Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2017 | Jan. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Loop Industries, Inc. | |
Entity Central Index Key | 1,504,678 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
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 | 32,807,137 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2017 | Feb. 28, 2017 |
Current Assets | ||
Cash | $ 3,400,973 | $ 916,487 |
Restricted cash | 38,795 | |
Valued added tax and other receivables | 148,905 | 259,297 |
Prepayments | 15,518 | |
Total current assets | 3,604,191 | 1,175,784 |
Property and Equipment, net of accumulated depreciation of $734,699 and $497,244, respectively | 1,659,781 | 1,566,969 |
Intellectual Property, net of accumulated amortization of $184,734 and $137,050, respectively | 260,316 | 308,000 |
Total assets | 5,524,288 | 3,050,753 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,162,216 | 161,536 |
Accrued officer compensation | 360,000 | |
Advances from majority stockholder | 72,880 | 391,695 |
Total current liabilities | 1,235,096 | 913,231 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock par value $0.0001: 250,000,000 shares authorized; 32,807,137 and 31,451,973 shares issued and outstanding, respectively | 3,281 | 3,146 |
Additional paid-in capital | 21,275,564 | 8,723,390 |
Common stock issuable, 1,000,000 shares at November 30 and February 28, 2017 | 800,000 | 800,000 |
Accumulated deficit | (17,640,510) | (7,237,803) |
Accumulated other comprehensive loss | (149,143) | (151,211) |
Total stockholders' equity | 4,289,192 | 2,137,522 |
Total liabilities and stockholders' equity | 5,524,288 | 3,050,753 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2017 | Feb. 28, 2017 |
Current Assets | ||
Property and Equipment, net of accumulated depreciation | $ 734,699 | $ 497,244 |
Intellectual Property, net of accumulated amortization | $ 184,734 | $ 137,050 |
Stockholders' Equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 32,807,137 | 31,451,973 |
Common stock, shares outstanding | 32,807,137 | 31,451,973 |
Common stock issuable | 1,000,000 | 1,000,000 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, share authorised | 25,000,000 | 25,000,000 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Condensed Consolidated Statements Of Operations And Comprehensive Loss | ||||
Revenue | ||||
Operating Expenses - | ||||
Research and development | 3,894,454 | 368,403 | 5,341,763 | 1,217,600 |
General and administrative | 2,720,078 | 277,951 | 4,691,294 | 1,034,007 |
Depreciation and amortization | 98,755 | 102,244 | 281,016 | 290,396 |
Foreign exchange loss (gain) | (9,634) | 809 | 88,634 | (2,880) |
Total operating expenses | 6,703,653 | 749,407 | 10,402,707 | 2,539,123 |
Net Loss | (6,703,653) | (749,407) | (10,402,707) | (2,539,123) |
Other comprehensive gain (loss) - | ||||
Foreign currency translation adjustment | 155,354 | (18,488) | (2,068) | (42,846) |
Comprehensive Loss | $ (6,548,299) | $ (767,895) | $ (10,404,775) | $ (2,581,969) |
Loss per share- Basic and Diluted | $ (0.20) | $ (0.02) | $ (0.32) | $ (0.08) |
Weighted average common shares outstanding- Basic and Diluted | 32,793,181 | 31,390,807 | 32,183,343 | 31,001,702 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common stock [Member] | Preferred Stock par value $0.0001 | Additional Paid-In Capital | Common Stock Issuable | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning Balance, Shares at Feb. 29, 2016 | 29,910,800 | 1 | |||||
Beginning Balance, Amount at Feb. 29, 2016 | $ 2,992 | $ 3,918,356 | $ 614,001 | $ (3,123,802) | $ 5,931 | $ 1,417,478 | |
Issuance of common shares for cash, Shares | 1,275,340 | ||||||
Issuance of common shares for cash, Amount | $ 128 | 3,825,888 | 3,826,016 | ||||
Reclass. of common shares issuable to shares outstanding, Shares | 204,667 | ||||||
Reclass. of common shares issuable to shares outstanding, Amount | $ 20 | 613,981 | (614,001) | ||||
Fair value of Warrants issued for services | 135,673 | 135,673 | |||||
Cancellation of shares issued for services and as a settlement, Shares | (200,000) | ||||||
Cancellation of shares issued for services and as a settlement, Amount | $ (20) | 20 | |||||
Issuance of common shares upon exercise of warrants for cash, Shares | 200,000 | ||||||
Issuance of common shares upon exercise of warrants for cash, Amount | $ 20 | 159,980 | 160,000 | ||||
Issuance of shares for services, Shares | 23,166 | ||||||
Issuance of shares for services, Amount | $ 2 | 69,496 | 69,498 | ||||
Issuance of shares upon cash-less exercise of warrants, Shares | 38,000 | ||||||
Issuance of shares upon cash-less exercise of warrants, Amount | $ 4 | (4) | |||||
Fair value of common stock Issuable for services - officer | 800,000 | 800,000 | |||||
Foreign currency translation | (157,142) | (157,142) | |||||
Net Loss | (4,114,001) | (4,114,001) | |||||
Ending balance, Shares at Feb. 28, 2017 | 31,451,973 | 1 | |||||
Ending Balance, Amount at Feb. 28, 2017 | $ 3,146 | 8,723,390 | 800,000 | (7,237,803) | (151,211) | 2,137,522 | |
Issuance of common shares for cash, Shares | 1,141,394 | ||||||
Issuance of common shares for cash, Amount | $ 114 | 6,114,610 | 6,114,724 | ||||
Fair value of Warrants issued for services | 5,235,253 | 5,235,253 | |||||
Fair value of restricted stock units issued for services | 88,664 | 88,664 | |||||
Issuance of common shares upon exercise of warrants for cash, Shares | 193,770 | ||||||
Issuance of common shares upon exercise of warrants for cash, Amount | $ 19 | 1,162,997 | 1,163,016 | ||||
Share issuance costs | (49,348) | (49,348) | |||||
Issuance of shares upon cash-less exercise of warrants, Shares | 20,000 | ||||||
Issuance of shares upon cash-less exercise of warrants, Amount | $ 2 | (2) | |||||
Foreign currency translation | 2,068 | 2,068 | |||||
Net Loss | (10,402,707) | (10,402,707) | |||||
Ending balance, Shares at Nov. 30, 2017 | 32,807,137 | 1 | |||||
Ending Balance, Amount at Nov. 30, 2017 | $ 3,281 | $ 21,275,564 | $ 800,000 | $ (17,640,510) | $ (149,143) | $ 4,289,192 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2017 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (6,703,653) | $ (749,407) | $ (10,402,707) | $ (2,539,123) | $ (4,114,001) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 233,332 | 242,712 | |||
Amortization expense | 15,895 | 15,895 | 47,684 | 47,684 | |
Fair value of warrants issued for services | 4,314,880 | 32,348 | 5,235,253 | 106,053 | |
Fair value of restricted stock units issued for services | 88,664 | ||||
Changes in operating assets and liabilities: | |||||
Valued added tax and other receivables | (2,831) | 89,427 | |||
Prepayments | (15,518) | 36,129 | |||
Accounts payable and accrued liabilities | 1,000,680 | (196,813) | |||
Accrued officer compensation | (360,000) | 135,000 | |||
Net Cash Used in Operating Activities | (4,175,443) | (2,078,931) | |||
Cash Flows from Investing Activities | |||||
Purchases of property and equipment | (273,550) | (412,921) | |||
Net Cash Used in Investing Activities | (273,550) | (412,921) | |||
Cash Flows from Financing Activities | |||||
Proceeds from sales of common shares and exercise of warrants, net of share issuance costs (note 7) | 7,228,393 | 3,826,016 | |||
Repayment of advances from majority stockholder | (205,592) | (132,044) | |||
Net Cash Provided by Financing Activities | 7,022,801 | 3,693,972 | |||
Effect of exchange rate changes | (50,527) | (26,307) | |||
Net Change in Cash and Restricted Cash | 2,523,281 | 1,175,813 | |||
Cash and Restricted Cash - beginning of period | 916,487 | 422,586 | 422,586 | ||
Cash and Restricted Cash - end of period | 3,439,768 | 1,598,399 | 3,439,768 | 1,598,399 | |
Comprises of: | |||||
Cash | 3,400,973 | 1,598,399 | 1,598,399 | ||
Restricted cash | $ 38,795 | 38,795 | |||
Cash and Restricted cash | 3,439,768 | 1,598,399 | |||
Supplemental disclosure of cash flow information: | |||||
Income tax paid | |||||
Non Cash Financing and Investing Activities | |||||
Reclass of value added tax and other receivables to advances from majority stockholder | $ 113,223 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 1. The Company and Basis of Presentation | The Company Loop Industries, Inc. (the Company) was incorporated on March 11, 2010 under the laws of the State of Nevada, under the name “Radikal Phones Inc.” We changed our name to “First American Group Inc.” on October 7, 2010, and then we subsequently changed our name to, “Loop Industries, Inc.”, effective July 21, 2015. On June 29, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, and the holders of common stock of Loop Holdings, Inc. (“Loop Holdings”). Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 23,257,500 shares of common stock in consideration for all the issued and outstanding shares in Loop Holdings. The effect of the issuance was that Loop Holdings shareholders held approximately 78.1% of the issued and outstanding shares of common stock of the Company upon consummation of the Share Exchange Agreement. Pursuant to a Stock Redemption Agreement dated June 29, 2015 entered into commensurate with the share exchange, the Company redeemed 25,000,000 shares of First American Group common stock from two stockholders’ for an aggregate redemption price of $16,000. As the former owners and management of the Company had voting and operating control of the Company after the share exchange, the transaction has been accounted for as a recapitalization with Loop Holdings deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. No step-up in basis or intangible assets or goodwill was recorded and the aggregate cost of $60,571 representing the net liabilities assumed of $35,243, $16,000 cost of the redeemed shares and closing costs of $9,328 has been reflected as a cost of the transaction. The consolidated financial statements reflect the historical results of the Company prior to the Share Exchange, and that of the combined company following the Share Exchange. The Company engages in the designing, prototyping and building a closed loop plastics recycling business that leverages a proprietary de-polymerization technology. All references to shares of common stock in this Report on Form 10-Q give retroactive effect to a one-for-four (1:4) reverse split of the Company’s issued and outstanding shares of common stock, which reverse split took effect on the OTCQB on September 21, 2015. On May 24, 2016, 9449507 Canada Inc. was incorporated to carry on the Company’s depolymerization business. On November 11, 2016, the shares of 9449507 Canada Inc., which were wholly owned by Mr. Solomita, were transferred to Loop Industries, Inc. On December 23, 2016, 9449507 Canada Inc. changed its legal name to Loop Canada Inc. On December 31, 2016, all employees, assets, liabilities, and operations pertaining to the Company’s depolymerization business, were transferred to Loop Canada Inc. from 8198381 Canada Inc., a company wholly owned by Mr. Solomita. On March 9, 2017, Loop Holdings, a wholly-owned subsidiary of the Company, merged with and into the Company, with the Company being the surviving entity as a result of the merger. On September 1, 2017, 9449710 Canada Inc. was incorporated, to assist in the depolymerisation business, and is a wholly-owned subsidiary of Loop Canada Inc. On November 20, 2017, Loop Industries Inc. commenced trading on the NASDAQ Global Market under its new trading symbol, “LOOP”. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Loop Industries, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The balance sheet information as of February 28, 2017 is derived from the Company’s audited consolidated financial statements and related notes for the fiscal year ended February 28, 2017, which is included in Item 8 of the Company’s 2017 Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (SEC) on January 12, 2018. These unaudited interim condensed consolidated financial statements should be read in conjunction with those consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended November 30, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018. Intercompany balances and transactions have been eliminated in consolidation. Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has no recurring source of revenue and during the nine months ended November 30, 2017, the Company incurred a net loss of $10,402,707 and used cash in operations of $4,175,443. As of November 30, 2017, the Company had cash on hand of $3,400,973 and stockholders’ equity of $4,289,192. Subsequent to November 30, 2017 and as more fully explained in note 8 – Subsequent Events, the Board approved the issuance of up to 1,100,000 shares of the common stock of the Company at $12.00 per share. At January 11, 2018, the Company had sold 612,667shares for aggregate gross proceeds of $7.4 million. As a result, management estimates that the current funds on hand will be sufficient to continue operations for the next twelve months. Management may consider seeking additional funds, primarily through the issuance of debt and equity securities for cash to advance the development of our projects to the point at which they will become commercially viable. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company could obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 2. Summary of Significant Accounting Policies | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for depreciable lives of property and equipment, analysis of impairments of recorded intellectual property, accruals for potential liabilities and assumptions made in calculating the fair value of certain stock instruments. Foreign Currency Translations and Transactions The accompanying consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenses are translated at the average exchange rate of the period. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities. The following table summarizes the exchange rates used: Nine Months Ended November 30, 2017 2016 Period end Canadian $: US Dollar exchange rate $ 0.78 $ 0.74 Average period Canadian $: US Dollar exchange rate $ 0.77 $ 0.77 Restricted cash In December 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash which requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance must be applied retrospectively to all periods presented. Management adopted this ASU beginning March 1, 2017. All prior periods have been adjusted to conform to the current period presentation, which resulted in no changes to the statement of cash flows for the nine months ended November 30, 2016. As at November 30, 2017, the Company’s restricted cash consists of term deposits, held as collateral for the revolving credit facility (Note 5). Value added tax, tax credits and other receivables The Company is registered for the Canadian Federal and Provincial Goods and Services Taxes. As a registrant, the company is obligated to collect, and is entitled to claim sale taxes paid on its expenses and capital expenditures incurred in Canada. As at the Balance Sheet date of November 30 and February 28, 2017, the computed net recoverable sale taxes amounted to $128,905 and $198,830, respectively. Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded amounted to $3,894,454 and $368,403 for the three months ended November 30, 2017 and 2016, respectively, and to $5,341,763 and $1,217,600 for the nine months ended November 30, 2017 and 2016, respectively. Research and development costs are net of $4,472 of grants received and research and development tax credit of $127,713 claimed during the period ended November 30, 2017. Net Loss per Share The Company computes net loss per share in accordance with FASB ASC 260 Earnings per share. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive. For the three and nine months ended November 30, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of 1,000,000 common shares issuable, 2,684,582 outstanding warrants and 34,102 outstanding restricted stock units as of November 30, 2017 and 2,035,004 outstanding warrants as of November 30, 2016. Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation (Topic 718) The Company accounts for stock compensation in accordance with ASC Subtopic 718-10. Stock compensation expense for a given warrant is recognized over the requisite service period. The Company accounts for forfeitures on share-based payments by recognizing forfeiture awards as they occur The Company determines the fair value of restricted stock units awarded to employees and directors based on the closing market price of the Company's common stock on the date of grant. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. On August 12, 2015, FASB delayed the required implementation to fiscal years beginning after December 15, 2017 but now permitted organizations such the Company to adopt earlier. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. As the Company does not currently have any revenues from contracts with customers, the adoption of ASU 2014-09 on March 1, 2018 will not to have an impact, on transition. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases |
Property and Equipment
Property and Equipment | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 3. Property and Equipment | Estimated Useful November 30, February 28, Life 2017 2017 (years) Machinery and Equipment 5 - 7 $ 1,845,256 $ 1,590,187 Office equipment and furniture 5 - 8 166,877 131,607 Leasehold improvements 3 382,347 342,419 2,394,480 2,064,213 Less: accumulated depreciation (734,699 ) (497,244 ) Property and equipment, net $ 1,659,781 $ 1,566,969 Depreciation expense amounted to $82,859 and $86,349 for the three months ended November 30, 2017 and 2016, respectively and to $233,332 and $242,712 for the nine months ended November 30, 2017 and 2016, respectively. |
Intellectual Property
Intellectual Property | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 4. Intellectual Property | On October 27, 2014, the Company entered into an intellectual property agreement with Mr. Hatem Essaddam wherein the Company purchased for cash of $445,050, a certain technique and method for the depolymerization of polyethylene terephthalate at ambient temperature and atmospheric pressure. The Company is using such intellectual property as part of their research and development activities. The technology is being amortized using the straight-line method over the 7 years estimated useful life of the patents. In addition to the $445,050 paid by the Company under the Intellectual Property Assignment Agreement, the Company is required to make additional payments totaling CDN$800,000 to Mr. Essaddam within sixty (60) days of each of the following milestones (the “Milestones”) having been met, as follows: (i) CDN$200,000 when an average of twenty (20) metric tons per day of terephthalic acid is produced by the Company for twenty (20) operating days; (ii) CDN$200,000 when an average of thirty (30) metric tons per day of terephthalic acid is produced by the Company for thirty (30) operating days; (iii) CDN$200,000 when an average of sixty (60) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days; and (iv) CDN$200,000 when an average of one hundred (100) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days. As of November 30, 2017, the Company is still in its test pilot program, none of the Milestones have been met, and accordingly no additional payments have been made. Additionally, the Company is obligated to make royalty payments to Mr. Essaddam of up to CDN$25,700,000, payable as follows: (a) 10% of gross profits on the sale of all products derived by the Company from the technology assigned to the Company under the agreement; (b) 10% of any license fee paid to the Company in respect of any licensing or other right to use the technology assigned to the Company and granted to a third party by the Assignee; (c) 5% of any royalty or other similar payment made to the Company by a third party to whom a license or other right to use the technology assigned to the Company has been granted by the Company; and (d) 5% of any royalty or other similar payment made to the Company by a third party in respect of a sub-license or other right to use the technology assigned to the Company granted by the third party. As of November 30, 2017, the Company has not made any royalty payments under the Intellectual Property Assignment Agreement. Amortization expense amounted to $15,895 and $15,895 for the three months ended November 30, 2017 and 2016, respectively and to $47,684 and $47,684 for the nine months ended November 30, 2017 and 2016, respectively. |
Credit facility
Credit facility | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 5. Credit facility | On September 12, 2017, the Company entered into a credit facility consisting of a CDN$50,000 credit card facility, secured by a CDN$50,000 Guaranteed Investment Certificate bearing interest at 0.45%, annually, maturing on October 1, 2018. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 6. Related Party Transactions | Advances from Major Shareholder Mr. Daniel Solomita, the CompanyÂ’s major stockholder and CEO, or companies controlled by him, previously made advances to the Company. The advances were unsecured, non-interest bearing with no formal terms of repayment. During the period ended November 30, 2017, the Company repaid to Mr. Solomita or companies controlled by him, as applicable, an aggregate amount of $249,762 and netted against the advances an aggregate amount of $113,223 representing value added taxes and other receivables owed to Mr. Solomita. The amounts due to these entities as of February 28, 2017 were $391,695. Employment Agreement and Accrued Compensation due to Major Shareholder The Company entered into an employment agreement with Daniel Solomita, the CompanyÂ’s President and Chief Executive Officer for an indefinite term. During the term, the officer shall receive monthly salary of $15,000. Compensation expense under this agreement for the nine month period ended November 30, 2017 and 2016 amounted to $135,000. As at February 28, 2017, accrued compensation $360,000 was due to Mr. Solomita. As at November 30, 2017, the total accrued compensation due to Mr. Solomita was paid. In addition, as previously disclosed, the Company agreed to grant the Mr. Solomita 4 million shares of the CompanyÂ’s common stock, if certain milestones were met. Effective April 10, 2017, the Company achieved the first milestone by becoming qualified to trade on the OTCQX and began trading that same date. Therefore, management determined it was probable that the first performance condition would be achieved at February 28, 2017 and the officerÂ’s entitlement to 1,000,000 shares with a fair value of $800,000, in aggregate, had vested. The performance conditions for the remaining 3,000,000 shares of common stock are not considered probable therefore the stock based compensation expense associated with the grant has not been recognized. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 7. Stockholders' Equity | Common Stock On May 4, 2017, the Board of Directors approved the issuance and sale of 1,123,266 common shares of the Company’s common stock, par value $0.0001 per share at an offering price of $5.25 per share, for gross proceeds of $5,897,188. On September 7, 2017, the Board of Directors approved the issuance and sale of 18,128 common shares of the Company’s common stock, par value $0.0001 per share at an offering price of $12.00 per share, for gross proceeds of $217,536. In addition, the Company reclassified the stock subscriptions in the amount of $54,780, in aggregate, to common stock and paid-in capital. The shares issued to investors were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the private offering safe harbor provision of Rule 506 Regulation D. Equity Incentive Plan On July 6, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company. A total of 3,000,000 shares of common stock were reserved for issuance under the Plan with an automatic share reserve increase, as defined in the Plan, effective commencing March 1, 2018. The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards granted, the share price pursuant to the awards and the vesting conditions and period. The awards, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the option will not exceed 5 years. Stock Options On October 19, 2017, the Company’s former Chief Financial Officer, terminated her employment and pursuant to the separation agreement of October 25, 2017, forfeited all vested and unvested warrants, being 100,000 vested and 450,000 unvested warrants. All requisite services were rendered for stock compensation costs recognized, amounting to $505,986, until the date of termination. The warrants were originally granted on April 3, 2017 with an exercise price of $5.25 and had an aggregate fair value of $2,524,995, as determined by a Black-Scholes option pricing model. On November 8, 2017, the Company issued to its new Chief Financial Officer, Mr. Frank Zitella, under the Plan, a warrant to purchase up to 200,000 shares of common stock at an exercise price $13.89 per share, which vests in 1/3 increments over a period of three years, commencing on November 8, 2018, and having a contractual life of 10 years. This warrant has a grant date fair value of $1,928,840 as determined by a Black Scholes option pricing model and will be amortized over the vesting period. In addition, the Company issued to its Chief Financial Officer a warrant to purchase up to 80,000 additional shares of common stock at an exercise price of $13.89 that will vest when certain milestones are achieved. This warrant has a grand date fair value of $771,536 as determined by a Black Scholes option pricing model and amortization will commence when it is probable that the milestones will be achieved. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 2.10% Expected dividend yield 0% Expected volatility 80% Expected life 6 years During the three months ended August 31, 2017, the Company issued three warrants to two employees, not covered under the Plan, to purchase up to 530,000 shares of common stock, in aggregate, at an exercise price of $5.25 per share. The warrants to purchase up to an aggregate of 100,000 and 380,000 shares of common stock, respectively, each vest quarterly in equal amounts over 24 and 48 months, respectively, beginning on July 24, 2017 and June 13, 2017, respectively, and each have a contractual life of 10 years. These warrants collectively have a grant date fair value of $4,786,142 as determined by a Black Scholes option pricing model and will be amortized over the vesting period. In addition, a warrant to purchase up to 50,000 additional shares of our common stock will vest when certain milestones are achieved. This warrant had a grant date fair value of $479,885 as determined by a Black Scholes option pricing model and amortization will commence when it is probable that the milestones will be achieved. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 1.46 to 1.74% Expected dividend yield 0% Expected volatility 82 to 94% Expected life 3 to 5 years During the three months ended November 30, 2017, the Company issued three warrants to three employees, under the Plan, to purchase up to 950,000 shares of common stock, in aggregate, at exercise prices ranging from $12.00 to $13.49 per share. The warrants to purchase up to an aggregate of 950,000 shares of common stock vest 200,000 and 100,000 warrants immediately, respectively, and, the balance, monthly in equal amounts over 60 and 24 months, respectively, beginning September 14, 2017 and October 16, 2017, respectively, and each have a contractual life of 10 years. These warrants collectively have a grant date fair value of $10,412,575, in aggregate, as determined by a Black Scholes option pricing model and will be amortized over the vesting period. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 1.50 to 2.15% Expected dividend yield 0% Expected volatility 80 to 94% Expected life 3 to 6 years During the period ended August 31, 2017, the Company amended the terms of warrants to purchase up to 702,081 shares of our common stock which were originally issued on December 1, 2015 to three employees. The amendment extended the expiry date of the warrants to November 30, 2025 from November 30, 2017. As a result of the modification, we recognized additional compensation expense of $63,677. Amortization of these costs amounted to $4,314,880 and $32,348 for the three months period ended November 30, 2017 and 2016, respectively, and to $5,235,253 and $106,053 for the nine months period ended November 30, 2017 and 2016, respectively, and are included in operating expenses. As of November 30, 2017 and 2016, the unamortized balance of these costs was $15,844,331 and $424,142. The aggregate intrinsic value of the warrants outstanding as of November 30, 2017 was $20,251,990 calculated as the difference between the closing market price of $14.70 and the exercise price of the Company’s warrants as of November 30, 2017. The table below summarizes the Company’s warrant activities: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, February 28, 2017 1,647,670 $0.80 to $6.00 $ 2.91 Granted 2,310,000 $5.25 to $13.89 $ 9.23 Forfeited (515,418 ) $0.80 to $5.25 $ 4.95 Exercised (213,770 ) $0.80 to $6.00 $ 5.52 Expired (543,900 ) $5.25 to $6.00 $ 5.86 Balance, November 30, 2017 2,684,582 $0.80 to $13.89 $ 7.16 Earned and exercisable, November 30, 2017 966,250 $0.80 to $13.49 $ 4.90 Unvested, November 30, 2017 1,718,332 $0.80 to $13.89 $ 8.42 As at November 30, 2017, 20,000 shares of the Company’s common stock were issued as a result of a cashless exercise of 22,919 warrants with an exercise price of $0.80 and a fair value of $0.55. In addition, the Company issued 193,770 shares of its common stock upon the exercise of warrants at an offering price of $6.00 per share, resulting in proceeds of $1,163,016. The following table summarizes information concerning outstanding and exercisable warrants as of November 30, 2017: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.80 912,082 6.21 $ 0.80 594,582 6.32 $ 0.80 $ 3.00 12,500 0.50 $ 3.00 12,500 0.50 $ 3.00 $ 5.25 530,000 9.74 $ 5.25 36,250 9.74 $ 5.25 $ 12.00 700,000 9.79 $ 12.00 216,668 9.79 $ 12.00 $ 13.49 250,000 9.88 $ 13.49 106,250 9.88 $ 13.49 $ 13.89 280,000 9.94 $ 13.89 - - $ - Total 2,684,582 966,250 Restricted Stock Units During the period ended November 30, 2017, the Company issued, under the Plan, four restricted stock unit awards to directors of the Company to purchase up to 34,102 shares of common stock, in aggregate. The restricted stock units vest upon completion of services, on May 31, 2018. These restricted stock units have a grant date fair value of $443,326, based on the closing market price of the Company's common stock on the date of grant, reduced by the present value of the estimated future dividends during the vesting period in which the restricted stock rights holder will not participate. The weighted average grant date fair value of the restricted stock units is $13.00 and no dividends are expected during the vesting period. Amortization of these costs amounted to $88,665 for the three months period ended November 30, 2017, and are included in operating expenses. As of November 30, 2017, the unamortized balance of these costs was $354,661. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Note 8. Subsequent Events | Common Stock On January 9, 2018, the Board of Directors approved plans to issue and sell in a private placement up to 1,100,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) at an offering price of $12.00 per share and to issue warrants to investors to purchase up to a number of shares of Common Stock equal to 25% of the Shares purchased (the “Private Placement”). At January 11, 2018, the Company had sold 612,667 Shares and 104,167 warrants for gross proceeds of $7.4 million. In connection with the Private Placement, the Company agreed to file a registration statement to register the Shares (the “Resale Registration Statement”). The warrants will only vest if the Company does not file the Resale Registration Statement covering the shares sold in the Private Placement within 60 days of the closing of the Private Placement. The Company also granted holders of the Shares piggyback registration rights for certain registration statements. Additionally, for a period of 90 days following the closing of the Private Placement, in the event the Company issues shares of common stock or any securities of the Company that would entitle the holder thereof to acquire common stock for a consideration per share less than $12.00 per share (subject to certain customary exceptions, including but not limited to issuances pursuant to existing equity incentive plans and strategic partnerships or relationships), certain investors would be entitled to additional shares of common stock equal to the quotient of the aggregate price paid by the investor for the total number of shares purchased divided by the price per share that was issued for consideration per share less than $12.00 per share less the number of shares purchased by such investor in the Private Placement. The Shares and warrants were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the private offering safe harbor provision of Rule 506 Regulation D, Section 4(a)(2) of the Act or Regulation S. Promise to Purchase a Land and Building On December 11, 2017, the Company entered into a promise to purchase land and building for consideration of $2,153,123, in aggregate. An amount of $77,590, was deposited in escrow on the date of the agreement. Subject to satisfactory due diligence, in its sole discretion, the Company has until February 9, 2018 to proceed to the execution of the deed of sale. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2017 | |
Significant Accounting Policies Policies | |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for depreciable lives of property and equipment, analysis of impairments of recorded intellectual property, accruals for potential liabilities and assumptions made in calculating the fair value of certain stock instruments. |
Foreign Currency Translations and Transactions | The accompanying consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenses are translated at the average exchange rate of the period. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities. The following table summarizes the exchange rates used: Nine Months Ended November 30, 2017 2016 Period end Canadian $: US Dollar exchange rate $ 0.78 $ 0.74 Average period Canadian $: US Dollar exchange rate $ 0.77 $ 0.77 |
Restricted cash | In December 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash which requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance must be applied retrospectively to all periods presented. Management adopted this ASU beginning March 1, 2017. All prior periods have been adjusted to conform to the current period presentation, which resulted in no changes to the statement of cash flows for the nine months ended November 30, 2016. As at November 30, 2017, the CompanyÂ’s restricted cash consists of term deposits, held as collateral for the revolving credit facility (Note 5). |
Value added tax, tax credits and other receivables | The Company is registered for the Canadian Federal and Provincial Goods and Services Taxes. As a registrant, the company is obligated to collect, and is entitled to claim sale taxes paid on its expenses and capital expenditures incurred in Canada. As at the Balance Sheet date of November 30 and February 28, 2017, the computed net recoverable sale taxes amounted to $128,905 and $198,830, respectively. |
Research and Development Costs | Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded amounted to $3,894,454 and $368,403 for the three months ended November 30, 2017 and 2016, respectively, and to $5,341,763 and $1,217,600 for the nine months ended November 30, 2017 and 2016, respectively. Research and development costs are net of $4,472 of grants received and research and development tax credit of $127,713 claimed during the period ended November 30, 2017. |
Net Loss per Share | The Company computes net loss per share in accordance with FASB ASC 260 Earnings per share. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive. For the three and nine months ended November 30, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of 1,000,000 common shares issuable, 2,684,582 outstanding warrants and 34,102 outstanding restricted stock units as of November 30, 2017 and 2,035,004 outstanding warrants as of November 30, 2016. |
Stock Compensation | In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation (Topic 718) The Company accounts for stock compensation in accordance with ASC Subtopic 718-10. Stock compensation expense for a given warrant is recognized over the requisite service period. The Company accounts for forfeitures on share-based payments by recognizing forfeiture awards as they occur The Company determines the fair value of restricted stock units awarded to employees and directors based on the closing market price of the Company's common stock on the date of grant. |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. On August 12, 2015, FASB delayed the required implementation to fiscal years beginning after December 15, 2017 but now permitted organizations such the Company to adopt earlier. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. As the Company does not currently have any revenues from contracts with customers, the adoption of ASU 2014-09 on March 1, 2018 will not to have an impact, on transition. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Nov. 30, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Foreign Currency Translations and Transactions | Nine Months Ended November 30, 2017 2016 Period end Canadian $: US Dollar exchange rate $ 0.78 $ 0.74 Average period Canadian $: US Dollar exchange rate $ 0.77 $ 0.77 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Nov. 30, 2017 | |
Property And Equipment Tables | |
Property and Equipment | Estimated Useful November 30, February 28, Life 2017 2017 (years) Machinery and Equipment 5 - 7 $ 1,845,256 $ 1,590,187 Office equipment and furniture 5 - 8 166,877 131,607 Leasehold improvements 3 382,347 342,419 2,394,480 2,064,213 Less: accumulated depreciation (734,699 ) (497,244 ) Property and equipment, net $ 1,659,781 $ 1,566,969 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Nov. 30, 2017 | |
Stockholders Equity Tables | |
Estimated fair value of warrants on grant date | Risk-free interest rate 2.10% Expected dividend yield 0% Expected volatility 80% Expected life 6 years Risk-free interest rate 1.46 to 1.74% Expected dividend yield 0% Expected volatility 82 to 94% Expected life 3 to 5 years Risk-free interest rate 1.50 to 2.15% Expected dividend yield 0% Expected volatility 80 to 94% Expected life 3 to 6 years |
Warrants activities | Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, February 28, 2017 1,647,670 $0.80 to $6.00 $ 2.91 Granted 2,310,000 $5.25 to $13.89 $ 9.23 Forfeited (515,418 ) $0.80 to $5.25 $ 4.95 Exercised (213,770 ) $0.80 to $6.00 $ 5.52 Expired (543,900 ) $5.25 to $6.00 $ 5.86 Balance, November 30, 2017 2,684,582 $0.80 to $13.89 $ 7.16 Earned and exercisable, November 30, 2017 966,250 $0.80 to $13.49 $ 4.90 Unvested, November 30, 2017 1,718,332 $0.80 to $13.89 $ 8.42 |
Outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.80 912,082 6.21 $ 0.80 594,582 6.32 $ 0.80 $ 3.00 12,500 0.50 $ 3.00 12,500 0.50 $ 3.00 $ 5.25 530,000 9.74 $ 5.25 36,250 9.74 $ 5.25 $ 12.00 700,000 9.79 $ 12.00 216,668 9.79 $ 12.00 $ 13.49 250,000 9.88 $ 13.49 106,250 9.88 $ 13.49 $ 13.89 280,000 9.94 $ 13.89 - - $ - Total 2,684,582 966,250 |
The Company and Basis of Pres19
The Company and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 21, 2015 | Jun. 29, 2015 | Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2017 | Jan. 11, 2018 | Feb. 29, 2016 | |
Entity incorporation date | Mar. 11, 2010 | ||||||||
Entity incorporation state name | Nevada | ||||||||
Description of Share Exchange Agreement | Company offered, sold and issued 23,257,500 shares of common stock in consideration for all the issued and outstanding shares in Loop Holdings | ||||||||
Precentage of share exchange agreement | 78.10% | ||||||||
Number of redeemed shares of First American Group | 25,000,000 | ||||||||
Cost of redeemed shares | $ 16,000 | ||||||||
Cost of reverse merger | 60,571 | ||||||||
Net liabilities assumed | 35,243 | ||||||||
Closing cost of transaction | $ 9,328 | ||||||||
Reverse stock split | 1:4 | ||||||||
Net Loss | $ (6,703,653) | $ (749,407) | $ (10,402,707) | $ (2,539,123) | $ (4,114,001) | ||||
Net Cash Used in Operating Activities | 4,175,443 | $ 2,078,931 | |||||||
Cash | 3,400,973 | 3,400,973 | 916,487 | ||||||
Total stockholders' equity | $ 4,289,192 | $ 4,289,192 | $ 2,137,522 | $ 1,417,478 | |||||
Subsequent Event [Member] | |||||||||
Common stock shares reserved for future issuance | 1,100,000 | 1,100,000 | |||||||
Share price | $ 12 | $ 12 | |||||||
Proceeds receivable from common stock shares reserved for future issuance | $ 7,400,000 | ||||||||
Common stock shares sold | $ 612,667 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Summary Of Significant Accounting Policies Details | ||
Period end Canadian $: US Dollar exchange rate | 0.78 | 0.74 |
Average period Canadian $: US Dollar exchange rate | 0.77 | 0.77 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2017 | |
Summary Of Significant Accounting Policies Details Narrative | |||||
Sales tax receivables | $ 128,905 | $ 128,905 | $ 198,830 | ||
Research and development expenses | $ 3,894,454 | $ 368,403 | 5,341,763 | $ 1,217,600 | |
Grant revenue | 4,472 | ||||
Research and development tax credit | $ 127,713 | ||||
Warrants outstanding | 2,684,582 | 2,035,004 | 2,684,582 | 2,035,004 | |
Common shares issuable | 1,000,000 | 1,000,000 | |||
Restricted stock units, outstanding | 34,102 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Nov. 30, 2017 | Feb. 28, 2017 | |
Property and Equipment, Gross | $ 2,394,480 | $ 2,064,213 |
Less: accumulated depreciation | (734,699) | (497,244) |
Property and Equipment, Net | 1,659,781 | 1,566,969 |
Machinery and equipment [Member] | ||
Property and Equipment, Gross | $ 1,845,256 | 1,590,187 |
Machinery and equipment [Member] | Minimum [Member] | ||
Estimated Useful Life (Years) | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Estimated Useful Life (Years) | 7 years | |
Office equipment and furniture [Member] | ||
Property and Equipment, Gross | $ 166,877 | 131,607 |
Office equipment and furniture [Member] | Minimum [Member] | ||
Estimated Useful Life (Years) | 5 years | |
Office equipment and furniture [Member] | Maximum [Member] | ||
Estimated Useful Life (Years) | 8 years | |
Leasehold improvements [Member] | ||
Estimated Useful Life (Years) | 3 years | |
Property and Equipment, Gross | $ 382,347 | $ 342,419 |
Property and Equipment (Detai23
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Property And Equipment Details Narrative | ||||
Depreciation expense | $ 82,859 | $ 86,349 | $ 233,332 | $ 242,712 |
Intellectual Property (Details
Intellectual Property (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 27, 2014USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2016USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2017CAD | Nov. 30, 2016USD ($) | |
Amortization expense | $ | $ 15,895 | $ 15,895 | $ 47,684 | $ 47,684 | ||
Royalty payments payable | CAD | CAD 25,700,000 | |||||
Intellectual property agreement [Member] | Mr. Hatem Essaddam [Member] | ||||||
Purchase price of certain technique and method under agreement | $ | $ 445,050 | |||||
Description of milestone payments | (i) CDN$200,000 when an average of twenty (20) metric tons per day of terephthalic acid is produced by the Company for twenty (20) operating days; (ii) CDN$200,000 when an average of thirty (30) metric tons per day of terephthalic acid is produced by the Company for thirty (30) operating days; (iii) CDN$200,000 when an average of sixty (60) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days; and (iv) CDN$200,000 when an average of one hundred (100) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days. | |||||
Description of royalty payments | (a) 10% of gross profits on the sale of all products derived by the Company from the technology assigned to the Company under the agreement; (b) 10% of any license fee paid to the Company in respect of any licensing or other right to use the technology assigned to the Company and granted to a third party by the Assignee; (c) 5% of any royalty or other similar payment made to the Company by a third party to whom a license or other right to use the technology assigned to the Company has been granted by the Company; and (d) 5% of any royalty or other similar payment made to the Company by a third party in respect of a sub-license or other right to use the technology assigned to the Company granted by the third party. | (a) 10% of gross profits on the sale of all products derived by the Company from the technology assigned to the Company under the agreement; (b) 10% of any license fee paid to the Company in respect of any licensing or other right to use the technology assigned to the Company and granted to a third party by the Assignee; (c) 5% of any royalty or other similar payment made to the Company by a third party to whom a license or other right to use the technology assigned to the Company has been granted by the Company; and (d) 5% of any royalty or other similar payment made to the Company by a third party in respect of a sub-license or other right to use the technology assigned to the Company granted by the third party. | ||||
Additional payments under agreement | CAD | CAD 800,000 | |||||
Intellectual property agreement [Member] | Mr. Hatem Essaddam [Member] | Patents [Member] | ||||||
Estimated Useful Life (Years) | 7 years |
Credit facility (Details Narrat
Credit facility (Details Narrative) - Credit Card Facility [Member] | Sep. 12, 2017USD ($) |
Credit facility, maximum borrowing capacity | $ 50,000 |
Maturing date | Oct. 1, 2018 |
Guaranteed investment certificate [Member] | |
Credit Facility, collateral amount | $ 50,000 |
Interest rate | 0.45% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2017 | |
Advances from majority stockholder | $ 72,880 | $ 391,695 | |
Accrued Officers Compensation | 360,000 | ||
Fair value of common stock Issuable for services - officer | 800,000 | ||
Daniel Solomita [Member] | |||
Advances from majority stockholder | 391,695 | ||
Repayment of advances from majority stockholder | 249,762 | ||
Reclassification of value added tax and other receivables to advances from majority stockholder | 113,223 | ||
Employment agreement [Member] | Daniel Solomita [Member] | |||
Officers compensation | 135,000 | $ 135,000 | |
Accrued Officers Compensation | $ 360,000 | ||
Monthly salary | $ 15,000 | ||
Share based compensation other than options vested in period | 1,000,000 | ||
Fair value of common stock Issuable for services - officer | $ 800,000 | ||
Common stock shares reserved under agreement | 4,000,000 | ||
Milestones for remaining common stock, shares | 3,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrants [Member] | 9 Months Ended |
Nov. 30, 2017 | |
Risk-free interest rate | 2.10% |
Expected dividend yield | 0.00% |
Expected volatility | 80.00% |
Expected life years | 6 years |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrants One [Member] | 9 Months Ended |
Nov. 30, 2017 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 1.46% |
Expected volatility | 82.00% |
Expected life years | 3 years |
Maximum [Member] | |
Risk-free interest rate | 1.74% |
Expected volatility | 94.00% |
Expected life years | 5 years |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Warrants Two [Member] | 9 Months Ended |
Nov. 30, 2017 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 1.50% |
Expected volatility | 80.00% |
Expected life years | 3 years |
Maximum [Member] | |
Risk-free interest rate | 2.15% |
Expected volatility | 94.00% |
Expected life years | 6 years |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | 9 Months Ended |
Nov. 30, 2017$ / sharesshares | |
Number of Warrant Shares | |
Balance, beginning | shares | 1,647,670 |
Granted | shares | 2,310,000 |
Forfeited | shares | (515,418) |
Exercised | shares | (213,770) |
Expired | shares | (543,900) |
Balance, ending | shares | 2,684,582 |
Earned and exercisable, November 30, 2017 | shares | 966,250 |
Unvested, November 30, 2017 | shares | 1,718,332 |
Weighted Average Exercise Price | |
Balance, beginning | $ 2.91 |
Granted | 9.23 |
Forfeited | 4.95 |
Exercised | 5.52 |
Expired | 5.86 |
Balance, ending | 7.16 |
Earned and exercisable, November 30, 2017 | 4.90 |
Unvested, November 30, 2017 | 8.42 |
Minimum [Member] | |
Exercise Price Range Per Share | |
Balance, beginning | 0.80 |
Granted | 5.25 |
Forfeited | 0.80 |
Exercised | 0.80 |
Expired | 5.25 |
Balance, ending | 0.80 |
Earned and exercisable, November 30, 2017 | 0.80 |
Unvested, November 30, 2017 | 0.80 |
Maximum [Member] | |
Exercise Price Range Per Share | |
Balance, beginning | 6 |
Granted | 13.89 |
Forfeited | 5.25 |
Exercised | 6 |
Expired | 6 |
Balance, ending | 13.89 |
Earned and exercisable, November 30, 2017 | 13.49 |
Unvested, November 30, 2017 | $ 13.89 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - $ / shares | 9 Months Ended | |
Nov. 30, 2017 | Feb. 28, 2017 | |
Warrants outstanding | 2,684,582 | 1,647,670 |
Warrants outstanding, Weighted Average Exercise Price | $ 7.16 | $ 2.91 |
Warrants exercisable | 966,250 | |
Exercise Prices 0.80 [Member] | ||
Warrants outstanding | 912,082 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 6 years 2 months 16 days | |
Warrants outstanding, Weighted Average Exercise Price | $ 0.80 | |
Warrants exercisable | 594,582 | |
Warrants exercisable, Average Remaining Contractual Life (in years) | 6 years 3 months 26 days | |
Warrants exercisable, Weighted Average Exercise Price | $ 0.80 | |
Exercise Prices 3.00 [Member] | ||
Warrants outstanding | 12,500 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 6 months | |
Warrants outstanding, Weighted Average Exercise Price | $ 3 | |
Warrants exercisable | 12,500 | |
Warrants exercisable, Average Remaining Contractual Life (in years) | 6 months | |
Warrants exercisable, Weighted Average Exercise Price | $ 3 | |
Exercise Prices 5.25 [Member] | ||
Warrants outstanding | 530,000 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 9 years 8 months 26 days | |
Warrants outstanding, Weighted Average Exercise Price | $ 5.25 | |
Warrants exercisable | 36,250 | |
Warrants exercisable, Average Remaining Contractual Life (in years) | 9 years 8 months 26 days | |
Warrants exercisable, Weighted Average Exercise Price | $ 5.25 | |
Exercise Prices 12.00 [Member] | ||
Warrants outstanding | 700,000 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 9 years 9 months 14 days | |
Warrants outstanding, Weighted Average Exercise Price | $ 12 | |
Warrants exercisable | 216,668 | |
Warrants exercisable, Average Remaining Contractual Life (in years) | 9 years 9 months 14 days | |
Warrants exercisable, Weighted Average Exercise Price | $ 12 | |
Exercise Prices 13.49 [Member] | ||
Warrants outstanding | 250,000 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 9 years 10 months 17 days | |
Warrants outstanding, Weighted Average Exercise Price | $ 13.49 | |
Warrants exercisable | 106,250 | |
Warrants exercisable, Average Remaining Contractual Life (in years) | 9 years 10 months 17 days | |
Warrants exercisable, Weighted Average Exercise Price | $ 13.49 | |
Exercise Prices 13.89 [Member] | ||
Warrants outstanding | 280,000 | |
Warrants outstanding, Average Remaining Contractual Life (in years) | 9 years 11 months 8 days | |
Warrants outstanding, Weighted Average Exercise Price | $ 13.89 | |
Warrants exercisable | ||
Warrants exercisable, Weighted Average Exercise Price |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 08, 2017 | Sep. 07, 2017 | May 04, 2017 | Oct. 19, 2017 | Nov. 30, 2017 | Aug. 31, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Issuance of warrants to purchase common stock | 2,684,582 | 2,035,004 | 2,684,582 | 2,035,004 | |||||||
Exercise Price of Warrants | $ 14.70 | $ 14.70 | |||||||||
Fair value of warrants issued for services | $ 4,314,880 | $ 32,348 | $ 5,235,253 | $ 106,053 | |||||||
Amortization of costs | 15,895 | $ 15,895 | 47,684 | 47,684 | |||||||
Unamortized balance of costs | 15,844,331 | $ 424,142 | |||||||||
Aggregate intrinsic of warrants outstanding | $ 20,251,990 | $ 20,251,990 | |||||||||
Warrants [Member] | |||||||||||
Issuance of common shares for cash | 193,770 | ||||||||||
Issuance of common shares for cash, offering price | $ 6 | ||||||||||
Exercise Price of Warrants | $ 0.80 | $ 0.80 | |||||||||
Shares issued for cash-less exercise warrant | 20,000 | ||||||||||
Issuance of shares upon cash-less exercise of warrants, Shares | 22,919 | ||||||||||
Exercise Price of fair value | $ 0.55 | $ 0.55 | |||||||||
Issuance of shares upon exercise of warrants for cash | $ 1,163,016 | ||||||||||
Equity incentive plan [member] | |||||||||||
Issuance of common shares for cash | 3,000,000 | ||||||||||
Vesting period | 10 years | ||||||||||
Description of grant | where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the option will not exceed 5 years. | ||||||||||
Common stock [Member] | |||||||||||
Proceeds from sales of common shares | $ 217,536 | $ 5,897,188 | |||||||||
Issuance of common shares for cash | 18,128 | 1,123,266 | 1,141,394 | 1,275,340 | |||||||
Issuance of common shares for cash, offering price | $ 12 | $ 5.25 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Reclassified subscriptions of stock value | $ 54,780 | ||||||||||
Issuance of shares upon cash-less exercise of warrants, Shares | 20,000 | 38,000 | |||||||||
Maximum [Member] | Common stock [Member] | |||||||||||
Issuance of warrants to purchase common stock | 100,000 | 100,000 | |||||||||
Vesting period | 24 months | ||||||||||
Minimum [Member] | Common stock [Member] | |||||||||||
Issuance of warrants to purchase common stock | 380,000 | 380,000 | |||||||||
Vesting period | 48 months | ||||||||||
Three employees [member] | |||||||||||
Issuance of common shares for cash | 950,000 | ||||||||||
Issuance of warrants to purchase common stock | 950,000 | 950,000 | |||||||||
Three employees [member] | Warrants [Member] | |||||||||||
Fair value of warrants | $ 10,412,575 | ||||||||||
Description for terms of warrants | The warrants to purchase up to an aggregate of 950,000 shares of common stock vest 200,000 and 100,000 warrants immediately, respectively, and, the balance, monthly in equal amounts over 60 and 24 months, respectively, beginning September 14, 2017 and October 16, 2017, respectively, and each have a contractual life of 10 years. | ||||||||||
Three employees [member] | Maximum [Member] | |||||||||||
Issuance of common shares for cash, offering price | $ 13.49 | ||||||||||
Three employees [member] | Minimum [Member] | |||||||||||
Issuance of common shares for cash, offering price | $ 12 | ||||||||||
Chief Financial Officer [Member] | Stock option [Member] | |||||||||||
Exercise Price of Warrants | $ 5.25 | ||||||||||
Vested warrants | 100,000 | ||||||||||
Unvested warrants | 450,000 | ||||||||||
Stock compensation costs | $ 505,986 | ||||||||||
Fair value of warrants | $ 2,524,995 | ||||||||||
Chief Financial Officer [Member] | Warrants [Member] | |||||||||||
Issuance of warrants to purchase common stock | 200,000 | ||||||||||
Exercise Price of Warrants | $ 13.89 | ||||||||||
Vesting period | 10 years | ||||||||||
Description of vesting period | Which vests in 1/3 increments over a period of three years, commencing on November 8, 2018 | ||||||||||
Common stock reserved for future issuance | 80,000 | ||||||||||
Fair value of stock granted | $ 1,928,840 | ||||||||||
Fair value of warrants | $ 771,536 | ||||||||||
Two employees [member] | |||||||||||
Issuance of common shares for cash | 530,000 | ||||||||||
Issuance of common shares for cash, offering price | $ 5.25 | ||||||||||
Vesting period | 10 years | ||||||||||
Fair value of stock granted | $ 479,885 | ||||||||||
Two employees [member] | Warrants [Member] | |||||||||||
Common stock reserved for future issuance | 50,000 | 50,000 | |||||||||
Fair value of stock granted | $ 4,786,142 | ||||||||||
Restricted Stock Units [Member] | Director [Member] | |||||||||||
Fair value of stock granted | $ 443,326 | ||||||||||
Weighted average grant date fair value | $ 13 | ||||||||||
Amortization of costs | $ 88,665 | ||||||||||
Unamortized balance of costs | $ 354,661 | ||||||||||
Number of resstricted stock unit award issue | 4 | ||||||||||
Restricted Stock Units [Member] | Director [Member] | Maximum [Member] | |||||||||||
Restricted stock unit award to purchase of common stock | 34,102 | ||||||||||
December 1, 2015 [Member] | Warrants [Member] | |||||||||||
Issuance of warrants to purchase common stock | 702,081 | 702,081 | |||||||||
Expiry date of warrants | Nov. 30, 2025 | ||||||||||
Additional compensation expense | $ 63,677 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 11, 2018 | Jan. 09, 2018 | Dec. 11, 2017 | Nov. 30, 2017 | Feb. 28, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 32,807,137 | 31,451,973 | |||
Subsequent Event [Member] | |||||
Common stock shares sold | $ 612,667 | ||||
Proceeds receivable from common stock shares reserved for future issuance | $ 7,400,000 | ||||
Proceeds for warrants for future issuance | 104,167 | ||||
Subsequent Event [Member] | Promise to Purchase a Land and Building [Member] | |||||
Purchase of land, building and equipment | $ 2,153,123 | ||||
Deposited in escrow | $ 77,590 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Issuance of common shares price, per shares | $ 12 | ||||
Issueable of warrant investors description | Issue warrants to investors to purchase up to a number of shares of Common Stock equal to 25% of the Shares purchased | ||||
Resale registration statement description | Resale Registration Statement covering the shares sold in the Private Placement within 60 days of the closing of the Private Placement. The Company also granted holders of the Shares piggyback registration rights for certain registration statements. Additionally, for a period of 90 days following the closing of the Private Placement, | ||||
Subsequent Event [Member] | Private Placement [Member] | Board of Directors [Member] | |||||
Common stock, par value | $ 0.0001 | ||||
Issuance of common shares price, per shares | $ 12 | ||||
Common stock, shares issued | 1,100 |