | 82,373,559 | ||
Acquisition-related costs | 120,000 | |||
Acquisition obligation outstanding | $ 340,000 | |||
Pivot Naturals, LLC [Member] | ||||
Cash paid | $ 326,666 | $ 333,333 | ||
Common stock, shares issued | 5,000,000 | |||
Patents [Member] | ||||
Cash paid | $ 6,667 | |||
Estimated useful life | 10 years |
Deposit (Details Narrative)
Deposit (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2017 | Feb. 19, 2018 | |
Deposit | |||||
Deposit | $ 196,340 | ||||
Write-off of deposit | $ 193,175 | $ 193,175 |
Inventory (Details)
Inventory (Details) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
Inventory Details Abstract | ||
Raw materials | $ 6,795 |
Equipment (Details)
Equipment (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Jan. 31, 2018 | |
Cost | ||
Balance, beginning | ||
Exchange agreement (Note 4) | 5,700 | |
Balance, ending | 5,700 | |
Accumulated Amortization | ||
Balance, beginning | ||
Exchange agreement (Note 4) | 1,663 | |
Amortization | 633 | |
Balance, ending | 2,296 | |
Net book value | $ 3,404 |
Intangible Assets (Details)
Intangible Assets (Details) | 9 Months Ended |
Oct. 31, 2018USD ($) | |
Cost | |
Balance, beginning | $ 259,639 |
Addition and exchange agreement (Note 4) | 6,803,408 |
Effect of foreign exchange rate changes | (16,774) |
Balance, ending | 7,046,273 |
Accumulated Amortization | |
Accumulated Amortization, beginning | 25,075 |
Amortization | 502,080 |
Effect of foreign exchange rate changes | (1,331) |
Accumulated Amortization, ending | 525,824 |
Net book value, October 31, 2018 | 6,520,449 |
Net book value, January 31, 2018 | 234,564 |
Patents [Member] | |
Cost | |
Balance, beginning | |
Addition and exchange agreement (Note 4) | 6,803,408 |
Effect of foreign exchange rate changes | |
Balance, ending | 6,803,408 |
Accumulated Amortization | |
Accumulated Amortization, beginning | |
Amortization | 456,667 |
Effect of foreign exchange rate changes | |
Accumulated Amortization, ending | 456,667 |
Net book value, October 31, 2018 | 6,346,741 |
Net book value, January 31, 2018 | |
BiPhasix License [Member] | |
Cost | |
Balance, beginning | 259,639 |
Addition and exchange agreement (Note 4) | |
Effect of foreign exchange rate changes | (16,774) |
Balance, ending | 242,865 |
Accumulated Amortization | |
Accumulated Amortization, beginning | 25,075 |
Amortization | 45,413 |
Effect of foreign exchange rate changes | (1,331) |
Accumulated Amortization, ending | 69,157 |
Net book value, October 31, 2018 | 173,708 |
Net book value, January 31, 2018 | $ 234,564 |
Convertible Debenture (Details
Convertible Debenture (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 22, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2017 | |
Convertible debenture | $ 2,670,736 | $ 2,722,270 | $ 2,722,270 | ||
Debt premium | 59,053 | 59,053 | |||
Accrued interest | 29,725 | 29,725 | |||
Maturity date | Mar. 2, 2019 | ||||
Loss on extinguishment of convertible debentures (Note 9) | $ 126,327 | 1,508,836 | 1,508,836 | ||
March 2, 2018 [Member] | |||||
Convertible debenture | $ 3,878,675 | $ 3,878,675 | |||
Interest rate | 10.00% | 10.00% | |||
Shares issued to purchase warrants | 172,413 | 172,413 | |||
Convertible conversion price | $ 1.33 | $ 1.33 | |||
Maturity date | Mar. 2, 2019 | ||||
Convertible Debentures [Member] | |||||
Convertible debenture | $ 1,144,601 | ||||
Price per share | $ 0.46 | ||||
Loss on extinguishment of convertible debentures (Note 9) | $ 1,508,836 | ||||
Issuance of convertible debenture | 3,750,000 | ||||
Debt settlement amount | $ 41,439 | ||||
Warrants expiration period | 3 years |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - USD ($) | Mar. 02, 2018 | Oct. 22, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Jun. 16, 2018 | Oct. 31, 2018 | Oct. 30, 2017 | Mar. 01, 2018 | Feb. 19, 2018 | Feb. 16, 2018 | Jan. 31, 2018 | Oct. 26, 2017 |
Maturity date | Mar. 2, 2019 | |||||||||||
Common stock, shares issued | 95,828,235 | 95,828,235 | 82,373,559 | |||||||||
Convertible debenture | $ 2,670,736 | $ 2,722,270 | $ 2,722,270 | |||||||||
Gain on repayment of promissory note | $ 6,969 | |||||||||||
Senior Secured Debt [Member] | ||||||||||||
Convertible debenture | $ 5,000,000 | |||||||||||
Altum [Member] | ||||||||||||
Interest rate | 10.00% | |||||||||||
Maturity date | May 15, 2018 | |||||||||||
Convertible debenture | $ 445,895 | |||||||||||
Due from related party | $ 198,981 | $ 196,761 | ||||||||||
Repayment to related party | $ 390,398 | |||||||||||
Third Party [Member] | Promissory Note [Member] | ||||||||||||
Common stock, shares issued | 100,000 | |||||||||||
Third Party [Member] | Promissory Note [Member] | September 27, 2017 [Member] | ||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||
Principal amount | $ 400,000 | $ 400,000 | ||||||||||
Maturity date | Dec. 31, 2018 | |||||||||||
Former CEO [Member] | Promissory Note [Member] | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Principal amount | $ 200,000 | $ 200,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Mar. 02, 2018shares | Oct. 22, 2018USD ($)$ / sharesshares | Feb. 28, 2018shares | Oct. 31, 2018USD ($)shares | Oct. 30, 2017USD ($) | Oct. 31, 2018$ / shares | Jan. 31, 2018shares |
Common stock, shares issued | 95,828,235 | 82,373,559 | |||||
Proceeds from issuance of common stock subscriptions | $ | $ 264,326 | ||||||
Warrants granted for finders fee | $ | 203,553 | ||||||
Convertible debenture | $ | $ 2,670,736 | $ 2,722,270 | |||||
Convertible Debentures [Member] | |||||||
Common stock, shares issued | 3,750,000 | ||||||
Warrants expiration period | 3 years | ||||||
Exercise price | $ / shares | $ 0.46 | ||||||
Convertible debenture | $ | $ 1,144,601 | ||||||
October 2018 [Member] | Common Stock [Member] | |||||||
Common stock, shares issued | 3,328,250 | ||||||
Proceeds from issuance of common stock subscriptions | $ | $ 1,022,005 | ||||||
Warrants granted for finders fee | $ | $ 64,104 | ||||||
Warrants expiration period | 3 years | ||||||
Private Placements [Member] | October 2018 [Member] | |||||||
Shares issued to purchase warrants | 142,260 | ||||||
Additional purchase warrants shares | 38,000 | ||||||
Exercise price | $ / shares | $ 0.60 | ||||||
Thrudermic Transdermal Nanotechnology [Member] | Pivot Naturals [Member] | |||||||
Common stock, shares issued | 277,691 | ||||||
Common stock shares issued for services | 119,606 | ||||||
Thrudermic Transdermal Nanotechnology [Member] | Exchange Agreement [Member] | |||||||
Common stock, shares issued | 500,000 | ||||||
Common stock shares issued for services | 620,328 | ||||||
Third Parties [Member] | |||||||
Common stock, shares issued | 598,735 | ||||||
Common stock shares issued for services | 323,338 | ||||||
Pivot Naturals, LLC [Member] | |||||||
Common stock, shares issued | 5,000,000 | ||||||
Pivot Naturals, LLC [Member] | Exchange Agreement [Member] | |||||||
Common stock, shares issued | 5,000,000 | ||||||
Common stock shares issued for services | 5,191,662 |
Stock Options (Details)
Stock Options (Details) - Equity Option [Member] | 9 Months Ended |
Oct. 31, 2018USD ($)$ / sharesshares | |
Number of Options | |
Balance, beginning | shares | 13,620,833 |
Granted | shares | 300,000 |
Forfeited | shares | (229,000) |
Balance, ending | shares | 13,691,833 |
Exercisable, ending | shares | 13,475,169 |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.34 |
Granted | $ / shares | 0.97 |
Forfeited | $ / shares | (0.26) |
Balance, ending | $ / shares | 0.35 |
Exercisable, ending | $ / shares | $ 0.35 |
Weighted Average Remaining Contractual Life (years) | |
Balance, beginning | 3 years 3 months 4 days |
Granted | 4 years 6 months 25 days |
Forfeited | 2 years 1 month 24 days |
Balance, ending | 2 years 6 months 21 days |
Exercisable, ending | 2 years 6 months 10 days |
Aggregate Intrinsic Value | |
Balance, beginning | $ | $ 22,917,756 |
Granted | $ | |
Forfeited | $ | |
Balance, ending | $ | 1,771,295 |
Exercisable, ending | $ | $ 1,771,295 |
Stock Options (Details 1)
Stock Options (Details 1) | 9 Months Ended |
Oct. 31, 2018 | |
100,000 options expiring on November 14, 2022 [Member] | |
Expected Volatility | 333.00% |
Risk-free Interest Rate | 2.95% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 15 days |
200,000 options expiring on March 11, 2023 [Member] | |
Expected Volatility | 342.00% |
Risk-free Interest Rate | 2.98% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 4 months 9 days |
100,000 options expiring on October 28, 2023 [Member] | |
Expected Volatility | 364.00% |
Risk-free Interest Rate | 2.98% |
Expected Dividend Yield | 0.00% |
Expected Life (in years) | 4 years 11 months 26 days |
Stock Options (Details 2)
Stock Options (Details 2) - Equity Option [Member] | 9 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Options Outstanding | 13,691,833 |
Options Exercisable | 13,475,169 |
Exercise Price 0.10 [Member] | |
Options Outstanding | 4,000,000 |
Options Exercisable | 4,000,000 |
Exercise Price | $ / shares | $ 0.10 |
Expiry Date | Dec. 14, 2020 |
Exercise Price 0.70 [Member] | |
Options Outstanding | 5,250,000 |
Options Exercisable | 5,250,000 |
Exercise Price | $ / shares | $ 0.70 |
Expiry Date | Feb. 22, 2021 |
Exercise Price 0.10 [Member] | |
Options Outstanding | 4,000,000 |
Options Exercisable | 4,000,000 |
Exercise Price | $ / shares | $ 0.10 |
Expiry Date | Dec. 14, 2021 |
Exercise Price 0.05 [Member] | |
Options Outstanding | 41,833 |
Options Exercisable | 41,833 |
Exercise Price | $ / shares | $ 0.05 |
Expiry Date | Jan. 23, 2022 |
Exercise Price 0.39 [Member] | |
Options Outstanding | 100,000 |
Options Exercisable | 50,000 |
Exercise Price | $ / shares | $ 0.39 |
Expiry Date | Nov. 14, 2022 |
Exercise Price 1.30 [Member] | |
Options Outstanding | 200,000 |
Options Exercisable | 133,336 |
Exercise Price | $ / shares | $ 1.30 |
Expiry Date | Mar. 11, 2023 |
Exercise Price 0.32 [Member] | |
Options Outstanding | 100,000 |
Options Exercisable | |
Exercise Price | $ / shares | $ 0.32 |
Expiry Date | Oct. 28, 2023 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 9 Months Ended |
Oct. 31, 2018USD ($) | |
Stock Options [Member] | |
Stock-based compensation | $ 50,983 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - Warrant [Member] | 9 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Number of Warrants | |
Balance, beginning | shares | 265,125 |
Granted | shares | 7,392,923 |
Balance, ending | shares | 7,658,048 |
Weighted Average Exercise Price | |
Balance, beginning | $ / shares | $ 0.35 |
Granted | $ / shares | 0.48 |
Balance, ending | $ / shares | $ 0.48 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) | 9 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Number of Warrants | 7,658,048 |
Warrant [Member] | |
Number of Warrants | 190,000 |
Exercise Price | $ / shares | $ 0.35 |
Expiry Date | May 20, 2019 |
Warrant One [Member] | |
Number of Warrants | 75,125 |
Exercise Price | $ / shares | $ 0.35 |
Expiry Date | Jun. 14, 2019 |
Warrant Two [Member] | |
Number of Warrants | 172,413 |
Exercise Price | $ / shares | $ 1.35 |
Expiry Date | Mar. 1, 2021 |
Warrant Three [Member] | |
Number of Warrants | 2,853,250 |
Exercise Price | $ / shares | $ 0.47 |
Expiry Date | Sep. 21, 2021 |
Warrant Four [Member] | |
Number of Warrants | 8,000 |
Exercise Price | $ / shares | $ 0.47 |
Expiry Date | Oct. 1, 2021 |
Warrant Five [Member] | |
Number of Warrants | 609,260 |
Exercise Price | $ / shares | $ 0.46 |
Expiry Date | Oct. 18, 2021 |
Warrant Six [Member] | |
Number of Warrants | 3,750,000 |
Exercise Price | $ / shares | $ 0.46 |
Expiry Date | Oct. 22, 2021 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Oct. 30, 2017 | |
Supplemental disclosures: | ||
Interest paid | $ 269,293 | |
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 (Note 9) | 1,230,446 | 601,097 |
Common stock issued for prepaid assets | 72,924 | |
Common stock issued for intangible asset (Note 3(a)) | 620,328 | 262,500 |
Common stock issued for services | 443,093 | 21,207 |
Common stock issued for acquisition of business (Note 4) | 5,191,662 | |
Promissory note issued for settlement of accrued salaries | 200,000 | |
Treasury stock returned and retired in disposition of assets | 380,000 | |
Warrants granted for finders fee (Note 9) | 203,553 | |
Warrants granted for settlement of convertible debenture (Note 9) | $ 1,162,383 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2017 | Jan. 31, 2018 | |
Due to related parties | $ 3,255 | $ 3,255 | $ 10,104 | ||
Research and development | 65,029 | 237,103 | |||
Director [Member] | |||||
Due to related parties | 3,255 | 3,255 | 4,767 | ||
Director and Officer [Member] | |||||
Due to related parties | 1,339 | 1,339 | 0 | ||
Officer [Member] | |||||
Due to related parties | 8,270 | 8,270 | 0 | ||
Related Party [Member] | |||||
Due to related parties | $ 1,071 | 1,071 | $ 0 | ||
Altum [Member] | |||||
Interest expense | 644 | ||||
President [Member] | |||||
Research and development | $ 49,540 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 02, 2018CAD ($)$ / sharesshares | Oct. 31, 2018USD ($) | Oct. 30, 2017USD ($) | Oct. 31, 2018$ / sharesshares | Jan. 31, 2018shares |
Common stock, shares issued | 95,828,235 | 82,373,559 | |||
Proceeds from issuance of common stock subscriptions | $ | $ 264,326 | ||||
Private Placements [Member] | October 2018 [Member] | |||||
Shares issued to purchase warrants | 142,260 | ||||
Additional shares | 38,000 | ||||
Exercise price | $ / shares | $ 0.60 | ||||
Private Placements [Member] | October 2018 [Member] | Subsequent Event [Member] | |||||
Common stock, shares issued | 750,000 | ||||
Shares issued to purchase warrants | 60,000 | ||||
Additional shares | 38,000 | ||||
Proceeds from issuance of common stock subscriptions | $ | $ 300,000 | ||||
Exercise price | $ / shares | $ 0.60 | ||||
Finder fees | $ | $ 24,000 | ||||
Warrants expiration period | 3 years |