Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 20-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | Bionik Laboratories Corp. | |
Entity Central Index Key | 1508381 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | BNKL | |
Entity Common Stock, Shares Outstanding | 18,954,500 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Condensed_Consolidated_Interim
Condensed Consolidated Interim Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current | ||
Cash and cash equivalents | $6,125,108 | $209,933 |
Prepaid expenses and other receivables (Note 3) | 158,419 | 81,130 |
Due from related parties (Note 6) | 41,480 | 44,986 |
Total Current Assets | 6,325,007 | 336,049 |
Equipment (Note 4) | 100,629 | 77,922 |
Total Assets | 6,425,636 | 413,971 |
Current | ||
Accounts payable (Note 6) | 208,785 | 308,947 |
Accrued liabilities | 332,946 | 155,463 |
Total Liabilities | 541,731 | 464,410 |
Shareholders' Equity (Deficiency) | ||
Preferred Stock, par value $0.001; Authorized - 10,000,000; Special Voting Preferred Stock, authorized, issued and outstanding - 1 (December 31, 2014 - Nil) | 0 | 0 |
Common Stock, par value $0.001; Authorized - 150,000,000 (December 31, 2014 - 200,000,000); Issued and outstanding - 15,839,500 and 50,000,000 Exchangeable Shares (December 31, 2014 - nil and 49,737,096 Exchangeable Shares) (Note 7) | 65,840 | 49,737 |
Additional paid in capital | 12,076,571 | 4,936,456 |
Deficit | -6,300,655 | -5,053,982 |
Accumulated other comprehensive income | 42,149 | 17,350 |
Total Shareholders' Equity (Deficiency) | 5,883,905 | -50,439 |
Total Liabilities and Shareholders' Equity (Deficiency) | $6,425,636 | $413,971 |
Condensed_Consolidated_Interim1
Condensed Consolidated Interim Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value (in dollars per share) | $0.00 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Issued | 1 | 0 |
Preferred Stock, Shares Outstanding | 1 | 0 |
Common Stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 150,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 15,839,500 | |
Common Stock, Shares, Outstanding | 50,000,000 | 49,737,096 |
Condensed_Consolidated_Interim2
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Expenses | ||
Research and development | $435,671 | $232,032 |
Professional and consulting fees | 261,350 | 165,302 |
General and administrative | 167,747 | 95,699 |
Imputed interest expense (Note 5) | 0 | 45,063 |
Interest expense | 179 | 17,124 |
Depreciation (Note 4) | 10,412 | 423 |
Other income | -323 | -473,162 |
Share-based compensation expense (Notes 7(v) and 8) | 371,637 | 0 |
Operating Income (Loss) | -1,246,673 | -82,481 |
Net loss for the period | -1,246,673 | -82,481 |
Foreign exchange translation adjustment for the period | 24,779 | 18,837 |
Net loss and comprehensive loss for the period | ($1,221,894) | ($63,644) |
Loss per share - basic and diluted (in dollars per share) | ($0.02) | $0 |
Weighted average number of shares outstanding (in shares) | 52,726,746 | 36,621,885 |
Condensed_Consolidated_Interim3
Condensed Consolidated Interim Statements of Changes in Shareholders' (Deficiency) Equity (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2013 | ($710,982) | $0 | $36,622 | $1,736,247 | ($2,506,754) | $22,903 |
Balance (in shares) at Dec. 31, 2013 | 1 | 36,621,885 | ||||
Net loss for the period | -82,481 | 0 | 0 | 0 | -82,481 | 0 |
Foreign currency translation | 18,837 | 0 | 0 | 0 | 0 | 18,837 |
Balance at Mar. 31, 2014 | -774,626 | 0 | 36,622 | 1,736,247 | -2,589,235 | 41,740 |
Balance (in shares) at Mar. 31, 2014 | 1 | 36,621,885 | ||||
Issuance of common shares for cash | 2,616,062 | 0 | 10,792 | 2,605,270 | 0 | 0 |
Issuance of common shares for cash (in shares) | 0 | 10,792,335 | ||||
Share issue costs | -11,609 | 0 | 0 | -11,609 | 0 | 0 |
Shares issues on conversion of loans | 239,746 | 0 | 1,012 | 238,734 | 0 | 0 |
Shares issues on conversion of loans (in shares) | 0 | 1,012,142 | ||||
Beneficial conversion feature | 27,677 | 0 | 0 | 27,677 | 0 | 0 |
Shares issued on exercise of stock options | 228,875 | 0 | 1,311 | 227,564 | 0 | 0 |
Shares issued on exercise of stock options (in shares) | 0 | 1,310,734 | ||||
Share compensation expense | 112,573 | 0 | 0 | 112,573 | 0 | 0 |
Net loss for the period | -2,464,747 | 0 | 0 | 0 | -2,464,747 | 0 |
Foreign currency translation | -24,390 | 0 | 0 | 0 | 0 | -24,390 |
Balance at Dec. 31, 2014 | -50,439 | 0 | 49,737 | 4,936,456 | -5,053,982 | 17,350 |
Balance (in shares) at Dec. 31, 2014 | 1 | 49,737,096 | ||||
Effect of the Acquisition Transaction (Note 7(vii)) | 0 | 0 | 6,000 | -6,000 | 0 | 0 |
Effect of the Acquisition Transaction (Note 7(vii)) (in shares) | 0 | 6,000,000 | ||||
Shares issued on private placement | 7,871,601 | 0 | 9,840 | 7,861,761 | 0 | 0 |
Shares issued on private placement (in shares) | 0 | 9,839,500 | ||||
Share issue costs | -1,087,020 | 0 | 0 | -1,087,020 | 0 | 0 |
Share compensation expense (Notes 7(v) and 8) | 371,637 | 0 | 263 | 371,374 | 0 | 0 |
Share compensation expense (Notes 7(v) and 8) (in shares) | 0 | 262,904 | ||||
Net loss for the period | -1,246,673 | 0 | 0 | 0 | -1,246,673 | 0 |
Foreign currency translation | 24,779 | 0 | 0 | 0 | 0 | 24,799 |
Balance at Mar. 31, 2015 | $5,883,905 | $0 | $65,840 | $12,076,571 | ($6,300,655) | $42,149 |
Balance (in shares) at Mar. 31, 2015 | 1 | 65,839,500 |
Condensed_Consolidated_Interim4
Condensed Consolidated Interim Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities | ||
Net loss for the period | ($1,246,673) | ($82,481) |
Adjustment for items not affecting cash | ||
Depreciation of equipment | 10,412 | 423 |
Imputed interest | 0 | 45,063 |
Interest expense | 179 | 17,124 |
Share compensation expense | 371,637 | 0 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | -864,445 | -19,871 |
Changes in non-cash working capital items | ||
Prepaid expenses and other receivables | -83,258 | -409,680 |
Accounts payable | -71,773 | 0 |
Accrued liabilities | 193,993 | -10,113 |
Net cash used in operating activities | -825,483 | -439,664 |
Investing activities | ||
Acquisition of equipment | -38,820 | 0 |
Net cash used in investing activities | -38,820 | 0 |
Financing activities | ||
Proceeds from issuance of shares, net of issue costs | 6,788,988 | 0 |
(Repayment of) proceeds from loans payable | 0 | 371,718 |
(Repayment of) proceeds from loans from related parties | 0 | -20,295 |
Net cash provided by financing activities | 6,788,988 | 351,423 |
Effects of foreign currency exchange rate changes | -9,510 | 89,442 |
Net increase in cash and cash equivalents for the period | 5,915,175 | 1,201 |
Cash and cash equivalents, beginning of period | 209,933 | 2,281 |
Cash and cash equivalents, end of period | 6,125,108 | 3,482 |
Supplemental information: | ||
Issuance of shares on conversion of loans | $500,000 | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations [Text Block] | 1 | NATURE OF OPERATIONS |
The Company and its Operations | ||
Bionik Laboratories Corp. (formerly Drywave Technologies, Inc., herein referred to as the “Company” or “Bionik”) was incorporated on January 8, 2010 in the State of Colorado as Strategic Dental Management Corp. On July 16, 2013, the Company changed its name to Drywave Technologies Inc. (“Drywave”) and its state of incorporation from Colorado to Delaware. Effective February 13, 2015, the Company changed its name to Bionik Laboratories Corp. and reduced the authorized number of shares of common stock from 200,000,000 to 150,000,000. Concurrently, the Company implemented a 1-for-0.831105 reverse stock split of the common stock, which had previously been approved September 24, 2014. The unaudited condensed consolidated financial statements consolidate the Company and its wholly owned subsidiaries Bionik Laboratories Inc. ("Bionik Canada") and Bionik Acquisition Inc. | ||
The Company is a bioengineering research and development company targeting diseases and injuries that impact human mobility. The Company is working towards its first product, which will be the “ARKE”, a robotic pair of exoskeleton legs to be used for rehabilitation purposes and potentially for day-to-day use as a replacement for a wheelchair. | ||
These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplates continuation of the Company as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. | ||
On February 26, 2015, the Company finalized a Share Exchange Agreement whereby Bionik Canada issued 50,000,000 Exchangeable Shares, representing a 3.14 exchange ratio, for 100% of the outstanding common shares of Bionik Canada (the “Acquisition Transaction”). The Exchangeable Shares are exchangeable at the option of the holder, each into one share of common stock of the Company. In addition the Company issued one share of its Special Preferred Voting Stock (the “Special Preferred Share”) (Note 7). Immediately prior to the closing of the Acquisition Transaction, Drywave transferred all of the business, properties, assets, operations and liabilities to two former officers and directors of the Company and to a third-party entity such that as of the closing of the Acquisition Transaction there were no assets or liabilities. | ||
After giving effect to the Acquisition Transaction, the Company commenced operations through Bionik Canada which by virtue of the Acquisition Transaction is now a reporting issuer through the Company’s listing on the OTC Pink marketplace. | ||
As a result of the shareholders of Bionik Canada having a controlling interest in the Company subsequent to the Acquisition Transaction, for accounting purposes the Acquisition Transaction does not constitute a business combination. The transaction has been accounted for as a recapitalization of the Company with Bionik Canada being the accounting acquirer even though the legal acquirer is Bionik, accordingly, the historic financial statements of Bionik Canada are presented as the comparative balances for the period prior to the Acquisition Transaction. | ||
References to the Company refer to the Company and its wholly—owned subsidiaries, Bionik Acquisition Inc. and Bionik Laboratories Inc. References to Drywave relate to the Company prior to the Acquisition Transaction. | ||
The Company has not yet realized any revenues from its planned operations. As at March 31, 2015, the Company has a working capital surplus of $5,783,276 (December 31, 2014 - a working capital deficit of $128,361) and shareholders’ equity of $5,883,905 (December 31, 2014 - a shareholder’s deficiency of $50,439) and incurred a net loss and comprehensive loss of $1,221,984 for the three- month period ended March 31, 2015 (March 31, 2014 - $63,644). Further, the Company expects that the ARKE will be categorized as a Class II medical device with the U.S. Food and Drug Administration (“FDA”) and accordingly will be subject to FDA regulations, guidelines and the FDA’s Quality System Regulation (“QSR”) in order to market and sell their product in the U.S. The costs of obtaining the necessary FDA approval and maintaining compliance with the FDA could be significant. See Note 11. | ||
The Company’s principal offices are located at 483 Bay Street, N105, Toronto, Ontario, M5G 2C9. | ||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | 2 | SIGNIFICANT ACCOUNTING POLICIES |
Unaudited Condensed Consolidated Interim Financial Statements | ||
These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements for the year ended December 31, 2014. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | ||
Recently Issued Accounting Pronouncements | ||
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. | ||
On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. | ||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. | ||
Foreign Currency Translation | ||
The Company’s reporting currency is the U.S. dollar. The functional currency is separately determined for the Company and each of its subsidiaries, and is used to measure the financial position and operating results. The functional currency of the Company is the U.S. dollar, the functional currency of the Company’s wholly-owned subsidiary Bionik Canada and Bionik Acquisition Inc. is the Canadian Dollar. Transactions denominated in a currency other than the functional currency are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. Exchange differences are recognized in profit or loss. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. | ||
Bionik Canada and Bionik Acquisition Inc.’s assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Shareholders’ equity (deficiency) is translated at historical rates. Adjustments resulting from translating the condensed consolidated interim financial statements into the U.S. dollar are recorded as a separate component of accumulated other comprehensive income (loss) in the statement of changes in shareholders’ equity (deficiency). | ||
PREPAID_EXPENSES_AND_OTHER_REC
PREPAID EXPENSES AND OTHER RECEIVABLES | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||
Prepaid Expense And Other Receivables [Text Block] | 3 | PREPAID EXPENSES AND OTHER RECEIVABLES | ||||
March 31, | December 31, | |||||
2015 | 2014 | |||||
$ | $ | |||||
Prepaid expenses and sundry receivables | 6,242 | 18,172 | ||||
Prepaid insurance | 126,771 | 40,630 | ||||
Sales taxes receivable (i) | 25,406 | 22,328 | ||||
158,419 | 81,130 | |||||
(i) | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. | |||||
EQUIPMENT
EQUIPMENT | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 4 | EQUIPMENT | ||||||||||||
Equipment consists of the following as at March 31, 2015 and December 31, 2014. | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||
Depreciation | Depreciation | |||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||
Computers and electronics | 107,369 | 33,933 | 73,436 | 77,650 | 27,438 | 50,212 | ||||||||
Furniture and fixtures | 23,832 | 7,689 | 16,143 | 24,909 | 7,325 | 17,584 | ||||||||
Tools and parts | 12,100 | 1,050 | 11,050 | 11,913 | 1,787 | 10,126 | ||||||||
143,301 | 42,672 | 100,629 | 114,472 | 36,550 | 77,922 | |||||||||
Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the period ended March 31, 2015 was $10,412 (March 31, 2014 - $423). | ||||||||||||||
CONVERTIBLE_SECURED_PROMISSORY
CONVERTIBLE SECURED PROMISSORY NOTE | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | 5 | CONVERTIBLE SECURED PROMISSORY NOTE |
On December 8, 2011, the Company received $61,500 CAD from a lender that at the time was non-interest bearing and had no specified terms of repayment. On February 28, 2012, the lender and the Company agreed to the terms of a Convertible Secured Promissory Note, which securitized the previous note plus an additional $60,000 CAD for a total principal amount of $121,500 CAD. The note was interest bearing at prime plus 1%, secured by a general security agreement and was to mature on the earlier of a qualifying financing event or February 28, 2014. The lender had an option to convert the principal plus accrued interest at a discount of 20% to the share price in the event of a qualifying financing event prior to February 28, 2014. | ||
The note matured on February 28, 2014, at this point the conversion option expired and the note became due on demand; however, no repayment was demanded. Upon the occurrence of the April financing (Note 7 (i)) the Company agreed to honor the original conversion option and a beneficial conversion feature of $27,677 was recognized. As the note was due on demand the Company immediately recognized imputed interest of $27,677 in the condensed consolidated interim statement of operations and comprehensive loss. | ||
On May 9, 2014, the lender converted the note plus accrued interest into common shares based on the 20% discount to the $0.81 ($0.90 CAD) per share equity financing that was accomplished in April 2014 and the Company issued these pre-transaction shares in June 2014. (See Note 7(iii)). | ||
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended | ||
Mar. 31, 2015 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions Disclosure [Text Block] | 6 | RELATED PARTY TRANSACTIONS AND BALANCES | |
Due from related parties | |||
(a) | As of March 31, 2015, the Company had advances receivable from the Chief Operating Officer (“COO”) and Chief Technology Officer (“CTO”) for $41,480 (December 31, 2014 – $44,986). These advances are unsecured, bear interest at a rate of 1% based on the Canada Revenue Agency’s prescribed rate for such advances and are payable on demand in Canadian dollars. The Company advanced funds to settle a tax assessment; the Company paid additional salary amounts that had not been made during the period; and the Company reimbursed $37,837 ($44,000 CAD) related to various out-of-pocket costs they incurred on behalf of the Company, all of which resulted in a net advance of $41,480 as of March 31, 2015. | ||
Issuance of shares to settle due to related party | |||
(b) | During the nine months ended December 31, 2014, one advance amounting to $85,947 ($95,000 CAD) was settled by the issuance of 105,555 pre-Acquisition Transaction common shares of Bionik Canada to a former director. | ||
Accounts payable and accrued liabilities | |||
(c) | As at March 31, 2015, $1,490 (December 31, 2014 - $4,220) was owing to the CEO, $9,752 (December 31, 2014 - $5,930) was owing to the CTO and $7,025 was owing to the COO, related to business expenses, all of which are included in accounts payable. | ||
SHARE_CAPITAL
SHARE CAPITAL | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 7 | SHARE CAPITAL | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||
Number of | $ | Number of | $ | |||||||||||||||
shares | shares | |||||||||||||||||
Exchangeable Shares: | ||||||||||||||||||
Balance at beginning of period | 49,737,096 | 49,737 | 36,621,885 | 36,622 | ||||||||||||||
Shares issued for services | (v) | 262,904 | 263 | - | - | |||||||||||||
Shares issued under private placement | - | - | (i) | 10,792,335 | 10,792 | |||||||||||||
Shares issued on conversion and settlement of debt | - | - | (ii)(iii) | 1,012,142 | 1,012 | |||||||||||||
Shares issued on the exercise of options | - | - | (iv) | 1,310,734 | 1,311 | |||||||||||||
Balance at end of the period | 50,000,000 | 50,000 | 49,737,096 | 49,737 | ||||||||||||||
Common Shares | ||||||||||||||||||
Balance at beginning of the period | - | - | - | - | ||||||||||||||
Shares issued as Acquisition Transaction consideration | (vii) | 6,000,000 | 6,000 | - | - | |||||||||||||
Shares issued under private placement | (vi)-(ix) | 9,839,500 | 9,840 | - | - | |||||||||||||
Balance at end of the period | 15,839,500 | 15,840 | - | - | ||||||||||||||
TOTAL COMMON SHARES | 65,839,500 | 65,840 | - | - | ||||||||||||||
(i) | In April, 2014, Bionik Canada completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,590,160. A former director of Bionik Canada assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction. | |||||||||||||||||
(ii) | In May 2014, Bionik Canada issued 436,908 common shares in exchange for the settlement of $138,888 of unsecured debt. | |||||||||||||||||
(iii) | In June, 2014, Bionik Canada issued 575,234 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement. | |||||||||||||||||
(iv) | In June 2014, Bionik Canada issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875. | |||||||||||||||||
(v) | On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 7(vi)), and recorded in stock based compensation on the statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders the Company intends to reimburse the CTO and COO 320,000 shares of common stock; however, these shares have not yet been issued. | |||||||||||||||||
(vi) | Concurrently with the closing of the Acquisition Transaction on February 26, 2015, the Company issued 7,735,750 units (the “Units”) for gross proceeds of $6,188,600 (the “First Closing”) (including $500,000 of outstanding bridge loans converted into Units at the offering price) at a purchase price of $0.80 per Unit (the “Purchase Price”) in a private placement offering (the “Offering”). Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the transaction of $848,822 and issued 773,575 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
(vii) | Immediately following the Acquisition Transaction and the First Closing, 6,000,000 shares of common stock were held by existing Drywave stockholders, 7,735,750 shares of common stock were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of common stock through their ownership of 100% of the Exchangeable Shares which vote alongside the common stock of the Company as a single class through the one issued and outstanding Special Preferred Share. | |||||||||||||||||
(viii) | On March 27, 2015, the Company issued 1,212,500 Units for gross proceeds of $970,000 to accredited investors in a second closing (the “Second Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the Second Closing of $141,100 and issued 121,250 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
(ix) | On March 31, 2015, the Company issued 891,250 Units for gross proceeds of $713,000 to accredited investors in a third closing (the “Third Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the Third Closing of $97,098 and issued 89,125 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
Special Voting Preferred Share | ||||||||||||||||||
In connection with the Acquisition Transaction (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one Special Preferred Share to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. | ||||||||||||||||||
In connection with the Acquisition Transaction and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as the Special Preferred Share. The Special Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. | ||||||||||||||||||
The Special Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation, and is not convertible into common shares of the Company. | ||||||||||||||||||
The voting rights of the Special Preferred Share will terminate pursuant to and in accordance with the Trust Agreement. The Special Preferred Share will be automatically cancelled at such time as no Exchangeable Shares are held by a Beneficiary. | ||||||||||||||||||
STOCK_OPTIONS
STOCK OPTIONS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8 | STOCK OPTIONS | |||||||||||||||
The purpose of the Company’s stock option plan is to attract, retain and motivate persons of training, experience and leadership to the Company, including their directors, officers and employees, and to advance the interests of the Company by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Company. | |||||||||||||||||
Options may be granted in respect of authorized and unissued shares, provided that the aggregate number of shares reserved for issuance upon the exercise of all Options granted under the Plan, shall not exceed fifteen (15%) percent of the issued share capital or such greater number of shares as may be determined by the Board and approved, if required, by the shareholders of the Company and by any applicable stock exchange or other regulatory authority. Optioned shares in respect of which options are not exercised shall be available for subsequent options. | |||||||||||||||||
On April 11, 2014 and June 20, 2014 the Company issued 657,430 and 264,230 options to employees and a consultant at an exercise price of $0.165 and $0.23, respectively, with a term of seven years. The options vest one-third on grant date and two thirds equally over the subsequent two years on the anniversary date. During the year ended December 31, 2014, 125,824 of the 657,430 options were cancelled. On February 26, 2015, as a result of the Acquisition Transaction, the options were revalued. The fair value as remeasured of the 531,606 April issuance and the 264,230 June issuance was $230,930 and $118,957 respectively. During the period ended March 31, 2015, $73,860 and $36,684 has been recorded as stock-based compensation related to the vesting of these stock options. | |||||||||||||||||
On July 1, 2014, the Company issued 2,972,592 options to management of the Company, at an exercise price of $0.23 with a term of 7 years, which vest May 27, 2015. On February 26, 2015, as a result of the Acquisition Transaction, the options were re-valued. The fair value of the options was $1,259,487. | |||||||||||||||||
On February 17, 2015, the Company issued 314,560 options to a director, employees and a consultant with an exercise price of $0.23, that vest one third immediately and two thirds over the next two anniversary dates with an expiry date of seven years. The grant date fair value of the options was $136,613. During the period ended March 31, 2015, $50,770 has been recorded as stock based compensation related to the vesting of these stock options. | |||||||||||||||||
These options granted and revalued during the period ended March 31, 2015 were valued using the Black-Scholes option pricing model with the following key assumptions: | |||||||||||||||||
February 17, | July 1, | June 20, | April 11, | ||||||||||||||
2015 | 2014 | 2014 | 2014 | ||||||||||||||
Expected life in years | 5 | 4.35 | 6.32 | 4.14 | |||||||||||||
Risk free rate | 1.59 | % | 1.59 | % | 1.59 | % | 1.59 | % | |||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Forfeiture rate | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected volatility | 114 | % | 114 | % | 114 | % | 114 | % | |||||||||
A summary of the Company’s outstanding options is as follows: | |||||||||||||||||
Number of Options | Weighted-Average Exercise | ||||||||||||||||
Price ($) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,310,665 | 0.19 | |||||||||||||||
Exercised | -1,310,665 | 0.19 | |||||||||||||||
Issued | 3,894,252 | 0.22 | |||||||||||||||
Cancelled | -125,824 | 0.17 | |||||||||||||||
Outstanding, December 31, 2014 | 3,768,428 | 0.22 | |||||||||||||||
Cancelled as a result of Acquisition Transaction | -3,768,428 | 0.22 | |||||||||||||||
Re-issued as part of Acquisition Transaction | 3,768,428 | 0.22 | |||||||||||||||
Issued | 314,560 | 0.23 | |||||||||||||||
Outstanding, March 31, 2015 | 4,082,988 | 0.22 | |||||||||||||||
The following is a summary of stock options outstanding as of March 31, 2015: | |||||||||||||||||
Exercise Price ($) | Number of Options | Expiry Date | Number of Exercisable | ||||||||||||||
Options | |||||||||||||||||
0.165 | 531,606 | 11-Apr-21 | 177,202 | ||||||||||||||
0.23 | 264,230 | 20-Jun-21 | 88,077 | ||||||||||||||
0.23 | 2,972,592 | 1-Jul-21 | - | ||||||||||||||
0.23 | 314,560 | 17-Feb-12 | 104,853 | ||||||||||||||
4,082,988 | 370,132 | ||||||||||||||||
WARRANTS
WARRANTS | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||
Shareholders Equity And Share Based Payments Stock Warrant [Text Block] | 9 | WARRANTS | |||||||||
The following is a continuity schedule of the Company's common share purchase warrants: | |||||||||||
Weighted-Average | |||||||||||
Number of Warrants | Exercise Price ($) | ||||||||||
Outstanding and exercisable, December 31, 2014 and 2013 | - | - | |||||||||
Issued | 10,823,450 | 1.35 | |||||||||
Outstanding and exercisable, March 31, 2015 | 10,823,450 | 1.35 | |||||||||
The following is a summary of common share purchase warrants outstanding as of March 31, 2015: | |||||||||||
Exercise Price | Number of | Expiry Date | |||||||||
($) | Warrants | ||||||||||
1.4 | Note 7(vi) | 7,735,750 | 26-Feb-19 | ||||||||
0.8 | Note 7(vi) | 773,575 | 26-Feb-19 | ||||||||
1.4 | Note 7(viii) | 1,212,500 | 27-Mar-19 | ||||||||
0.8 | Note 7(viii) | 121,250 | 27-Mar-19 | ||||||||
1.4 | Note 7(ix) | 891,250 | 31-Mar-19 | ||||||||
0.8 | Note 7(ix) | 89,125 | 31-Mar-19 | ||||||||
10,823,450 | |||||||||||
In 2014 the Company repaid loans of $180,940 plus accrued interest of $12,138 owing to investors introduced by Pope and Co. As part of this transaction the Company will issue to these lenders 349,522 warrants exercisable into common shares at an exercise price of $0.23 per share for a period of up to two years. | |||||||||||
CONTINGENCIES
CONTINGENCIES | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | 10 | CONTINGENCIES |
From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors. | ||
RISK_MANAGEMENT
RISK MANAGEMENT | 3 Months Ended | |
Mar. 31, 2015 | ||
Risks and Uncertainties [Abstract] | ||
Concentration Risk Disclosure [Text Block] | 11 | RISK MANAGEMENT |
The Company’s cash balances are maintained in two banks in Canada and a Canadian Bank subsidiary in the US. Deposits held in banks in Canada are insured up to $100,000 CAD per depositor for each bank by The Canada Deposit Insurance Corporation, a federal crown corporation. Actual balances at times may exceed these limits. | ||
Interest Rate Risk | ||
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The Company settled its loans payable and convertible secured promissory note; therefore, it retains minimal exposure to fluctuations in the market interest rate. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. | ||
Liquidity Risk | ||
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. Accounts payable and accrued liabilities are due within the current operating period. | ||
The Company has funded its operations through the issuance of capital stock, convertible debt and loans in addition to grants and investment tax credits received from the Government of Canada. | ||
Based on management’s assessment of the Company’s cash flow needs, management believes the Company has sufficient cash to sustain operations for an additional 12 -month period. | ||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | ||
Mar. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events [Text Block] | 12 | SUBSEQUENT EVENTS | |
(i) | Subsequent to March 31, 2015, the Company provided a loan to a third party in the amount of $150,000 under normal commercial terms. The loan carries an interest rate of 5% payable semi-yearly, is secured to all assets of the borrower and is repayable in 18 months. | ||
(ii) | On April 21, 2015, the Company issued 3,115,000 Units for gross proceeds of $2,492,000 to accredited investors in a fourth closing (the “Fourth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years The Company incurred share issue costs related to the Fourth Closing of $338,960 and issued 311,500 broker warrants exercisable at $0.80 for a period of 4 years. | ||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Consolidated Interim Financial Statements [Policy Text Block] | Unaudited Condensed Consolidated Interim Financial Statements |
These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements for the year ended December 31, 2014. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements |
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. | |
On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. | |
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation |
The Company’s reporting currency is the U.S. dollar. The functional currency is separately determined for the Company and each of its subsidiaries, and is used to measure the financial position and operating results. The functional currency of the Company is the U.S. dollar, the functional currency of the Company’s wholly-owned subsidiary Bionik Canada and Bionik Acquisition Inc. is the Canadian Dollar. Transactions denominated in a currency other than the functional currency are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. Exchange differences are recognized in profit or loss. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. | |
Bionik Canada and Bionik Acquisition Inc.’s assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Shareholders’ equity (deficiency) is translated at historical rates. Adjustments resulting from translating the condensed consolidated interim financial statements into the U.S. dollar are recorded as a separate component of accumulated other comprehensive income (loss) in the statement of changes in shareholders’ equity (deficiency). | |
PREPAID_EXPENSES_AND_OTHER_REC1
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | March 31, | December 31, | ||||
2015 | 2014 | |||||
$ | $ | |||||
Prepaid expenses and sundry receivables | 6,242 | 18,172 | ||||
Prepaid insurance | 126,771 | 40,630 | ||||
Sales taxes receivable (i) | 25,406 | 22,328 | ||||
158,419 | 81,130 | |||||
(i) | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. | |||||
EQUIPMENT_Tables
EQUIPMENT (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||
Property, Plant and Equipment [Table Text Block] | Equipment consists of the following as at March 31, 2015 and December 31, 2014. | |||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||
Depreciation | Depreciation | |||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||
Computers and electronics | 107,369 | 33,933 | 73,436 | 77,650 | 27,438 | 50,212 | ||||||||
Furniture and fixtures | 23,832 | 7,689 | 16,143 | 24,909 | 7,325 | 17,584 | ||||||||
Tools and parts | 12,100 | 1,050 | 11,050 | 11,913 | 1,787 | 10,126 | ||||||||
143,301 | 42,672 | 100,629 | 114,472 | 36,550 | 77,922 | |||||||||
SHARE_CAPITAL_Tables
SHARE CAPITAL (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||||
Schedule of Stockholders Equity [Table Text Block] | March 31, 2015 | December 31, 2014 | ||||||||||||||||
Number of | $ | Number of | $ | |||||||||||||||
shares | shares | |||||||||||||||||
Exchangeable Shares: | ||||||||||||||||||
Balance at beginning of period | 49,737,096 | 49,737 | 36,621,885 | 36,622 | ||||||||||||||
Shares issued for services | (v) | 262,904 | 263 | - | - | |||||||||||||
Shares issued under private placement | - | - | (i) | 10,792,335 | 10,792 | |||||||||||||
Shares issued on conversion and settlement of debt | - | - | (ii)(iii) | 1,012,142 | 1,012 | |||||||||||||
Shares issued on the exercise of options | - | - | (iv) | 1,310,734 | 1,311 | |||||||||||||
Balance at end of the period | 50,000,000 | 50,000 | 49,737,096 | 49,737 | ||||||||||||||
Common Shares | ||||||||||||||||||
Balance at beginning of the period | - | - | - | - | ||||||||||||||
Shares issued as Acquisition Transaction consideration | (vii) | 6,000,000 | 6,000 | - | - | |||||||||||||
Shares issued under private placement | (vi)-(ix) | 9,839,500 | 9,840 | - | - | |||||||||||||
Balance at end of the period | 15,839,500 | 15,840 | - | - | ||||||||||||||
TOTAL COMMON SHARES | 65,839,500 | 65,840 | - | - | ||||||||||||||
(i) | In April, 2014, Bionik Canada completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,590,160. A former director of Bionik Canada assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction. | |||||||||||||||||
(ii) | In May 2014, Bionik Canada issued 436,908 common shares in exchange for the settlement of $138,888 of unsecured debt. | |||||||||||||||||
(iii) | In June, 2014, Bionik Canada issued 575,234 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement. | |||||||||||||||||
(iv) | In June 2014, Bionik Canada issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875. | |||||||||||||||||
(v) | On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 7(vi)), and recorded in stock based compensation on the statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders the Company intends to reimburse the CTO and COO 320,000 shares of common stock; however, these shares have not yet been issued. | |||||||||||||||||
(vi) | Concurrently with the closing of the Acquisition Transaction on February 26, 2015, the Company issued 7,735,750 units (the “Units”) for gross proceeds of $6,188,600 (the “First Closing”) (including $500,000 of outstanding bridge loans converted into Units at the offering price) at a purchase price of $0.80 per Unit (the “Purchase Price”) in a private placement offering (the “Offering”). Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the transaction of $848,822 and issued 773,575 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
(vii) | Immediately following the Acquisition Transaction and the First Closing, 6,000,000 shares of common stock were held by existing Drywave stockholders, 7,735,750 shares of common stock were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of common stock through their ownership of 100% of the Exchangeable Shares which vote alongside the common stock of the Company as a single class through the one issued and outstanding Special Preferred Share. | |||||||||||||||||
(viii) | On March 27, 2015, the Company issued 1,212,500 Units for gross proceeds of $970,000 to accredited investors in a second closing (the “Second Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the Second Closing of $141,100 and issued 121,250 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
(ix) | On March 31, 2015, the Company issued 891,250 Units for gross proceeds of $713,000 to accredited investors in a third closing (the “Third Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the Third Closing of $97,098 and issued 89,125 broker warrants exercisable at $0.80 for a period of 4 years. | |||||||||||||||||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | These options granted and revalued during the period ended March 31, 2015 were valued using the Black-Scholes option pricing model with the following key assumptions: | ||||||||||||||||
February 17, | July 1, | June 20, | April 11, | ||||||||||||||
2015 | 2014 | 2014 | 2014 | ||||||||||||||
Expected life in years | 5 | 4.35 | 6.32 | 4.14 | |||||||||||||
Risk free rate | 1.59 | % | 1.59 | % | 1.59 | % | 1.59 | % | |||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Forfeiture rate | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected volatility | 114 | % | 114 | % | 114 | % | 114 | % | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s outstanding options is as follows: | ||||||||||||||||
Number of Options | Weighted-Average Exercise | ||||||||||||||||
Price ($) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,310,665 | 0.19 | |||||||||||||||
Exercised | -1,310,665 | 0.19 | |||||||||||||||
Issued | 3,894,252 | 0.22 | |||||||||||||||
Cancelled | -125,824 | 0.17 | |||||||||||||||
Outstanding, December 31, 2014 | 3,768,428 | 0.22 | |||||||||||||||
Cancelled as a result of Acquisition Transaction | -3,768,428 | 0.22 | |||||||||||||||
Re-issued as part of Acquisition Transaction | 3,768,428 | 0.22 | |||||||||||||||
Issued | 314,560 | 0.23 | |||||||||||||||
Outstanding, March 31, 2015 | 4,082,988 | 0.22 | |||||||||||||||
Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block] | The following is a summary of stock options outstanding as of March 31, 2015: | ||||||||||||||||
Exercise Price ($) | Number of Options | Expiry Date | Number of Exercisable | ||||||||||||||
Options | |||||||||||||||||
0.165 | 531,606 | 11-Apr-21 | 177,202 | ||||||||||||||
0.23 | 264,230 | 20-Jun-21 | 88,077 | ||||||||||||||
0.23 | 2,972,592 | 1-Jul-21 | - | ||||||||||||||
0.23 | 314,560 | 17-Feb-12 | 104,853 | ||||||||||||||
4,082,988 | 370,132 | ||||||||||||||||
WARRANTS_Tables
WARRANTS (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||
Schedule Of Share Based Compensation Stock Purchase Warrants Activity [Table Text Block] | The following is a continuity schedule of the Company's common share purchase warrants: | ||||||||||
Weighted-Average | |||||||||||
Number of Warrants | Exercise Price ($) | ||||||||||
Outstanding and exercisable, December 31, 2014 and 2013 | - | - | |||||||||
Issued | 10,823,450 | 1.35 | |||||||||
Outstanding and exercisable, March 31, 2015 | 10,823,450 | 1.35 | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following is a summary of common share purchase warrants outstanding as of March 31, 2015: | ||||||||||
Exercise Price | Number of | Expiry Date | |||||||||
($) | Warrants | ||||||||||
1.4 | Note 7(vi) | 7,735,750 | 26-Feb-19 | ||||||||
0.8 | Note 7(vi) | 773,575 | 26-Feb-19 | ||||||||
1.4 | Note 7(viii) | 1,212,500 | 27-Mar-19 | ||||||||
0.8 | Note 7(viii) | 121,250 | 27-Mar-19 | ||||||||
1.4 | Note 7(ix) | 891,250 | 31-Mar-19 | ||||||||
0.8 | Note 7(ix) | 89,125 | 31-Mar-19 | ||||||||
10,823,450 | |||||||||||
NATURE_OF_OPERATIONS_Details_T
NATURE OF OPERATIONS (Details Textual) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Working Capital Surplus (Deficit) | $5,783,276 | ($128,361) | ||
Stockholders' Equity Attributable to Parent | 5,883,905 | -774,626 | -50,439 | -710,982 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | ($1,221,894) | ($63,644) | ||
Stockholders' Equity, Reverse Stock Split | 1-for-0.831105 | |||
Common Stock, Shares Authorized | 150,000,000 | 200,000,000 | ||
Share Exchange Agreement [Member] | ||||
Stock Issued During Period, Shares, New Issues | 50,000,000 | |||
Debt Instrument, Convertible, Conversion Ratio | 3.14 | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
PREPAID_EXPENSES_AND_OTHER_REC2
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
Prepaid Expense And Other Receivables [Line Items] | ||||
Prepaid expenses and sundry receivables | $6,242 | $18,172 | ||
Prepaid insurance | 126,771 | 40,630 | ||
Sales taxes receivable | 25,406 | [1] | 22,328 | [1] |
Prepaid Expense and Other Assets | $158,419 | $81,130 | ||
[1] | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
EQUIPMENT_Details
EQUIPMENT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $143,301 | $114,472 |
AccumulatedDepreciation | 42,672 | 36,550 |
Property, Plant and Equipment, Net | 100,629 | 77,922 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 107,369 | 77,650 |
AccumulatedDepreciation | 33,933 | 27,438 |
Property, Plant and Equipment, Net | 73,436 | 50,212 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,832 | 24,909 |
AccumulatedDepreciation | 7,689 | 7,325 |
Property, Plant and Equipment, Net | 16,143 | 17,584 |
Tools and Parts [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,100 | 11,913 |
AccumulatedDepreciation | 1,050 | 1,787 |
Property, Plant and Equipment, Net | $11,050 | $10,126 |
EQUIPMENT_Details_Textual
EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $10,412 | $423 |
CONVERTIBLE_SECURED_PROMISSORY1
CONVERTIBLE SECURED PROMISSORY NOTE (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Description | converted the note plus accrued interest into common shares based on the 20% discount to the $0.81 ($0.90 CAD) per share equity financing | convert the principal plus accrued interest at a discount of 20% to the share price in the event of a qualifying financing |
Debt Instrument, Maturity Date | 28-Feb-14 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $27,677 | |
Debt Instrument, Interest Rate Terms | prime plus 1% |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $41,480 | $44,986 |
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Repayments of Related Party Debt | 37,837 | |
Related Party Transaction, Amounts of Transaction | 85,947 | |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 105,555 | |
Chief Operating Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties | 7,025 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties | 1,490 | 4,220 |
Chief Technology Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties | $9,752 | $5,930 |
SHARE_CAPITAL_Details
SHARE CAPITAL (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Balance | ($50,439) | ($774,626) | ($710,982) | ||
Shares issued for services | 7,871,601 | ||||
Shares issued on the exercise of options | 228,875 | ||||
Shares issued as Acquisition Transaction consideration | 0 | ||||
Balance | 5,883,905 | -50,439 | -710,982 | ||
Common Stock [Member] | |||||
Balance (in shares) | 49,737,096 | 36,621,885 | 36,621,885 | ||
Balance | 49,737 | 36,622 | 36,622 | ||
Shares issued for services (in shares) | 9,839,500 | ||||
Shares issued for services | 9,840 | ||||
Shares issued on the exercise of options (in shares) | 1,310,734 | ||||
Shares issued on the exercise of options | 1,311 | ||||
Shares issued as Acquisition Transaction consideration (in shares) | 6,000,000 | ||||
Shares issued as Acquisition Transaction consideration | 6,000 | ||||
Balance (in shares) | 65,839,500 | 49,737,096 | 36,621,885 | ||
Balance | 65,840 | 49,737 | 36,622 | ||
Exchangable Shares [Member] | |||||
Balance (in shares) | 49,737,096 | 36,621,885 | |||
Balance | 49,737 | 36,622 | |||
Shares issued for services (in shares) | 262,904 | [1] | 0 | ||
Shares issued for services | 263 | [1] | 0 | ||
Shares issued under private placement (in shares) | 0 | 10,792,335 | [2] | ||
Shares issued under private placement | 0 | 10,792 | [2] | ||
Shares issued on conversion and settlement of debt (in shares) | 0 | 1,012,142 | [3],[4] | ||
Shares issued on conversion and settlement of debt | 0 | 1,012 | [3],[4] | ||
Shares issued on the exercise of options (in shares) | 0 | 1,310,734 | [5] | ||
Shares issued on the exercise of options | 0 | 1,311 | [5] | ||
Balance (in shares) | 50,000,000 | 49,737,096 | |||
Balance | 50,000 | 49,737 | |||
Common Shares [Member] | |||||
Balance (in shares) | 0 | 0 | |||
Balance | 0 | 0 | |||
Shares issued under private placement (in shares) | 9,839,500 | [6],[7] | 0 | ||
Shares issued under private placement | 9,840 | [6],[7] | 0 | ||
Shares issued as Acquisition Transaction consideration (in shares) | 6,000,000 | [8] | 0 | ||
Shares issued as Acquisition Transaction consideration | 6,000 | [8] | 0 | ||
Balance (in shares) | 15,839,500 | 0 | |||
Balance | $15,840 | $0 | |||
[1] | On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 7(vi)), and recorded in stock based compensation on the statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders the Company intends to reimburse the CTO and COO 320,000 shares of common stock; however, these shares have not yet been issued. | ||||
[2] | In April, 2014, Bionik Canada completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,590,160. A former director of Bionik Canada assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction. | ||||
[3] | In May 2014, Bionik Canada issued 436,908 common shares in exchange for the settlement of $138,888 of unsecured debt. | ||||
[4] | In June, 2014, Bionik Canada issued 575,234 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement. | ||||
[5] | In June 2014, Bionik Canada issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875. | ||||
[6] | Concurrently with the closing of the Acquisition Transaction on February 26, 2015, the Company issued 7,735,750 units (the bUnitsb) for gross proceeds of $6,188,600 (the bFirst Closingb) (including $500,000 of outstanding bridge loans converted into Units at the offering price) at a purchase price of $0.80 per Unit (the bPurchase Priceb) in a private placement offering (the bOfferingb). Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the transaction of $848,822 and issued 773,575 broker warrants exercisable at $0.80 for a period of 4 years. | ||||
[7] | On March 31, 2015, the Company issued 891,250 Units for gross proceeds of $713,000 to accredited investors in a third closing (the bThird Closingb). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs related to the Third Closing of $97,098 and issued 89,125 broker warrants exercisable at $0.80 for a period of 4 years. Of the proceeds an amount of $620,310 is included in subscriptions receivable (Note 3). | ||||
[8] | Immediately following the Acquisition Transaction and the First Closing, 6,000,000 shares of common stock were held by existing Drywave stockholders, 7,735,750 shares of common stock were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of common stock through their ownership of 100% of the Exchangeable Shares which vote alongside the common stock of the Company as a single class through the one issued and outstanding Special Preferred Share. |
SHARE_CAPITAL_Details_Textual
SHARE CAPITAL (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Stock Issued During Period, Value, Stock Options Exercised | $228,875 | ||
Stock Issued During Period, Value, Issued for Services | 7,871,601 | ||
Share-based Compensation | 371,637 | 0 | |
Class of Warrant or Right, Outstanding | 10,823,450 | ||
Unsecured Debt [Member] | |||
Debt Conversion, Converted Instrument, Shares Issued | 436,908 | ||
Debt Conversion, Converted Instrument, Amount | 138,888 | ||
Investor [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.23 | ||
Exchangable Shares [Member] | |||
Stock Issued During Period, Shares, Other | 10,792,335 | ||
Shares Issued, Price Per Share | $0.24 | ||
Proceeds from Issuance of Private Placement | 2,590,160 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,310,734 | ||
Stock Issued During Period, Value, Stock Options Exercised | 228,875 | ||
Stock Transferred To Lenders | 314,560 | ||
Stock Reimbursed To Officers | 320,000 | ||
Stock Issued During Period, Shares, Issued for Services | 262,904 | ||
Stock Issued During Period, Value, Issued for Services | 241,185 | ||
Share-based Compensation | 210,323 | ||
Payments of Stock Issuance Costs | 11,609 | ||
First Closing [Member] | |||
Stock Units Issued During Period | 7,735,750 | ||
Proceeds From Issuance of Stock Units | 6,188,600 | ||
Stock Units Issued During Period, Purchase Price Per Unit | 0.8 | ||
Stock Units Description | Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. | ||
Warrants Exercisable Period | 4 years | ||
Bridge Loan | 500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 | ||
Payments of Stock Issuance Costs | 848,822 | ||
Class of Warrant or Right, Outstanding | 773,575 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 50,000,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
First Closing [Member] | Investor [Member] | |||
Stock Issued During Period, Shares, Acquisitions | 7,735,750 | ||
First Closing [Member] | Drywave Stockholders [Member] | |||
Stock Issued During Period, Shares, Acquisitions | 6,000,000 | ||
First Closing [Member] | Broker warrants [Member] | |||
Warrants Exercisable Period | 4 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 | ||
Second Closing [Member] | |||
Stock Units Issued During Period | 1,212,500 | ||
Proceeds From Issuance of Stock Units | 970,000 | ||
Stock Units Description | Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. | ||
Warrants Exercisable Period | 4 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 | ||
Payments of Stock Issuance Costs | 141,100 | ||
Class of Warrant or Right, Outstanding | 121,250 | ||
Second Closing [Member] | Broker warrants [Member] | |||
Warrants Exercisable Period | 4 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 | ||
Third Closing [Member] | |||
Stock Units Issued During Period | 891,250 | ||
Proceeds From Issuance of Stock Units | 713,000 | ||
Stock Units Description | Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. | ||
Warrants Exercisable Period | 4 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 | ||
Payments of Stock Issuance Costs | 97,098 | ||
Class of Warrant or Right, Outstanding | 89,125 | ||
Third Closing [Member] | Broker warrants [Member] | |||
Warrants Exercisable Period | 4 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 | ||
Convertible Secured Promissory Note [Member] | |||
Debt Conversion, Converted Instrument, Shares Issued | 575,234 | ||
Debt Conversion, Converted Instrument, Amount | $124,523 | ||
Debt Conversion, Converted Instrument, Rate | 20.00% |
STOCK_OPTIONS_Details
STOCK OPTIONS (Details) (Employee Stock Option [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
February 17, 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 5 years |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
July 1, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 4 years 4 months 6 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
June 20, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 6 years 3 months 25 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
April 11, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 4 years 1 month 20 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
STOCK_OPTIONS_Details_1
STOCK OPTIONS (Details 1) (Employee Stock Option [Member], USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Options, Outstanding, Beginning Balance (in shares) | 3,768,428 | 1,310,665 |
Number Options, Exercised (in shares) | -1,310,665 | |
Number of Options, Issued (in shares) | 314,560 | 3,894,252 |
Number of Options, Cancelled (in shares) | -3,768,428 | -125,824 |
Number of Options, Re-issued as part of Acquisition Transaction (in shares) | 3,768,428 | |
Number of Options, Outstanding, Ending Balance (in shares) | 4,082,988 | 3,768,428 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in dollars per share) | $0.22 | $0.19 |
Weighted-Average Exercise Price, Exercised (in dollars per share) | $0.19 | |
Weighted-Average Exercise Price, Issued (in dollars per share) | $0.23 | $0.22 |
Weighted-Average Exercise Price, Cancelled (in dollars per share) | $0.22 | $0.17 |
Weighted-Average Exercise Price, Re-issued as part of Acquisition Transaction (in dollars per share) | $0.22 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance (in dollars per share) | $0.22 | $0.22 |
STOCK_OPTIONS_Details_2
STOCK OPTIONS (Details 2) (Employee Stock Option [Member], USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $0.22 | $0.22 | $0.19 |
Number of Options | 4,082,988 | 3,768,428 | 1,310,665 |
Number of Exercisable Options | 370,132 | ||
Stock Option One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $0.17 | ||
Number of Options | 531,606 | ||
Expiry Date | 11-Apr-21 | ||
Number of Exercisable Options | 177,202 | ||
Stock Option Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $0.23 | ||
Number of Options | 264,230 | ||
Expiry Date | 20-Jun-21 | ||
Number of Exercisable Options | 88,077 | ||
Stock Option Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $0.23 | ||
Number of Options | 2,972,592 | ||
Expiry Date | 1-Jul-21 | ||
Number of Exercisable Options | 0 | ||
Stock Option Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $0.23 | ||
Number of Options | 314,560 | ||
Expiry Date | 17-Feb-12 | ||
Number of Exercisable Options | 104,853 |
STOCK_OPTIONS_Details_Textual
STOCK OPTIONS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 125,824 | |
April issuance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 531,606 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Remeasured Fair value | $230,930 | |
Allocated Share-based Compensation Expense | 73,860 | |
June issuance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 264,230 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Remeasured Fair value | 118,957 | |
Allocated Share-based Compensation Expense | 36,684 | |
Employees and Consultant [Member] | April issuance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 657,430 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.17 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Issued Weighted Average Remaining Contractual Term1 | 7 years | |
Employees and Consultant [Member] | June issuance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 264,230 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.23 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Issued Weighted Average Remaining Contractual Term1 | 7 years | |
Management [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,972,592 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.23 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Issued Weighted Average Remaining Contractual Term1 | 7 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 1,259,487 | |
Director and Employees and Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 314,560 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.23 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Issued Weighted Average Remaining Contractual Term1 | 7 years | |
Allocated Share-based Compensation Expense | 50,770 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $136,613 |
WARRANTS_Details
WARRANTS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Number of Warrants, Outstanding and exercisable, December 31, 2014 and 2013 | 0 |
Number of Warrants, Issued | 10,823,450 |
Number of Warrants, Outstanding and exercisable, March 31, 2015 | 10,823,450 |
Weighted-Average Exercise Price, Outstanding and exercisable, December 31, 2014 and 2013 | $0 |
Weighted-Average Exercise Price, Issued | $1.35 |
Weighted-Average Exercise Price, Outstanding and exercisable, March 31, 2015 | $1.35 |
WARRANTS_Details_1
WARRANTS (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 10,823,450 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 |
Class of Warrant or Right, Outstanding | 7,735,750 |
Class Of Warrant Or Right Expiry Date | 26-Feb-19 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 |
Class of Warrant or Right, Outstanding | 773,575 |
Class Of Warrant Or Right Expiry Date | 26-Feb-19 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 |
Class of Warrant or Right, Outstanding | 1,212,500 |
Class Of Warrant Or Right Expiry Date | 27-Mar-19 |
Warrant Four [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 |
Class of Warrant or Right, Outstanding | 121,250 |
Class Of Warrant Or Right Expiry Date | 27-Mar-19 |
Warrant Five [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 |
Class of Warrant or Right, Outstanding | 891,250 |
Class Of Warrant Or Right Expiry Date | 31-Mar-19 |
Warrant Six [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 |
Class of Warrant or Right, Outstanding | 89,125 |
Class Of Warrant Or Right Expiry Date | 31-Mar-19 |
WARRANTS_Details_Textual
WARRANTS (Details Textual) (Investor [Member], USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |
Repayments of Debt | $180,940 |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 349,522 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.23 |
Warrants Expiration Period | 2 years |
Accrued Liabilities [Member] | |
Class of Warrant or Right [Line Items] | |
Repayments of Debt | $12,138 |
RISK_MANAGEMENT_Details_Textua
RISK MANAGEMENT (Details Textual) (CAD) | Mar. 31, 2015 |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | 100,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Term Loan [Member] | |
Subsequent Event [Line Items] | |
Loans and Leases Receivable, Related Parties | $150,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Long-term Debt, Maturities, Repayment Terms | repayable in 18 months |
Fourth Closing [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, New Issues | 3,115,000 |
Payments of Stock Issuance Costs | 338,960 |
Subsequent Event, Date | 21-Apr-15 |
Fourth Closing [Member] | Broker warrants [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.80 |
Warrant Exercisable Period | 4 years |
Number Of Warrants Issued | 311,500 |
Accedited Investor [Member] | Fourth Closing [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Issuance of Warrants | $2,492,000 |
Accedited Investor [Member] | Fourth Closing [Member] | Warrant [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.40 |
Warrant Exercisable Period | 4 years |