Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document Information [Line Items] | |
Entity Registrant Name | Bionik Laboratories Corp. |
Entity Central Index Key | 1508381 |
Entity Filer Category | Smaller Reporting Company |
Document Type | S-1 |
Amendment Flag | FALSE |
Document Period End Date | 31-Mar-15 |
Condensed_Consolidated_Interim
Condensed Consolidated Interim Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Current | |||
Cash and cash equivalents | $6,125,108 | $209,933 | $3,482 |
Prepaid expenses and other receivables (Note 3) | 158,419 | 81,130 | 505,787 |
Due from related parties (Note 6) | 41,480 | 44,986 | 0 |
Total Current Assets | 6,325,007 | 336,049 | 509,269 |
Equipment (Note 4) | 100,629 | 77,922 | 6,752 |
Total Assets | 6,425,636 | 413,971 | 516,021 |
Current | |||
Accounts payable (Note 6) | 208,785 | 308,947 | 120,751 |
Accrued liabilities | 332,946 | 155,463 | 128,739 |
Convertible secured promissory note (Note 5) | 0 | 119,112 | |
Loans payable (Note 6) | 0 | 772,146 | |
Due to related parties (Note 7) | 0 | 149,899 | |
Total Liabilities | 541,731 | 464,410 | 1,290,647 |
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, Value, Issued | 65,840 | 49,737 | 1,658,585 |
Additional paid in capital | 12,076,571 | 4,936,456 | 114,284 |
Deficit | -6,300,655 | -5,053,982 | -2,589,235 |
Accumulated other comprehensive income | 42,149 | 17,350 | 41,740 |
Total Shareholders' Equity (Deficiency) | 5,883,905 | -50,439 | -774,626 |
Total Liabilities and Shareholders' Equity (Deficiency) | $6,425,636 | $413,971 | $516,021 |
Condensed_Consolidated_Interim1
Condensed Consolidated Interim Balance Sheets [Parenthetical] (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | 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 | ||
Preferred Stock, Shares Outstanding | 1 | ||
Common Stock, Par Value (in dollars per share) | $0 | $0.00 | $0.00 |
Common Stock, Shares Authorized | 150,000,000 | 200,000,000 | |
Common Stock Authorized | Unlimited | ||
Common Stock, Shares, Issued | 11,641,667 | 15,839,500 | 0 |
Common Stock, Shares, Outstanding | 11,641,667 | 50,000,000 | 49,737,096 |
Condensed_Consolidated_Interim2
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Expenses | ||||||
Research and development | $435,671 | $232,032 | $1,178,837 | $747,502 | $937,426 | $637,661 |
Professional and consulting fees | 261,350 | 165,302 | 601,491 | 407,941 | 574,875 | 250,943 |
General and administrative | 167,747 | 95,699 | 549,947 | 205,248 | 302,353 | 345,293 |
Imputed interest expense (Note 5) | 0 | 45,063 | 27,677 | 55,647 | 101,985 | 7,282 |
Interest expense | 179 | 17,124 | 6,212 | 10,868 | 28,629 | 0 |
Depreciation (Note 4) | 10,412 | 423 | 34,036 | 1,349 | 1,772 | 2,330 |
Other income | -323 | -473,162 | -46,026 | 0 | -495,271 | -306,450 |
Share-based compensation expense (Notes 7(v) and 8) | 371,637 | 0 | 112,573 | 0 | 0 | 0 |
Operating Income (Loss) | -1,246,673 | -82,481 | -2,464,747 | -1,428,555 | -1,451,769 | -937,059 |
Net loss for the period | -1,246,673 | -82,481 | -2,464,747 | -1,428,555 | -1,451,769 | -937,059 |
Foreign exchange translation adjustment for the period | 24,779 | 18,837 | -24,390 | -553 | 18,284 | 23,013 |
Net loss and comprehensive loss for the period | ($1,221,894) | ($63,644) | ($2,489,137) | ($1,429,108) | ($1,433,485) | ($914,046) |
Loss per share - basic and diluted (in dollars per share) | ($0.02) | $0 | ($0.16) | ($0.12) | ($0.12) | ($0.09) |
Weighted average number of shares outstanding (in shares) | 52,726,746 | 36,621,885 | 15,358,291 | 11,602,879 | 11,612,900 | 10,375,937 |
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 Mar. 31, 2012 | ($183,721) | $5 | [1] | $16,238 | ($200,407) | $443 | ||
Balance (in shares) at Mar. 31, 2012 | [1] | 9,000,000 | ||||||
Share issue costs | -34,583 | -34,583 | 0 | 0 | 0 | |||
Issuance of common shares for cash | 1,486,980 | 1,486,980 | 0 | 0 | 0 | |||
Issuance of common shares for cash (in shares) | 2,525,000 | |||||||
Issuance of common shares for services | 117,192 | 117,192 | [2] | 0 | 0 | 0 | ||
Issuance of common shares for services (in shares) | [2] | 200,000 | ||||||
Cancellation of common shares issued to founders | 0 | 0 | 0 | 0 | 0 | |||
Cancellation of common shares issued to founders (in shares) | -250,000 | |||||||
Net loss for the period | -937,059 | 0 | 0 | -937,059 | 0 | |||
Foreign currency translation | 23,013 | 0 | 0 | 0 | 23,013 | |||
Balance at Mar. 31, 2013 | 471,822 | 1,569,594 | 16,238 | -1,137,466 | 23,456 | |||
Balance (in shares) at Mar. 31, 2013 | 11,475,000 | |||||||
Share issue costs | -7,329 | -7,329 | 0 | 0 | 0 | |||
Issuance of common shares for cash | 96,320 | 96,320 | 0 | 0 | 0 | |||
Issuance of common shares for cash (in shares) | 166,667 | |||||||
Relative fair value of options issued and contributed capital from shareholders | 98,046 | 0 | 98,046 | 0 | 0 | |||
Net loss for the period | -1,451,769 | 0 | 0 | -1,451,769 | 0 | |||
Foreign currency translation | 18,284 | 0 | 0 | 0 | 18,284 | |||
Balance at Mar. 31, 2014 | -774,626 | 36,622 | 1,736,247 | -2,589,235 | 41,740 | |||
Balance (in shares) at Mar. 31, 2014 | 36,621,885 | |||||||
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 | ||||||
Share issue costs | -11,609 | 0 | 0 | -11,609 | 0 | 0 | ||
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 | ||||||
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 | [3] | 227,564 | 0 | 0 | |
Shares issued on exercise of stock options (in shares) | 0 | 1,310,734 | [3] | |||||
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 | 0 | 0 | 6,000 | -6,000 | 0 | 0 | ||
Effect of the Acquisition Transaction (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 | 371,637 | 0 | 263 | 371,374 | 0 | 0 | ||
Share compensation expense (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 | ||||||
[1] | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2, 1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | |||||||
[2] | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | |||||||
[3] | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. |
Condensed_Consolidated_Interim4
Condensed Consolidated Interim Statements of Cash Flows (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Operating activities | ||||||
Net loss for the period | ($1,246,673) | ($82,481) | ($2,464,747) | ($1,428,555) | ($1,451,769) | ($937,059) |
Adjustment for items not affecting cash | ||||||
Depreciation of equipment | 10,412 | 423 | 34,036 | 1,349 | 1,772 | 2,330 |
Imputed interest | 0 | 45,063 | 27,677 | 55,647 | 101,985 | 7,282 |
Interest expense | 179 | 17,124 | 0 | 0 | 19,223 | 0 |
Share compensation expense | 371,637 | 0 | 112,573 | 0 | 0 | 117,192 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | -864,445 | -19,871 | -2,290,461 | -1,371,559 | -1,328,789 | -810,255 |
Changes in non-cash working capital items | ||||||
Prepaid expenses and other receivables | -83,258 | -409,680 | 420,709 | 393,900 | -182,783 | -281,604 |
Accounts payable | -71,773 | 0 | 195,427 | 116,122 | 41,261 | 25,195 |
Accrued liabilities | 193,993 | -10,113 | 34,847 | 70,407 | 124,221 | -11,238 |
Net cash used in operating activities | -825,483 | -439,664 | -1,639,478 | -791,130 | -1,346,090 | -1,077,901 |
Investing activities | ||||||
Acquisition of equipment | -38,820 | 0 | -109,316 | -4,557 | 0 | -8,695 |
Net cash used in investing activities | -38,820 | 0 | -109,316 | -4,557 | 0 | -8,695 |
Financing activities | ||||||
Proceeds from issuance of shares, net of issue costs | 6,788,988 | 0 | 2,604,453 | 88,991 | 147,837 | 1,393,551 |
(Repayment of) proceeds from loans payable | 0 | 371,718 | -733,293 | 482,050 | 810,553 | 0 |
Proceeds from exercise of options | 228,875 | 0 | 0 | 0 | ||
(Repayment of) proceeds from loans from related parties | 0 | -20,295 | -111,357 | 84,107 | 184,594 | -117,946 |
Net cash provided by financing activities | 6,788,988 | 351,423 | 1,988,678 | 655,148 | 1,142,984 | 1,275,605 |
Effects of foreign currency exchange rate changes | -9,510 | 89,442 | -33,433 | 23,706 | -26,652 | 29,288 |
Net increase in cash and cash equivalents for the period | 5,915,175 | 1,201 | 206,451 | -116,833 | -229,758 | 218,297 |
Cash and cash equivalents, beginning of period | 209,933 | 2,281 | 3,482 | 233,240 | 233,240 | 14,943 |
Cash and cash equivalents, end of period | 6,125,108 | 3,482 | 209,933 | 2,281 | 3,482 | 233,240 |
Supplemental information: | ||||||
Issuance of shares on conversion of loans | 500,000 | 0 | 239,746 | 0 | 0 | 0 |
Interest paid | $0 | $0 | $9,406 | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Nature of Operations [Text Block] | 1 | NATURE OF OPERATIONS | 1 | NATURE OF OPERATIONS | |
The Company and its 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. | Bionik Laboratories Inc. (the “Company” or “Bionik”) is a Canadian private company incorporated under the Canada Business Corporation Act on March 24, 2011 and domiciled in Ontario, Canada. The Company’s registered head office is located at 483 Bay Street, N105, Toronto, Ontario, M5G 2C9. | ||||
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. | The Company is a bioengineering research and development company targeting diseases and injuries that impact human mobility. The Company is working towards its first market ready 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. | These 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. | The Company has not yet realized any revenues from its planned operations. As December 31, 2014 the Company has a working capital deficit of $128,361 (March 31, 2014 - $781,378) and shareholders’ deficit of $50,439 (March 31, 2014 - $774,626), incurred a net loss and comprehensive loss of $2,489,137 for the period ended December 31, 2014 (December 31, 2013 - $1,429,108; year ended March 31, 2014 - $1,433,485; year ended March 31, 2013 - $914,046). Further, the Company plans to initially categorize the ARKE as a Class I or 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 12. | ||||
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 | 9 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | 2 | SIGNIFICANT ACCOUNTING POLICIES | 2 | SIGNIFICANT ACCOUNTING POLICIES | |
Unaudited Condensed Consolidated Interim Financial Statements | Use of Estimates | ||||
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. | The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates made by management include: investment tax credit receivable (see note 3) and the valuation allowance for deferred tax assets. | ||||
Recently Issued Accounting Pronouncements | Foreign Currency Translation | ||||
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. | The Company’s functional currency is the Canadian dollar and its reporting currency is the US dollar. The financial statements have been translated into US dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830. All assets and liabilities with Canadian dollars as functional currency are translated at the exchange rate on the balance sheet date, shareholders' equity and share issuances are translated at the historical rates and the statements of operations and cash flows are translated at the average exchange rate for the year. The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity (deficiency). | ||||
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. | Equipment | ||||
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. | Equipment is recorded at cost. Depreciation is computed using the declining balance method, over the estimated useful lives of these assets. The costs of improvements that extend the life of equipment are capitalized. All ordinary repair and maintenance costs are expensed as incurred. Equipment is depreciated as follows: | ||||
Foreign Currency Translation | Computers and electronics | 50% per annum | |||
Furniture and fixtures | 20% per annum | ||||
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. | Tools and parts | 20% per annum | |||
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). | Revenue Recognition | ||||
The Company has yet to recognize any revenue. The Company intends to record revenue when it is realized, or realizable and earned. The Company will consider revenue to be realized, or realizable and earned, when the following revenue recognition requirements are met: persuasive evidence of an arrangement exists; the products or services have been accepted by the customer via delivery or acceptance; the sales price is fixed or determinable; and collectability is reasonably assured. | |||||
Government Grant and Input Tax Credit Recoveries | |||||
The Company receives certain grant and input tax credit recoveries from the Canadian government in compensation for eligible expenditures. These are presented as other income in the statements of operations and comprehensive loss as they generally relate to a number of the Company’s operating expenses, such as salaries and benefits, research and development and professional and consulting fees. The recoveries are recognized in the corresponding period when it is certain that such grant and input tax credit recoveries will be received. | |||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents include highly liquid investments with original terms to maturity of 90 days or less at the date of purchase. For all periods presented cash and cash equivalents consisted entirely of cash. | |||||
Research and Development | |||||
The Company is engaged in research and development work. Research and development costs are charged as operating expense of the Company as incurred. | |||||
Segment Reporting | |||||
ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for the way that public business enterprises report information about operating segments in the Company’s financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s does not have any reportable segments. All of its operations and assets are domiciled in Canada. | |||||
Income Taxes | |||||
Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on Bionik’s income tax provision and results of operations. | |||||
Fair Value of Financial Instruments | |||||
ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. | |||||
The carrying amounts reported in the balance sheets for cash and cash equivalents, other receivables, accounts payable and accrued liabilities, convertible secured promissory note and due to / from related parties approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Per ASC Topic 820 framework these are considered Level 2 inputs where inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||
For the loans payable, the Company believes the carrying value of the loans payable approximates fair value as the interest rates are market rates. | |||||
There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014 nor March 31, 2014. | |||||
Derivative Financial Instruments | |||||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. | |||||
The Company reviews the terms of convertible loans, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. | |||||
Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received an immediate charge to income is recognized in order to initially record the derivative instrument liabilities at their fair value. | |||||
The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. | |||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | |||||
Basic and Diluted Loss Per Share | |||||
Basic and diluted loss per share has been determined by dividing the net loss available to shareholders for the applicable period by the basic and diluted weighted average number of shares outstanding, respectively. The diluted weighted average number of shares outstanding is calculated as if all dilutive options had been exercised or vested at the later of the beginning of the reporting period or date of grant, using the treasury stock method. The dilutive effect of convertible loans is reflected in diluted weighted average number of shares using the if-converted method, when there is a dilutive effect. | |||||
Loss per common share is computed by dividing the net loss by the weighted average number of shares of common shares outstanding during the period. Common share equivalents are excluded from the computation of diluted loss per share when their effect is anti-dilutive. | |||||
Impairment of Long-Lived Assets | |||||
The Company follows the ASC Topic 360, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. In performing the review for recoverability, if future undiscounted cash flows (excluding interest charges) from the use and ultimate disposition of the assets are less than their carrying values, an impairment loss represented by the difference between its fair value and carrying value, is recognized. When properties are classified as held for sale they are recorded at the lower of the carrying amount or the expected sales price less costs to sell. | |||||
Recently Adopted Accounting Pronouncements | |||||
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminated the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 are effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 for its financial statements and accordingly has removed the inception-to-date information. | |||||
“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, (“ASU 2013-2”) issued in February 2013 requires entities to disclose additional information for items reclassified out of accumulated other comprehensive income (“AOCI”). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected line item of net income. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income, provided that all the information is disclosed in a single location. However, an entity is prohibited from providing this information parenthetically on the face of the statement that reports net income, if it has items that are not reclassified in their entirety into net income. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the financial statements of the Company. | |||||
Recently Issued Accounting Pronouncements | |||||
“Income Taxes (Topic - 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists” (“ASU 2013-11”) issued in July 2013 provides guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013. | |||||
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, 2016. Early adoption is not permitted. The impact on the Company’s Financial Statements of adopting ASU 2014-09 is being 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 Company’s Financial Statements of adopting ASU 2014-15 is being 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 financial statements. | |||||
PREPAID_EXPENSES_AND_OTHER_REC
PREPAID EXPENSES AND OTHER RECEIVABLES | 3 Months Ended | 9 Months Ended | ||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||
Prepaid Expense And Other Receivables [Text Block] | 3 | PREPAID EXPENSES AND OTHER RECEIVABLES | 3 | PREPAID EXPENSES AND OTHER RECEIVABLES | ||||||||
March 31, | December 31, | December 31, | March 31, | |||||||||
2015 | 2014 | 2014 | 2014 | |||||||||
$ | $ | $ | $ | |||||||||
Prepaid expenses and sundry receivables | 6,242 | 18,172 | Prepaid expenses and sundry receivables | 18,172 | 11,700 | |||||||
Prepaid insurance | 126,771 | 40,630 | Prepaid insurance | 40,630 | - | |||||||
Sales taxes receivable (i) | 25,406 | 22,328 | IRAP Grant receivable (i) | - | 63,300 | |||||||
158,419 | 81,130 | Investment tax credit receivable (ii) | - | 408,506 | ||||||||
Sales taxes receivable (iii) | 22,328 | 22,281 | ||||||||||
81,130 | 505,787 | |||||||||||
(i) | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. | |||||||||||
i) | Industrial Research Assistance Program (“IRAP”) grant receivable is the value of claim receivable from the Government of Canada for recovery of eligible expenditures. The grant proceeds are recognized as ‘Other Income’ in the statements of operations and comprehensive loss, when received. | |||||||||||
ii) | Investment tax credit receivable is the estimated Scientific Research and Experimental Development (“SR&ED”) claim receivable from the Government of Canada for input tax credits that are granted on qualifying SR&ED expenditures. The recovery, which was received in November 2014, is recognized as ‘Other Income’ in the statements of operations and comprehensive loss. | |||||||||||
iii) | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. | |||||||||||
EQUIPMENT
EQUIPMENT | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 4 | EQUIPMENT | 4 | EQUIPMENT | ||||||||||||||||||||||||
Equipment consists of the following as at March 31, 2015 and December 31, 2014. | Equipment consists of the following as at December 31, 2014 and March 31, 2014 | |||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | December 31, 2014 | March 31, 2014 | |||||||||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||||
Depreciation | Depreciation | Depreciation | Depreciation | |||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Computers and electronics | 107,369 | 33,933 | 73,436 | 77,650 | 27,438 | 50,212 | Computers and electronics | 77,650 | 27,438 | 50,212 | - | - | - | |||||||||||||||
Furniture and fixtures | 23,832 | 7,689 | 16,143 | 24,909 | 7,325 | 17,584 | Furniture and fixtures | 24,909 | 7,325 | 17,584 | 11,194 | 4,442 | 6,752 | |||||||||||||||
Tools and parts | 12,100 | 1,050 | 11,050 | 11,913 | 1,787 | 10,126 | Tools and parts | 11,913 | 1,787 | 10,126 | - | - | - | |||||||||||||||
143,301 | 42,672 | 100,629 | 114,472 | 36,550 | 77,922 | 114,472 | 36,550 | 77,922 | 11,194 | 4,442 | 6,752 | |||||||||||||||||
Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the period ended March 31, 2015 was $10,412 (March 31, 2014 - $423). | Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the nine month period ended December 31, 2014 was $34,036 (December 31, 2013 - $1,349) and during the year ended March 31, 2014 was $1,772 (March 31, 2013 - $2,330). | |||||||||||||||||||||||||||
Equipment is translated to U.S. Dollars using the rate of exchange prevailing at the balance sheet date. There were no disposals and $109,316 in additions during the nine month period ended December 31, 2014 (December 31, 2013 - $4,557). The remaining change in cost from March 31, 2014 to December 31, 2014 is due to foreign exchange translation. During the year ended March 31, 2013 there were $8,695 of additions to equipment. | ||||||||||||||||||||||||||||
CONVERTIBLE_SECURED_PROMISSORY
CONVERTIBLE SECURED PROMISSORY NOTE | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Debt Disclosure [Abstract] | ||||
Debt Disclosure [Text Block] | 5 | CONVERTIBLE SECURED PROMISSORY NOTE | 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. | 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 bears interest at prime plus 1% and matured on the earlier of a qualifying financing event or February 28, 2014. The “qualifying financing event” is defined as an equity financing (including convertible securities) that is completed on or prior to the maturity date where the Company issues securities for aggregate gross proceeds equal to or greater than $1.5 million CAD. The loan was secured by a general security agreement under which the Company pledged, assigned, charged and granted to the lender a security interest in and to the property, assets and undertaking of the Company. | |||
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. | 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 Company evaluated the conversion option on inception and determined that it was based on a contingent event and accordingly, the option was not valued. | |||
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)). | The Company determined that a market interest rate for similar debt would be approximately 10% per annum and accordingly, recognized the note at its present value based on a 10% discount rate, or $105,262, and allocated the discount of $16,238 from the face value of $121,500 to additional paid in capital, which due to achieving parity the USD and CAD amounts were not materially different. The discount of $16,238 was amortized to February 28, 2014 when the note was due to mature. The Company expensed imputed interest of $27,677 and $55,647 during the nine month periods ended December 31, 2014 and 2013, respectively, and $3,939 and $7,282 during the years ended March 31, 2014 and 2013, respectively. | |||
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 2014 financing (Note 8(x)) 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 statements of operations and comprehensive loss for the nine months ended December 31, 2014. | ||||
On May 9, 2014, the lender converted the note plus accrued interest in to 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 shares in June 2014 (see Note 8(xiii)). | ||||
LOANS_PAYABLE
LOANS PAYABLE | 9 Months Ended | |||||
Dec. 31, 2014 | ||||||
Debt Disclosure [Abstract] | ||||||
Loans Payable [Text Block] | 6 | LOANS PAYABLE | ||||
As of December 31, 2014 and March 31, 2014, the Company has the following loans: | ||||||
December 31, 2014 | March 31, 2014 | |||||
$ | $ | |||||
a) Lieberman Family Trust | ||||||
The loan carried interest of 10% per annum and was payable within 90 days of demand or upon successful completion of a capital raise for $2,711,700 (CAD $3 million). Formerly secured by way of partial assignment of the Company’s entitlement to its SR&ED tax credit refund from the Government of Canada for the year ended March 31, 2014. | - | 27,141 | ||||
b) Gaston-Dreyfus Remi | ||||||
The loan carried interest of 6% per annum and was payable on demand. The loan was secured by a general security agreement on all the assets of the Company. | - | 454,729 | ||||
c) Parvez Patel/Huda | ||||||
The loan was unsecured, carried interest of 2% per annum and was repayable on demand or successful completion of capital raise for $5,694,570 (CAD $6.3 million). | - | 100,766 | ||||
d) Pope & Co. | ||||||
The loan carried interest of 10% per annum and was payable within 90 days of demand or upon successful completion of a capital raise for $2,711,700 (CAD $3 million) by no later than June 30, 2014. Formerly secured by way of partial assignment of the Company’s entitlement to its SR&ED tax credit refund from the Government of Canada for the year ended March 31, 2014. | - | 189,510 | ||||
- | 772,146 | |||||
(a) | During the nine month period ended December 31, 2014, the loan from Lieberman Family Trust and accrued interest thereon was settled in exchange for 33,333 common shares (Note 8(xii)). | |||||
(b&c) | During the nine month period ended December 31, 2014, the Company repaid the loan of $452,350 ($500,000 CAD) from Gaston-Dreyfus Remi plus accrued interest and the loan of $99,517 ($110,000 CAD) plus accrued interest from Parvez Patel/Huda (both unrelated parties). | |||||
(d) | During the nine month period ended December 31, 2014, the Company repaid loans for $180,940 ($200,000 CAD) plus accrued interest of $12,138 ($13,417 CAD) 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 of BLC (Note 13(c)) at an exercise price of $0.23 per share for a period of up to two years. | |||||
On June 10, 2013, the Company agreed to the terms of a secured loan for $241,185 ($250,000 CAD) that bore interest at 10%, was secured by a general security agreement, and matured on the earlier of June 10, 2014, two days after receiving the 2013 SR&ED claim or within five days of an event of default. Events of default consisted of standard non-payment clauses. | ||||||
Under the terms of the loan agreement the lenders received an aggregate of 100,000 shares from the personal shareholdings of the founders as well as options to purchase 416,666 common shares. The shares contributed personally by the founders were valued based on the price of the most recent private placement in March 2013 at $0.60 CAD, see Note 8, which at the time of the loan was $0.58 for a fair value of $58,000 ($60,000 CAD). As detailed in Note 9, the fair value of the stock options was $106,185. The fair value of these instruments was then utilized to allocate the proceeds based on the relative fair values of the loan, the contributed shares and the options, resulting in a carrying value of $143,139 for the loan, $63,481 for the options and $34,565 for the shares. The values for the shares as contributed capital and the options aggregating to $98,046 were recognized in contributed surplus. | ||||||
The loan was repaid on November 15, 2013, and the Company recognized accretion of the full amount of the discount of $98,046 as imputed interest in the statements of operations and comprehensive loss for the year ended March 31, 2014. | ||||||
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||
Related Party Transactions [Abstract] | ||||||
Related Party Transactions Disclosure [Text Block] | 6 | RELATED PARTY TRANSACTIONS AND BALANCES | 7 | RELATED PARTY TRANSACTIONS AND BALANCES | ||
Due from related parties | Due from related parties | |||||
(a) | As of December 31, 2014, the Company has advances receivable from the Chief Operating Officer (“COO”) and Chief Technology Officer (“CTO”) for $44,986 (March 31, 2014 – $149,899 payable to). 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. During the period the Company repaid the loans provided as of March 31, 2014; 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 $44,986 as at December 31, 2014. | |||||
(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 | ||||||
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) (2013 - $Nil) was settled by issuance of 105,555 common shares to a former director (Note 8(xi)). | ||||
(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 December 31, 2014 there is $4,220 (March 31, 2014 - $16,235) owing to the Chief Executive Officer (“CEO”) and $5,930 (March 31, 2014 - $Nil) owing to the CTO, both of which are included in accounts payable. | |||||
Accounts payable and accrued liabilities | ||||||
(d) | As at December 31, 2014 there is $Nil (March 31, 2014 - $48,673) owing to a former director included in 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. | ||||||||||||||||||
CAPITAL_STOCK
CAPITAL STOCK | 9 Months Ended | |||||
Dec. 31, 2014 | ||||||
Equity [Abstract] | ||||||
Capital Stock [Text Block] | 8 | CAPITAL STOCK | ||||
Number of | Stated | |||||
Common | Value | |||||
Shares | $ | |||||
Balance, April 1, 2012 (i) | 9,000,000 | 5 | ||||
Issued under private placement (ii) | 291,667 | 170,815 | ||||
Issued on settlement of debt relating to prior period services (iii) | 200,000 | 117,192 | ||||
Issued under private placement (iv) | 895,834 | 519,420 | ||||
Cancellation of common stock (v) | -250,000 | - | ||||
Issued under private placement (vi) | 437,500 | 256,016 | ||||
Issued under private placement (vii) | 383,333 | 232,546 | ||||
Issued under private placement (viii) | 516,666 | 308,183 | ||||
Share issue costs | - | -34,583 | ||||
Balance, March 31, 2013 | 11,475,000 | 1,569,594 | ||||
Issued under private placement (ix) | 166,667 | 96,320 | ||||
Share issue costs | - | -7,329 | ||||
Balance, March 31, 2014 | 11,641,667 | 1,658,585 | ||||
Issued under private placement (x) | 3,430,756 | 2,616,062 | ||||
Issued on conversion and settlement of debt (xi), (xii), (xiii) | 321,748 | 239,746 | ||||
Issued on the exercise of options (xiv) | 416,667 | 335,060 | ||||
Share issue costs (x) | - | -11,609 | ||||
Balance December 31, 2014 | 15,810,838 | 4,837,844 | ||||
(i) | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2,1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | |||||
(ii) | In May, 2012, the Company issued through a private placement, 291,667 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $170,815. | |||||
(iii) | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | |||||
(iv) | In June, 2012, the Company issued through a private placement, 895,834 common shares at a price of $0.58 (0.60 CAD) per share for aggregate gross proceeds of $519,420. | |||||
(v) | In August, 2012, 125,000 common shares each issued to the two founders on March 24, 2011, for a total of 250,000 common shares were cancelled. | |||||
(vi) | In September, 2012, the Company issued through a private placement, 437,500 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $256,016. | |||||
(vii) | In December, 2012, the Company issued through a private placement, 383,333 common shares at a price of $0.61 (0.60 CAD) per share for aggregate gross proceeds of $232,546. | |||||
(viii) | In March 2013, the Company issued through a private placement, 516,666 common shares at a price of $0.60 (0.60 CAD) per share for aggregate gross proceeds of $308,183. $58,846 of the proceeds were not received as at March 31, 2013 and accordingly are presented as subscriptions receivable on the balance sheet. | |||||
(ix) | In June, 2013, the Company issued through a private placement, 166,667 common shares at a price of $0.58 ($0.60 CAD) per share for aggregate gross proceeds of $96,320. | |||||
(x) | In April, 2014, the Company completed a private placement issuing 3,182,978 common shares at a price of $0.82 ($0.90 CAD) per share for gross proceeds of $2,616,062 ($2,864,680 CAD). A former director of the Company assisted in securing a significant portion of this financing. As a result the Company issued 247,778 common shares as a finder’s fee to this director. The Company also incurred $11,609 in share issue costs related to the transaction. | |||||
(xi) | In May 2014, the Company issued 105,555 common shares to a director of the Company in exchange for the settlement of $87,638 ($95,000 CAD) of unsecured debt. | |||||
(xii) | In May 2014, the Company issued 33,333 common shares to the Libermann Family Trust in exchange for the settlement of $27,585 ($30,000 CAD) of unsecured debt. | |||||
(xiii) | In June, 2014, the Company issued 182,860 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 ($131,659 CAD) and was converted at a 20% discount to the $0.68 ($0.90 CAD) April 2014 private placement. | |||||
(xiv) | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. | |||||
STOCK_OPTIONS
STOCK OPTIONS | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | ||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8 | STOCK OPTIONS | 9 | 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. | The Company has a stock option plan, the purpose of which is to attract, retain and motivate persons connected 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. | 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 eight (8%) 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 June 10, 2013, the Company issued 416,667 options to a shareholder. The options vested immediately and have an exercise price of $0.52 ($0.60 CAD) per share and a time to expiration of one year. These options were valued at $106,185. These options were exercised during the year (Note 8(xiv)). | ||||||||||||||||||||||||
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 April 11, 2014 and June 20, 2014 the Company issued 209,000 and 84,000 options to employees and a consultant at an exercise price of $0.52 ($0.60 CAD) and $0.77 ($0.90 CAD), respectively, which all vest one-third on grant date and two thirds equally over the subsequent two years on the anniversary date. These options were valued at $153,348 and $61,142 respectively and have a time to expiration of seven years. During the period ended December 31, 2014, 40,000 of the April issuance were cancelled, which is included in a total of $112,573 that has been recorded as stock-based compensation related to the vesting of these stock options. | ||||||||||||||||||||||||
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. | On July 1, 2014, the Company issued a further 945,000 options to employees of the Company, at an exercise price of $0.77 ($0.90 CAD), which vest 90 days after the close of a reverse merger transaction with a concurrent private placement raising a minimum of $6,000,000, see Notes 13 (c) to (f). These options were valued at $719,835 and have a time to expiration of seven years. | ||||||||||||||||||||||||
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: | These options were valued using the Black-Scholes option pricing model with the following key assumptions: | ||||||||||||||||||||||||
February 17, | July 1, | June 20, | April 11, | Expected life | 7 years | ||||||||||||||||||||
2015 | 2014 | 2014 | 2014 | Risk free rate | 1.59 | % | |||||||||||||||||||
Expected life in years | 5 | 4.35 | 6.32 | 4.14 | Dividend yield | 0 | % | ||||||||||||||||||
Risk free rate | 1.59 | % | 1.59 | % | 1.59 | % | 1.59 | % | Forfeiture rate | 0 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | Volatility (based upon similar public companies) | 114 | % | ||||||||||||||
Forfeiture rate | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Expected volatility | 114 | % | 114 | % | 114 | % | 114 | % | A summary of the Company’s outstanding and exercisable options is as follows: | ||||||||||||||||
A summary of the Company’s outstanding options is as follows: | Number of | Weighted Average | Weighted Average | ||||||||||||||||||||||
options | Exercise Price | Remaining Contract Life | |||||||||||||||||||||||
Number of Options | Weighted-Average Exercise | # | $ | (Years) | |||||||||||||||||||||
Price ($) | Outstanding, March 31, 2012 and 2013 | - | - | - | |||||||||||||||||||||
Outstanding, December 31, 2013 | 1,310,665 | 0.19 | Granted during the year | 416,667 | 0.52 | - | |||||||||||||||||||
Exercised | -1,310,665 | 0.19 | Outstanding March 31, 2014 | 416,667 | 0.52 | 0.2 | |||||||||||||||||||
Issued | 3,894,252 | 0.22 | Exercised during the period | -416,667 | 0.52 | - | |||||||||||||||||||
Cancelled | -125,824 | 0.17 | Granted during the period | 1,238,000 | 0.73 | 7 | |||||||||||||||||||
Outstanding, December 31, 2014 | 3,768,428 | 0.22 | Cancelled during the period | -40,000 | 0.52 | - | |||||||||||||||||||
Cancelled as a result of Acquisition Transaction | -3,768,428 | 0.22 | Outstanding, December 31, 2014 | 1,198,000 | 0.74 | 6.72 | |||||||||||||||||||
Re-issued as part of Acquisition Transaction | 3,768,428 | 0.22 | |||||||||||||||||||||||
Issued | 314,560 | 0.23 | |||||||||||||||||||||||
Outstanding, March 31, 2015 | 4,082,988 | 0.22 | |||||||||||||||||||||||
The following is a summary of stock options outstanding as of March 31, 2015: | |||||||||||||||||||||||||
Exercise Price ($) | 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-22 | 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 | 9 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies Disclosure [Text Block] | 10 | CONTINGENCIES | 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. | 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. | |||
INCOME_TAXES
INCOME TAXES | 9 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Tax Disclosure [Abstract] | |||||||||||
Income Tax Disclosure [Text Block] | 11 | INCOME TAXES | |||||||||
9 month periods | Years ended | ||||||||||
ended | |||||||||||
December 31, 2014 | March 31, 2014 | March 31, 2013 | |||||||||
$ | $ | $ | |||||||||
Components of net loss before income taxes consists of the following: | |||||||||||
U.S. | - | - | - | ||||||||
Canada | -2,464,747 | -1,451,769 | -937,059 | ||||||||
-2,464,747 | -1,451,769 | -937,059 | |||||||||
2014 | 2014 | 2013 | |||||||||
$ | $ | $ | |||||||||
Net loss before recovery of income taxes | -2,464,747 | -1,451,769 | -937,059 | ||||||||
Statutory rate | 26.5 | % | 26.5 | % | 26.5 | % | |||||
Expected income tax recovery | -653,158 | -384,719 | -248,321 | ||||||||
Other basis adjustment | -29,109 | -6,966 | -8,576 | ||||||||
Non-deductible expenses | 193,305 | 148,936 | -38,493 | ||||||||
Change in valuation allowance | 488,962 | 242,749 | 295,390 | ||||||||
Recovery of income taxes | - | - | - | ||||||||
The components of deferred taxes are as follows: | |||||||||||
2014 | 2014 | 2013 | |||||||||
$ | $ | $ | |||||||||
Deferred tax assets | |||||||||||
Current | |||||||||||
- | 403 | - | |||||||||
Valuation allowance | - | -403 | - | ||||||||
- | - | - | |||||||||
Long-term | $ | $ | $ | ||||||||
Unrealized tax credits | - | 19,591 | 19,721 | ||||||||
Property and equipment | 36,940 | 23,985 | - | ||||||||
Share issue costs | 7,137 | 6,461 | 7,228 | ||||||||
SR&ED pool | 162,350 | - | - | ||||||||
Other | 18,621 | - | - | ||||||||
Net operating losses | 812,522 | 529,889 | 310,228 | ||||||||
Valuation allowance | -1,037,570 | -579,926 | -337,177 | ||||||||
- | - | - | |||||||||
RISK_MANAGEMENT
RISK MANAGEMENT | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | ||||
Risks and Uncertainties [Abstract] | |||||
Concentration Risk Disclosure [Text Block] | 11 | RISK MANAGEMENT | 12 | 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. | The Company’s cash balances are maintained in various banks in Canada. 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 | ||||
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. | 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 | ||||
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. | Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as 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. | 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. | During the nine months ended December 31, 2014, the Company raised gross proceeds of $2,616,062 from issuances of common shares and raised $228,875 from the exercise of options. The future of the Company is dependent upon its ability to obtain financing and upon achieving profitable operations. Subsequent to period end the Company raised approximately $10,363,000 concurrent with a transaction with Drywave Technologies Inc. (“Drywave”), a U.S public company, see Note 13(c). While the Company has been successful in securing such financing in the past, there is no assurance that it will be able to do so in the future. | ||||
Based on management’s assessment of the Company’s cash flow, and the financing completed subsequent to period end (Note 13(c)), management believes the Company has sufficient cash to sustain operations for an additional 12 month period. | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||
Subsequent Events [Abstract] | ||||||
Subsequent Events [Text Block] | 12 | SUBSEQUENT EVENTS | 13 | 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. | (a) | On January 21, 2015, the Company received a $500,000 loan from a third party which bears interest at 5% per annum and is convertible into common shares of the Company should the transaction to raise at least $6,000,000 be completed (Note 13(c)). On February 26, 2015, the transaction was completed and the loan was converted into common shares. | |||
(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. | (b) | On February 25, 2015, 262,904 common shares of BLC (Note 13(c)) were issued to two former lenders connected with a $241,185 ($250,000 CAD) loan received and repaid during fiscal 2013. In addition, as part of the consideration for the initial loan the CTO and COO had transferred 100,000 shares to the lenders and a further 83,574 additional common shares of BLC (Note 13(c)). The CTO and COO, will be reimbursed for the shares transferred after giving effect to the exchange ratio for BLC (Note 13(c)). | |||
(c) | On February 26, 2015, the Company (“Bionik Canada”) finalized a Share Exchange Agreement with Bionik Laboratories Corp. (“BLC” formerly known as Drywave Technologies Inc.) 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 BLC. In addition BLC issued one share of its Special Preferred Voting Stock (the “Special Preferred Share”). Immediately prior to the closing of the Acquisition Transaction, BLC transferred all of the business, properties, assets, operations and liabilities to two former officers and directors of BLC 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, BLC commenced operations through Bionik Canada which by virtue of the Acquisition Transaction is now a reporting issuer through BLC’s listing on the OTC Pink marketplace. | ||||||
As a result of the shareholders of Bionik Canada having a controlling interest in BLC 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 BLC with Bionik Canada being the accounting acquirer even though the legal acquirer is Bionik. | ||||||
Concurrently with the closing of the Acquisition Transaction on February 26, 2015, BLC 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 BLC, and a warrant to purchase one common share of BLC at an exercise price of $1.40 per share exercisable for 4 years. BLC 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. | ||||||
(d) | Immediately following the Acquisition Transaction and the First Closing, 6,000,000 shares of common stock were held by existing BLC 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 BLC as a single class through the one issued and outstanding Special Preferred Share. | |||||
(e) | On March 27, 2015, BLC 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 BLC, and a warrant to purchase one common share of BLC at an exercise price of $1.40 per share exercisable for 4 years. BLC 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. | |||||
(f) | On March 31, 2015, BLC 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 BLC, and a warrant to purchase one common share of BLC at an exercise price of $1.40 per share exercisable for 4 years. BLC 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. | |||||
(g) | On April 21, 2015, BLC sold to accredited investors a fourth closing of the Offering, 3,115,000 Units for gross proceeds of $2,492,000 at the Purchase Price. Each Unit consisted of one common share of BLC, and a warrant to purchase one common share of BLC at an exercise price of $1.40 per share exercisable for 4 years. BLC incurred share issue costs related to the transaction of $338,960 and issued 311,500 broker warrants exercisable at $0.80 for a period of 4 years. | |||||
(h) | On February 17, 2015 BLC issued 100,000 options to a director, employees and a consultant with an exercise price of $0.77 and expiry of seven years. The options vest one third immediately and two thirds over the subsequent two anniversary dates with an expiry of seven years. As a result of the Acquisition Transaction, these options were amended to constitute 314,560 options with an exercise price of $0.23. The fair value of the options, remeasured at the date of the Acquisition Transaction, was $136,613. | |||||
(i) | Subsequent to year end the Company lent a third party $150,000 under normal commercial terms. The loan carries an interest rate of 5% payable semi-yearly and is secured to all assets of the Company. The loan is repayable in 18 months. | |||||
(j) | Upon the close of the Acquisition Transaction, the condition was met on the 945,000 stock options issued to management of the Company, see Note 9, and accordingly the options will vest 90 days from the close of the Acquisition Transaction. As a result of the Acquisition Transaction, these options were amended to constitute 2,972,592 options with an exercise price of $0.23 and will vest on May 27, 2015. The fair value of the options, remeasured at the date of the Acquisition Transaction, was $1,259,487. | |||||
Further, as a result of the Acquisition Transaction, the options issued on April 11, 2014 and June 20, 2014 (Note 9) were amended to constitute 531,606 and 264,230 options of BLC, respectively, with an exercise price of $0.165 and $0.23, respectively. The fair value of the options, remeasured at the date of the Acquisition Transaction, for the 531,606 April issuance and the 264,230 June issuance was $230,930 and $118,957, respectively. | ||||||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | ||
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 | 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. | “Income Taxes (Topic - 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists” (“ASU 2013-11”) issued in July 2013 provides guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013. | ||
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. | 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, 2016. Early adoption is not permitted. The impact on the Company’s Financial Statements of adopting ASU 2014-09 is being 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. | 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 Company’s Financial Statements of adopting ASU 2014-15 is being 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 financial statements. | |||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation | 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. | The Company’s functional currency is the Canadian dollar and its reporting currency is the US dollar. The financial statements have been translated into US dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830. All assets and liabilities with Canadian dollars as functional currency are translated at the exchange rate on the balance sheet date, shareholders' equity and share issuances are translated at the historical rates and the statements of operations and cash flows are translated at the average exchange rate for the year. The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity (deficiency). | ||
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). | |||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates made by management include: investment tax credit receivable (see note 3) and the valuation allowance for deferred tax assets. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment | ||
Equipment is recorded at cost. Depreciation is computed using the declining balance method, over the estimated useful lives of these assets. The costs of improvements that extend the life of equipment are capitalized. All ordinary repair and maintenance costs are expensed as incurred. Equipment is depreciated as follows: | |||
Computers and electronics | 50% per annum | ||
Furniture and fixtures | 20% per annum | ||
Tools and parts | 20% per annum | ||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||
The Company has yet to recognize any revenue. The Company intends to record revenue when it is realized, or realizable and earned. The Company will consider revenue to be realized, or realizable and earned, when the following revenue recognition requirements are met: persuasive evidence of an arrangement exists; the products or services have been accepted by the customer via delivery or acceptance; the sales price is fixed or determinable; and collectability is reasonably assured. | |||
Government Grant and Input Tax Credit Recoveries [Policy Text Block] | Government Grant and Input Tax Credit Recoveries | ||
The Company receives certain grant and input tax credit recoveries from the Canadian government in compensation for eligible expenditures. These are presented as other income in the statements of operations and comprehensive loss as they generally relate to a number of the Company’s operating expenses, such as salaries and benefits, research and development and professional and consulting fees. The recoveries are recognized in the corresponding period when it is certain that such grant and input tax credit recoveries will be received. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||
Cash and cash equivalents include highly liquid investments with original terms to maturity of 90 days or less at the date of purchase. For all periods presented cash and cash equivalents consisted entirely of cash. | |||
Research and Development Expense, Policy [Policy Text Block] | Research and Development | ||
The Company is engaged in research and development work. Research and development costs are charged as operating expense of the Company as incurred. | |||
Segment Reporting, Policy [Policy Text Block] | Segment Reporting | ||
ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for the way that public business enterprises report information about operating segments in the Company’s financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s does not have any reportable segments. All of its operations and assets are domiciled in Canada. | |||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||
Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on Bionik’s income tax provision and results of operations. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | ||
ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. | |||
The carrying amounts reported in the balance sheets for cash and cash equivalents, other receivables, accounts payable and accrued liabilities, convertible secured promissory note and due to / from related parties approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Per ASC Topic 820 framework these are considered Level 2 inputs where inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||
For the loans payable, the Company believes the carrying value of the loans payable approximates fair value as the interest rates are market rates. | |||
There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014 nor March 31, 2014. | |||
Derivatives, Reporting of Derivative Activity [Policy Text Block] | Derivative Financial Instruments | ||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. | |||
The Company reviews the terms of convertible loans, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. | |||
Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received an immediate charge to income is recognized in order to initially record the derivative instrument liabilities at their fair value. | |||
The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. | |||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | |||
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share | ||
Basic and diluted loss per share has been determined by dividing the net loss available to shareholders for the applicable period by the basic and diluted weighted average number of shares outstanding, respectively. The diluted weighted average number of shares outstanding is calculated as if all dilutive options had been exercised or vested at the later of the beginning of the reporting period or date of grant, using the treasury stock method. The dilutive effect of convertible loans is reflected in diluted weighted average number of shares using the if-converted method, when there is a dilutive effect. | |||
Loss per common share is computed by dividing the net loss by the weighted average number of shares of common shares outstanding during the period. Common share equivalents are excluded from the computation of diluted loss per share when their effect is anti-dilutive. | |||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | ||
The Company follows the ASC Topic 360, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. In performing the review for recoverability, if future undiscounted cash flows (excluding interest charges) from the use and ultimate disposition of the assets are less than their carrying values, an impairment loss represented by the difference between its fair value and carrying value, is recognized. When properties are classified as held for sale they are recorded at the lower of the carrying amount or the expected sales price less costs to sell. | |||
Recently Adopted Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements | ||
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminated the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 are effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 for its financial statements and accordingly has removed the inception-to-date information. | |||
“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, (“ASU 2013-2”) issued in February 2013 requires entities to disclose additional information for items reclassified out of accumulated other comprehensive income (“AOCI”). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected line item of net income. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income, provided that all the information is disclosed in a single location. However, an entity is prohibited from providing this information parenthetically on the face of the statement that reports net income, if it has items that are not reclassified in their entirety into net income. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the financial statements of the Company. | |||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Property, Plant and Equipment, Depreciation Percentage [Table Text Block] | Equipment is depreciated as follows: | |
Computers and electronics | 50% per annum | |
Furniture and fixtures | 20% per annum | |
Tools and parts | 20% per annum | |
PREPAID_EXPENSES_AND_OTHER_REC1
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 3 Months Ended | 9 Months Ended | ||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | March 31, | December 31, | December 31, | March 31, | ||||||||
2015 | 2014 | 2014 | 2014 | |||||||||
$ | $ | $ | $ | |||||||||
Prepaid expenses and sundry receivables | 6,242 | 18,172 | Prepaid expenses and sundry receivables | 18,172 | 11,700 | |||||||
Prepaid insurance | 126,771 | 40,630 | Prepaid insurance | 40,630 | - | |||||||
Sales taxes receivable (i) | 25,406 | 22,328 | IRAP Grant receivable (i) | - | 63,300 | |||||||
158,419 | 81,130 | Investment tax credit receivable (ii) | - | 408,506 | ||||||||
Sales taxes receivable (iii) | 22,328 | 22,281 | ||||||||||
81,130 | 505,787 | |||||||||||
(i) | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. | |||||||||||
i) | Industrial Research Assistance Program (“IRAP”) grant receivable is the value of claim receivable from the Government of Canada for recovery of eligible expenditures. The grant proceeds are recognized as ‘Other Income’ in the statements of operations and comprehensive loss, when received. | |||||||||||
ii) | Investment tax credit receivable is the estimated Scientific Research and Experimental Development (“SR&ED”) claim receivable from the Government of Canada for input tax credits that are granted on qualifying SR&ED expenditures. The recovery, which was received in November 2014, is recognized as ‘Other Income’ in the statements of operations and comprehensive loss. | |||||||||||
iii) | 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 | 9 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||||||||||||||||||||||||
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. | Equipment consists of the following as at December 31, 2014 and March 31, 2014 | ||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | December 31, 2014 | March 31, 2014 | |||||||||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||||
Depreciation | Depreciation | Depreciation | Depreciation | |||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Computers and electronics | 107,369 | 33,933 | 73,436 | 77,650 | 27,438 | 50,212 | Computers and electronics | 77,650 | 27,438 | 50,212 | - | - | - | |||||||||||||||
Furniture and fixtures | 23,832 | 7,689 | 16,143 | 24,909 | 7,325 | 17,584 | Furniture and fixtures | 24,909 | 7,325 | 17,584 | 11,194 | 4,442 | 6,752 | |||||||||||||||
Tools and parts | 12,100 | 1,050 | 11,050 | 11,913 | 1,787 | 10,126 | Tools and parts | 11,913 | 1,787 | 10,126 | - | - | - | |||||||||||||||
143,301 | 42,672 | 100,629 | 114,472 | 36,550 | 77,922 | 114,472 | 36,550 | 77,922 | 11,194 | 4,442 | 6,752 | |||||||||||||||||
LOANS_PAYABLE_Tables
LOANS PAYABLE (Tables) | 9 Months Ended | |||||
Dec. 31, 2014 | ||||||
Debt Disclosure [Abstract] | ||||||
Schedule of Debt [Table Text Block] | As of December 31, 2014 and March 31, 2014, the Company has the following loans: | |||||
December 31, 2014 | March 31, 2014 | |||||
$ | $ | |||||
a) Lieberman Family Trust | ||||||
The loan carried interest of 10% per annum and was payable within 90 days of demand or upon successful completion of a capital raise for $2,711,700 (CAD $3 million). Formerly secured by way of partial assignment of the Company’s entitlement to its SR&ED tax credit refund from the Government of Canada for the year ended March 31, 2014. | - | 27,141 | ||||
b) Gaston-Dreyfus Remi | ||||||
The loan carried interest of 6% per annum and was payable on demand. The loan was secured by a general security agreement on all the assets of the Company. | - | 454,729 | ||||
c) Parvez Patel/Huda | ||||||
The loan was unsecured, carried interest of 2% per annum and was repayable on demand or successful completion of capital raise for $5,694,570 (CAD $6.3 million). | - | 100,766 | ||||
d) Pope & Co. | ||||||
The loan carried interest of 10% per annum and was payable within 90 days of demand or upon successful completion of a capital raise for $2,711,700 (CAD $3 million) by no later than June 30, 2014. Formerly secured by way of partial assignment of the Company’s entitlement to its SR&ED tax credit refund from the Government of Canada for the year ended March 31, 2014. | - | 189,510 | ||||
- | 772,146 | |||||
(a) | During the nine month period ended December 31, 2014, the loan from Lieberman Family Trust and accrued interest thereon was settled in exchange for 33,333 common shares (Note 8(xii)). | |||||
(b&c) | During the nine month period ended December 31, 2014, the Company repaid the loan of $452,350 ($500,000 CAD) from Gaston-Dreyfus Remi plus accrued interest and the loan of $99,517 ($110,000 CAD) plus accrued interest from Parvez Patel/Huda (both unrelated parties). | |||||
(d) | During the nine month period ended December 31, 2014, the Company repaid loans for $180,940 ($200,000 CAD) plus accrued interest of $12,138 ($13,417 CAD) 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 of BLC (Note 13(c)) at an exercise price of $0.23 per share for a period of up to two years. | |||||
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. | |||||||||||||||||
CAPITAL_STOCK_Tables
CAPITAL STOCK (Tables) | 9 Months Ended | |||||
Dec. 31, 2014 | ||||||
Equity [Abstract] | ||||||
Schedule of Stock by Class [Table Text Block] | Number of | Stated | ||||
Common | Value | |||||
Shares | $ | |||||
Balance, April 1, 2012 (i) | 9,000,000 | 5 | ||||
Issued under private placement (ii) | 291,667 | 170,815 | ||||
Issued on settlement of debt relating to prior period services (iii) | 200,000 | 117,192 | ||||
Issued under private placement (iv) | 895,834 | 519,420 | ||||
Cancellation of common stock (v) | -250,000 | - | ||||
Issued under private placement (vi) | 437,500 | 256,016 | ||||
Issued under private placement (vii) | 383,333 | 232,546 | ||||
Issued under private placement (viii) | 516,666 | 308,183 | ||||
Share issue costs | - | -34,583 | ||||
Balance, March 31, 2013 | 11,475,000 | 1,569,594 | ||||
Issued under private placement (ix) | 166,667 | 96,320 | ||||
Share issue costs | - | -7,329 | ||||
Balance, March 31, 2014 | 11,641,667 | 1,658,585 | ||||
Issued under private placement (x) | 3,430,756 | 2,616,062 | ||||
Issued on conversion and settlement of debt (xi), (xii), (xiii) | 321,748 | 239,746 | ||||
Issued on the exercise of options (xiv) | 416,667 | 335,060 | ||||
Share issue costs (x) | - | -11,609 | ||||
Balance December 31, 2014 | 15,810,838 | 4,837,844 | ||||
(i) | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2,1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | |||||
(ii) | In May, 2012, the Company issued through a private placement, 291,667 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $170,815. | |||||
(iii) | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | |||||
(iv) | In June, 2012, the Company issued through a private placement, 895,834 common shares at a price of $0.58 (0.60 CAD) per share for aggregate gross proceeds of $519,420. | |||||
(v) | In August, 2012, 125,000 common shares each issued to the two founders on March 24, 2011, for a total of 250,000 common shares were cancelled. | |||||
(vi) | In September, 2012, the Company issued through a private placement, 437,500 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $256,016. | |||||
(vii) | In December, 2012, the Company issued through a private placement, 383,333 common shares at a price of $0.61 (0.60 CAD) per share for aggregate gross proceeds of $232,546. | |||||
(viii) | In March 2013, the Company issued through a private placement, 516,666 common shares at a price of $0.60 (0.60 CAD) per share for aggregate gross proceeds of $308,183. $58,846 of the proceeds were not received as at March 31, 2013 and accordingly are presented as subscriptions receivable on the balance sheet. | |||||
(ix) | In June, 2013, the Company issued through a private placement, 166,667 common shares at a price of $0.58 ($0.60 CAD) per share for aggregate gross proceeds of $96,320. | |||||
(x) | In April, 2014, the Company completed a private placement issuing 3,182,978 common shares at a price of $0.82 ($0.90 CAD) per share for gross proceeds of $2,616,062 ($2,864,680 CAD). A former director of the Company assisted in securing a significant portion of this financing. As a result the Company issued 247,778 common shares as a finder’s fee to this director. The Company also incurred $11,609 in share issue costs related to the transaction. | |||||
(xi) | In May 2014, the Company issued 105,555 common shares to a director of the Company in exchange for the settlement of $87,638 ($95,000 CAD) of unsecured debt. | |||||
(xii) | In May 2014, the Company issued 33,333 common shares to the Libermann Family Trust in exchange for the settlement of $27,585 ($30,000 CAD) of unsecured debt. | |||||
(xiii) | In June, 2014, the Company issued 182,860 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 ($131,659 CAD) and was converted at a 20% discount to the $0.68 ($0.90 CAD) April 2014 private placement. | |||||
(xiv) | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. | |||||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | ||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | These options granted and revalued during the period ended March 31, 2015 were valued using the Black-Scholes option pricing model with the following key assumptions: | These options were valued using the Black-Scholes option pricing model with the following key assumptions: | |||||||||||||||||||||||
February 17, | July 1, | June 20, | April 11, | Expected life | 7 years | ||||||||||||||||||||
2015 | 2014 | 2014 | 2014 | Risk free rate | 1.59 | % | |||||||||||||||||||
Expected life in years | 5 | 4.35 | 6.32 | 4.14 | Dividend yield | 0 | % | ||||||||||||||||||
Risk free rate | 1.59 | % | 1.59 | % | 1.59 | % | 1.59 | % | Forfeiture rate | 0 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | Volatility (based upon similar public companies) | 114 | % | ||||||||||||||
Forfeiture rate | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Expected volatility | 114 | % | 114 | % | 114 | % | 114 | % | |||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s outstanding options is as follows: | A summary of the Company’s outstanding and exercisable options is as follows: | |||||||||||||||||||||||
Number of Options | Weighted-Average Exercise | Number of | Weighted Average | Weighted Average | |||||||||||||||||||||
Price ($) | options | Exercise Price | Remaining Contract Life | ||||||||||||||||||||||
Outstanding, December 31, 2013 | 1,310,665 | 0.19 | # | $ | (Years) | ||||||||||||||||||||
Exercised | -1,310,665 | 0.19 | Outstanding, March 31, 2012 and 2013 | - | - | - | |||||||||||||||||||
Issued | 3,894,252 | 0.22 | Granted during the year | 416,667 | 0.52 | - | |||||||||||||||||||
Cancelled | -125,824 | 0.17 | Outstanding March 31, 2014 | 416,667 | 0.52 | 0.2 | |||||||||||||||||||
Outstanding, December 31, 2014 | 3,768,428 | 0.22 | Exercised during the period | -416,667 | 0.52 | - | |||||||||||||||||||
Cancelled as a result of Acquisition Transaction | -3,768,428 | 0.22 | Granted during the period | 1,238,000 | 0.73 | 7 | |||||||||||||||||||
Re-issued as part of Acquisition Transaction | 3,768,428 | 0.22 | Cancelled during the period | -40,000 | 0.52 | - | |||||||||||||||||||
Issued | 314,560 | 0.23 | Outstanding, December 31, 2014 | 1,198,000 | 0.74 | 6.72 | |||||||||||||||||||
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 ($) | Number of Options | Expiry Date | Number of Exercisable | ||||||||||||||||||||||
Options | |||||||||||||||||||||||||
0.165 | 531,606 | 11-Apr-21 | 177,202 | ||||||||||||||||||||||
0.23 | 264,230 | 20-Jun-21 | 88,077 | ||||||||||||||||||||||
0.23 | 2,972,592 | 1-Jul-21 | - | ||||||||||||||||||||||
0.23 | 314,560 | 17-Feb-22 | 104,853 | ||||||||||||||||||||||
4,082,988 | 370,132 | ||||||||||||||||||||||||
WARRANTS_Tables
WARRANTS (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||
Schedule Of Share Based Compensation Stock Purchase Warrants Activity [Table Text Block] | The following is a continuity schedule of the Company's common share purchase warrants: | |||||||||
Weighted-Average | ||||||||||
Number of Warrants | Exercise Price ($) | |||||||||
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 | ||||||||||
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. | ||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Tax Disclosure [Abstract] | |||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 9 month periods | Years ended | |||||||||
ended | |||||||||||
December 31, 2014 | March 31, 2014 | March 31, 2013 | |||||||||
$ | $ | $ | |||||||||
Components of net loss before income taxes consists of the following: | |||||||||||
U.S. | - | - | - | ||||||||
Canada | -2,464,747 | -1,451,769 | -937,059 | ||||||||
-2,464,747 | -1,451,769 | -937,059 | |||||||||
2014 | 2014 | 2013 | |||||||||
$ | $ | $ | |||||||||
Net loss before recovery of income taxes | -2,464,747 | -1,451,769 | -937,059 | ||||||||
Statutory rate | 26.5 | % | 26.5 | % | 26.5 | % | |||||
Expected income tax recovery | -653,158 | -384,719 | -248,321 | ||||||||
Other basis adjustment | -29,109 | -6,966 | -8,576 | ||||||||
Non-deductible expenses | 193,305 | 148,936 | -38,493 | ||||||||
Change in valuation allowance | 488,962 | 242,749 | 295,390 | ||||||||
Recovery of income taxes | - | - | - | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of deferred taxes are as follows: | ||||||||||
2014 | 2014 | 2013 | |||||||||
$ | $ | $ | |||||||||
Deferred tax assets | |||||||||||
Current | |||||||||||
- | 403 | - | |||||||||
Valuation allowance | - | -403 | - | ||||||||
- | - | - | |||||||||
Long-term | $ | $ | $ | ||||||||
Unrealized tax credits | - | 19,591 | 19,721 | ||||||||
Property and equipment | 36,940 | 23,985 | - | ||||||||
Share issue costs | 7,137 | 6,461 | 7,228 | ||||||||
SR&ED pool | 162,350 | - | - | ||||||||
Other | 18,621 | - | - | ||||||||
Net operating losses | 812,522 | 529,889 | 310,228 | ||||||||
Valuation allowance | -1,037,570 | -579,926 | -337,177 | ||||||||
- | - | - | |||||||||
NATURE_OF_OPERATIONS_Details_T
NATURE OF OPERATIONS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Working Capital Surplus (Deficit) | $5,783,276 | ($781,378) | ($128,361) | ($781,378) | |||
Stockholders' Equity Attributable to Parent | 5,883,905 | -774,626 | -50,439 | -710,982 | -774,626 | 471,822 | -183,721 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | ($1,221,894) | ($63,644) | ($2,489,137) | ($1,429,108) | ($1,433,485) | ($914,046) | |
Common Stock, Shares Authorized | 150,000,000 | 200,000,000 | |||||
Entity Incorporation, Date of Incorporation | 8-Jan-10 | ||||||
Common Stock Authorized | Unlimited | ||||||
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% |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Dec. 31, 2014 | |
Office Equipment [Member] | |
Percentage Of Depreciated Per Annum | 50.00% |
Furniture and Fixtures [Member] | |
Percentage Of Depreciated Per Annum | 20.00% |
Tools, Dies and Molds [Member] | |
Percentage Of Depreciated Per Annum | 20.00% |
PREPAID_EXPENSES_AND_OTHER_REC2
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |||
Prepaid Expense And Other Receivables [Line Items] | ||||||
Prepaid expenses and sundry receivables | $6,242 | $18,172 | $11,700 | |||
Prepaid insurance | 126,771 | 40,630 | 0 | |||
IRAP Grant receivable | 63,300 | [1] | ||||
Investment tax credit receivable | 408,506 | [2] | ||||
Sales taxes receivable | 25,406 | [3] | 22,328 | [3] | 22,281 | [3] |
Prepaid Expense and Other Assets | $158,419 | $81,130 | $505,787 | |||
[1] | Industrial Research Assistance Program (bIRAPb) grant receivable is the value of claim receivable from the Government of Canada for recovery of eligible expenditures. The grant proceeds are recognized as bOther Incomeb in the statements of operations and comprehensive loss, when received. | |||||
[2] | Investment tax credit receivable is the estimated Scientific Research and Experimental Development (bSR&EDb) claim receivable from the Government of Canada for input tax credits that are granted on qualifying SR&ED expenditures. The recovery, which was received in November 2014, is recognized as bOther Incomeb in the statements of operations and comprehensive loss. | |||||
[3] | 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 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $143,301 | $114,472 | $11,194 |
AccumulatedDepreciation | 42,672 | 36,550 | 4,442 |
Property, Plant and Equipment, Net | 100,629 | 77,922 | 6,752 |
Computers and Electronics [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 107,369 | 77,650 | 0 |
AccumulatedDepreciation | 33,933 | 27,438 | 0 |
Property, Plant and Equipment, Net | 73,436 | 50,212 | 0 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 23,832 | 24,909 | 11,194 |
AccumulatedDepreciation | 7,689 | 7,325 | 4,442 |
Property, Plant and Equipment, Net | 16,143 | 17,584 | 6,752 |
Tools and Parts [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 12,100 | 11,913 | 0 |
AccumulatedDepreciation | 1,050 | 1,787 | 0 |
Property, Plant and Equipment, Net | $11,050 | $10,126 | $0 |
EQUIPMENT_Details_Textual
EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $10,412 | $423 | $34,036 | $1,349 | $1,772 | $2,330 |
Payments to Acquire Machinery and Equipment | $38,820 | $0 | $109,316 | $4,557 | $0 | $8,695 |
CONVERTIBLE_SECURED_PROMISSORY1
CONVERTIBLE SECURED PROMISSORY NOTE (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Jun. 10, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | 9-May-14 | Feb. 28, 2014 | |
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
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 | 10-Jun-14 | 28-Feb-14 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $27,677 | |||||||||
Debt Instrument, Interest Rate Terms | prime plus 1% | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | ||||||||
Interest Expense, Debt | 179 | 17,124 | 0 | 0 | 19,223 | 0 | ||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | 105,262 | 105,262 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||
Debt Instrument, Description | 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, Basis Spread on Variable Rate | 1.00% | |||||||||
Debt Instrument, Unamortized Discount | 16,238 | 16,238 | ||||||||
Interest Expense, Debt | $27,677 | $55,647 | $3,939 | $7,282 | ||||||
Fair Value Inputs, Discount Rate | 20.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.81 |
LOANS_PAYABLE_Details
LOANS PAYABLE (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 | ||
Loans Payable, Current | $0 | $772,146 | ||
Lieberman Family Trust [Member] | ||||
Loans Payable, Current | 0 | [1] | 27,141 | [1] |
Gaston-Dreyfus Remi [Member] | ||||
Loans Payable, Current | 0 | [2] | 454,729 | [2] |
Parvez Patel/Huda [Member] | ||||
Loans Payable, Current | 0 | [2] | 100,766 | [2] |
Pope Co. [Member] | ||||
Loans Payable, Current | $0 | [3] | $189,510 | [3] |
[1] | During the nine month period ended December 31, 2014, the loan from Lieberman Family Trust and accrued interest thereon was settled in exchange for 33,333 common shares (Note 8(xii)). | |||
[2] | During the nine month period ended December 31, 2014, the Company repaid the loan of $452,350 ($500,000 CAD) from Gaston-Dreyfus Remi plus accrued interest and the loan of $99,517 ($110,000 CAD) plus accrued interest from Parvez Patel/Huda (both unrelated parties). | |||
[3] | During the nine month period ended December 31, 2014, the Company repaid loans for $180,940 ($200,000 CAD) plus accrued interest of $12,138 ($13,417 CAD) 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 of BLC (Note 13(c)) at an exercise price of $0.23 per share for a period of up to two years. |
LOANS_PAYABLE_Details_Textual
LOANS PAYABLE (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 10, 2013 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Conversion, Converted Instrument, Shares Issued | 33,333 | ||||
Secured Debt | $241,185 | ||||
Debt Instrument, Maturity Date | 10-Jun-14 | 28-Feb-14 | |||
Stock To Be Issued Upon Conversion of Stock Option | 416,666 | ||||
Share Price | $0.58 | ||||
Debt Conversion, Original Debt, Amount | 58,000 | ||||
Fair Value of Stock Option Issued | 106,185 | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 349,522 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.35 | ||||
Warrants Expiration Period | 2 years | ||||
Accretion of Discount | 98,046 | ||||
Relative Fair Value of Options Issued and Contributed Capital from Shareholders | 98,046 | ||||
Lenders Received Shares From Personal Shareholdings Of Founders | 100,000 | ||||
Loans Payable [Member] | |||||
Debt Instrument, Fair Value Disclosure | 143,139 | ||||
Employee Stock Option [Member] | |||||
Debt Instrument, Fair Value Disclosure | 63,481 | ||||
Common Stock [Member] | |||||
Debt Instrument, Fair Value Disclosure | 34,565 | ||||
Relative Fair Value of Options Issued and Contributed Capital from Shareholders | 0 | ||||
Lieberman Family Trust [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Instrument, Payment Terms | 90 Days | ||||
Debt Instrument, Face Amount | 2,711,700 | ||||
Gaston-Dreyfus Remi [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||
Debt Instrument, Periodic Payment | 452,350 | ||||
Parvez Patel/Huda [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||
Debt Instrument, Face Amount | 5,694,570 | ||||
Debt Instrument, Periodic Payment | 99,517 | ||||
Pope and Co. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Instrument, Payment Terms | 90 Days | ||||
Debt Instrument, Face Amount | 2,711,700 | ||||
Debt Instrument, Periodic Payment, Principal | 180,940 | ||||
Debt Instrument, Periodic Payment, Interest | $12,138 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.23 |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due from Related Parties | $41,480 | $44,986 | $149,899 |
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |
Repayments of Related Party Debt | 37,837 | 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 | ||
Accounts Payable, Related Parties | 0 | 48,673 | |
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 | 16,235 |
Chief Technology Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties | $9,752 | $5,930 | $0 |
SHARE_CAPITAL_Details
SHARE CAPITAL (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||||
Balance | ($50,439) | ($774,626) | ($183,721) | ($710,982) | |||
Shares issued on private placements | 117,192 | ||||||
Shares issued under private placement | 7,871,601 | ||||||
Shares issued on conversion and settlement of debt (in shares) | 33,333 | ||||||
Shares issued on the exercise of options | 228,875 | ||||||
Shares issued as Acquisition Transaction consideration | 0 | ||||||
Balance | 5,883,905 | -50,439 | 471,822 | -710,982 | |||
Common Stock [Member] | |||||||
Balance (in shares) | 49,737,096 | 36,621,885 | 9,000,000 | [1] | 36,621,885 | ||
Balance | 49,737 | 36,622 | 5 | [1] | 36,622 | ||
Shares issued on private placements (in shares) | 200,000 | [2] | |||||
Shares issued on private placements | 117,192 | [2] | |||||
Shares issued under private placement (in shares) | 9,839,500 | ||||||
Shares issued under private placement | 9,840 | ||||||
Shares issued on the exercise of options (in shares) | 1,310,734 | [3] | |||||
Shares issued on the exercise of options | 1,311 | [3] | |||||
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 | 11,475,000 | 36,621,885 | |||
Balance | 65,840 | 49,737 | 1,569,594 | 36,622 | |||
Exchangable Shares [Member] | |||||||
Balance (in shares) | 49,737,096 | 36,621,885 | |||||
Balance | 49,737 | 36,622 | |||||
Shares issued on private placements (in shares) | 262,904 | [4] | 0 | ||||
Shares issued on private placements | 263 | [4] | 0 | ||||
Shares issued under private placement (in shares) | 0 | 10,792,335 | [5] | ||||
Shares issued under private placement | 0 | 10,792 | [5] | ||||
Shares issued on conversion and settlement of debt (in shares) | 0 | 1,012,142 | [6],[7] | ||||
Shares issued on conversion and settlement of debt | 0 | 1,012 | [6],[7] | ||||
Shares issued on the exercise of options (in shares) | 0 | 1,310,734 | |||||
Shares issued on the exercise of options | 0 | 1,311 | |||||
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 | [10],[11],[8],[9] | 0 | [10],[11],[8],[9] | |||
Shares issued under private placement | 9,840 | [10],[11],[8],[9] | 0 | [10],[11],[8],[9] | |||
Shares issued as Acquisition Transaction consideration (in shares) | 6,000,000 | [11] | 0 | ||||
Shares issued as Acquisition Transaction consideration | 6,000 | [11] | 0 | ||||
Balance (in shares) | 15,839,500 | 0 | |||||
Balance | $15,840 | $0 | |||||
[1] | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2, 1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | ||||||
[2] | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | ||||||
[3] | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. | ||||||
[4] | 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. | ||||||
[5] | 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. | ||||||
[6] | In May 2014, Bionik Canada issued 436,908 common shares in exchange for the settlement of $138,888 of unsecured debt. | ||||||
[7] | 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. | ||||||
[8] | 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 bSecond 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 Second Closing of $141,100 and issued 121,250 broker warrants exercisable at $0.80 for a period of 4 years. | ||||||
[9] | 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. | ||||||
[10] | 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. | ||||||
[11] | 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 | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Proceeds from issuance of shares, net of issue costs | $6,788,988 | $0 | $2,604,453 | $88,991 | $147,837 | $1,393,551 |
Debt Conversion, Converted Instrument, Shares Issued | 33,333 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 228,875 | |||||
Share-based Compensation | 371,637 | 0 | 112,573 | 0 | 0 | 117,192 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.35 | |||||
Class of Warrant or Right, Outstanding | 10,823,450 | |||||
Secured Debt | 241,185 | |||||
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 | |||||
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 | |||||
Share-based Compensation | 210,323 | |||||
Payments of Stock Issuance Costs | 11,609 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 50,000,000 | |||||
Stock Issued During The Period, Value, Issued On Private Placement | 262,904 | |||||
Secured Debt | 241,185 | |||||
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 | $1.40 | |||||
Payments of Stock Issuance Costs | 848,822 | |||||
Class of Warrant or Right, Outstanding | 773,575 | |||||
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 | $0.80 | |||||
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 | $1.40 | |||||
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 | $0.80 | |||||
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 | $1.40 | |||||
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 | $0.80 | |||||
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% |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | ||||
Class of Stock [Line Items] | |||||||||
Balance | ($774,626) | $471,822 | ($183,721) | $5,883,905 | ($710,982) | ||||
Stock Issued During Period, Value, New Issues | 2,616,062 | 96,320 | 1,486,980 | ||||||
Stock Issued During Period, Value, Issued for Services | 117,192 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | 228,875 | ||||||||
Financial Services Costs | -11,609 | [1] | -7,329 | -34,583 | |||||
Balance | -50,439 | -774,626 | 471,822 | -50,439 | 5,883,905 | -710,982 | |||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Balance (in shares) | 36,621,885 | 11,475,000 | 9,000,000 | [2] | 65,839,500 | 36,621,885 | |||
Balance | 36,622 | 1,569,594 | 5 | [2] | 65,840 | 36,622 | |||
Stock Issued During Period Shares New Issues (in shares) | 10,792,335 | 166,667 | 2,525,000 | ||||||
Stock Issued During Period, Value, New Issues | 10,792 | 96,320 | 1,486,980 | ||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 200,000 | [3] | |||||||
Stock Issued During Period, Value, Issued for Services | 117,192 | [3] | |||||||
Stock Repurchased And Retired During Period Shares (in shares) | -250,000 | [4] | |||||||
Stock Repurchased and Retired During Period, Value | 0 | [4] | |||||||
Stock Issued During Period Shares Stock Options Exercised (in shares) | 1,310,734 | [5] | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 1,311 | [5] | |||||||
Balance (in shares) | 49,737,096 | 36,621,885 | 11,475,000 | 49,737,096 | 65,839,500 | 36,621,885 | |||
Balance | 49,737 | 36,622 | 1,569,594 | 49,737 | 65,840 | 36,622 | |||
Common Stock [Member] | Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 321,748 | [6],[7],[8] | |||||||
Stock Issued During Period, Value, New Issues | 239,746 | [6],[7],[8] | |||||||
Common Stock [Member] | Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 291,667 | [9] | |||||||
Stock Issued During Period, Value, New Issues | 170,815 | [9] | |||||||
Common Stock [Member] | Private Placement One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 895,834 | [10] | |||||||
Stock Issued During Period, Value, New Issues | 519,420 | [10] | |||||||
Common Stock [Member] | Private Placement Two [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 437,500 | [11] | |||||||
Stock Issued During Period, Value, New Issues | 256,016 | [11] | |||||||
Common Stock [Member] | Private Placement Three [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 383,333 | [12] | |||||||
Stock Issued During Period, Value, New Issues | 232,546 | [12] | |||||||
Common Stock [Member] | Private Placement Four [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 516,666 | [13] | |||||||
Stock Issued During Period, Value, New Issues | 308,183 | [13] | |||||||
Common Stock [Member] | Private Placement Five [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 166,667 | [14] | |||||||
Stock Issued During Period, Value, New Issues | 96,320 | [14] | |||||||
Common Stock [Member] | Private Placement Six [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues (in shares) | 3,430,756 | [1] | 3,182,978 | ||||||
Stock Issued During Period, Value, New Issues | $2,616,062 | [1] | |||||||
[1] | In April, 2014, the Company completed a private placement issuing 3,182,978 common shares at a price of $0.82 ($0.90 CAD) per share for gross proceeds of $2,616,062 ($2,864,680 CAD). A former director of the Company assisted in securing a significant portion of this financing. As a result the Company issued 247,778 common shares as a finderbs fee to this director. The Company also incurred $11,609 in share issue costs related to the transaction. | ||||||||
[2] | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2, 1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | ||||||||
[3] | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | ||||||||
[4] | In August, 2012, 125,000 common shares each issued to the two founders on March 24, 2011, for a total of 250,000 common shares were cancelled. | ||||||||
[5] | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. | ||||||||
[6] | In May 2014, the Company issued 105,555 common shares to a director of the Company in exchange for the settlement of $87,638 ($95,000 CAD) of unsecured debt. | ||||||||
[7] | In May 2014, the Company issued 33,333 common shares to the Libermann Family Trust in exchange for the settlement of $27,585 ($30,000 CAD) of unsecured debt. | ||||||||
[8] | In June, 2014, the Company issued 182,860 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 ($131,659 CAD) and was converted at a 20% discount to the $0.68 ($0.90 CAD) April 2014 private placement. | ||||||||
[9] | In May, 2012, the Company issued through a private placement, 291,667 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $170,815. | ||||||||
[10] | In June, 2012, the Company issued through a private placement, 895,834 common shares at a price of $0.58 (0.60 CAD) per share for aggregate gross proceeds of $519,420. | ||||||||
[11] | In September, 2012, the Company issued through a private placement, 437,500 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $256,016. | ||||||||
[12] | In December, 2012, the Company issued through a private placement, 383,333 common shares at a price of $0.61 (0.60 CAD) per share for aggregate gross proceeds of $232,546. | ||||||||
[13] | In March 2013, the Company issued through a private placement, 516,666 common shares at a price of $0.60 (0.60 CAD) per share for aggregate gross proceeds of $308,183. $58,846 of the proceeds were not received as at March 31, 2013 and accordingly are presented as subscriptions receivable on the balance sheet. | ||||||||
[14] | In June, 2013, the Company issued through a private placement, 166,667 common shares at a price of $0.58 ($0.60 CAD) per share for aggregate gross proceeds of $96,320. |
CAPITAL_STOCK_Details_Textual
CAPITAL STOCK (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2012 | |||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | ($50,439) | ($710,982) | ($774,626) | $471,822 | ($50,439) | $5,883,905 | ($183,721) | ||||
Stock Issued During Period, Value, New Issues | 2,616,062 | 96,320 | 1,486,980 | ||||||||
Relative Fair Value of Options Issued and Contributed Capital from Shareholders | 228,875 | ||||||||||
Proceeds from Stock Options Exercised | 228,875 | 0 | 0 | 0 | |||||||
Stock Issued During Period, Value, Issued for Services | 117,192 | ||||||||||
Director [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 105,555 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Outstanding | 49,737,096 | 36,621,885 | 36,621,885 | 11,475,000 | 49,737,096 | 65,839,500 | 9,000,000 | [1] | |||
Stockholders' Equity Attributable to Parent | 49,737 | 36,622 | 36,622 | 1,569,594 | 49,737 | 65,840 | 5 | [1] | |||
Stock Issued During Period, Shares, New Issues | 10,792,335 | 166,667 | 2,525,000 | ||||||||
Stock Issued During Period, Value, New Issues | 10,792 | 96,320 | 1,486,980 | ||||||||
Stock Repurchased and Retired During Period, Value | 0 | [2] | |||||||||
Stock Repurchased and Retired During Period, Shares | 250,000 | [2] | |||||||||
Relative Fair Value of Options Issued and Contributed Capital from Shareholders | 1,311 | [3] | |||||||||
Proceeds from Stock Options Exercised | 228,875 | ||||||||||
Stock Issued During Period, Value, Employee Stock Ownership Plan | 106,185 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,310,734 | [3] | |||||||||
Stock Issued During Period, Value, Issued for Services | 117,192 | [4] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | [4] | |||||||||
Common Stock [Member] | Debt [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 321,748 | [5],[6],[7] | |||||||||
Stock Issued During Period, Value, New Issues | 239,746 | [5],[6],[7] | |||||||||
Common Stock [Member] | Debt One [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 105,555 | ||||||||||
Stock Issued During Period, Value, New Issues | 87,638 | ||||||||||
Common Stock [Member] | Libermann Family Trust [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | ||||||||||
Stock Issued During Period, Value, New Issues | 27,585 | ||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 291,667 | [8] | |||||||||
Shares Issued, Price Per Share | $0.59 | ||||||||||
Stock Issued During Period, Value, New Issues | 170,815 | [8] | |||||||||
Proceeds from Issuance of Private Placement | 170,815 | ||||||||||
Common Stock [Member] | Private Placement One [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 895,834 | [9] | |||||||||
Shares Issued, Price Per Share | $0.58 | ||||||||||
Stock Issued During Period, Value, New Issues | 519,420 | [9] | |||||||||
Proceeds from Issuance of Private Placement | 519,420 | ||||||||||
Common Stock [Member] | Private Placement Two [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 437,500 | [10] | |||||||||
Shares Issued, Price Per Share | $0.59 | ||||||||||
Stock Issued During Period, Value, New Issues | 256,016 | [10] | |||||||||
Proceeds from Issuance of Private Placement | 256,016 | ||||||||||
Common Stock [Member] | Private Placement Three [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 383,333 | [11] | |||||||||
Shares Issued, Price Per Share | $0.61 | ||||||||||
Stock Issued During Period, Value, New Issues | 232,546 | [11] | |||||||||
Proceeds from Issuance of Private Placement | 232,546 | ||||||||||
Common Stock [Member] | Private Placement Four [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 516,666 | [12] | |||||||||
Shares Issued, Price Per Share | $0.60 | ||||||||||
Stock Issued During Period, Value, New Issues | 308,183 | [12] | |||||||||
Proceeds from Issuance of Private Placement | 308,183 | ||||||||||
Due From Issuance Of Private Placement | 58,846 | ||||||||||
Common Stock [Member] | Private Placement Five [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 166,667 | [13] | |||||||||
Shares Issued, Price Per Share | $0.58 | ||||||||||
Stock Issued During Period, Value, New Issues | 96,320 | [13] | |||||||||
Proceeds from Issuance of Private Placement | 96,320 | ||||||||||
Common Stock [Member] | Private Placement Six [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 3,430,756 | [14] | 3,182,978 | ||||||||
Shares Issued, Price Per Share | $0.82 | $0.82 | |||||||||
Stock Issued During Period, Value, New Issues | 2,616,062 | [14] | |||||||||
Proceeds from Issuance of Private Placement | 2,616,062 | ||||||||||
Stock Issued During Period Value New Issues To Directors | 247,778 | ||||||||||
Common Stock [Member] | Private Placement Seven [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares Issued, Price Per Share | $0.68 | $0.68 | |||||||||
Debt Instrument, Increase, Accrued Interest | 124,523 | ||||||||||
Stock Issued During Period, Shares, Conversion of Units | 182,860 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 20.00% | 20.00% | |||||||||
Common Stock [Member] | Principal Owner [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Outstanding | 7,750,000 | ||||||||||
Stockholders' Equity Attributable to Parent | 2 | ||||||||||
Common Stock [Member] | Director [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Outstanding | 1,000,000 | ||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Outstanding | 250,000 | ||||||||||
Common Stock [Member] | Director and Consultant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $3 | ||||||||||
[1] | The opening balance consists of 7,750,000 common shares issued to its two founders for a consideration of $2, 1,000,000 commons shares issued to two directors and 250,000 common shares to a consultant for a total of 1,250,000 common shares for consideration of $3. | ||||||||||
[2] | In August, 2012, 125,000 common shares each issued to the two founders on March 24, 2011, for a total of 250,000 common shares were cancelled. | ||||||||||
[3] | In June 2014, the Company issued 416,667 common shares for the exercise of stock options. The Company received cash of $228,875 ($250,000 CAD). The value of the options, $106,185, was transferred from contributed surplus to share capital on exercise. | ||||||||||
[4] | In May, 2012, 200,000 common shares valued at $117,192 were issued for settlement of accounts payable relating to services performed in the prior year, which is included in general and administrative expenses for the year ended March 31, 2013. | ||||||||||
[5] | In May 2014, the Company issued 105,555 common shares to a director of the Company in exchange for the settlement of $87,638 ($95,000 CAD) of unsecured debt. | ||||||||||
[6] | In May 2014, the Company issued 33,333 common shares to the Libermann Family Trust in exchange for the settlement of $27,585 ($30,000 CAD) of unsecured debt. | ||||||||||
[7] | In June, 2014, the Company issued 182,860 common shares on conversion of the convertible secured promissory note (Note 5). The note plus accrued interest totaled $124,523 ($131,659 CAD) and was converted at a 20% discount to the $0.68 ($0.90 CAD) April 2014 private placement. | ||||||||||
[8] | In May, 2012, the Company issued through a private placement, 291,667 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $170,815. | ||||||||||
[9] | In June, 2012, the Company issued through a private placement, 895,834 common shares at a price of $0.58 (0.60 CAD) per share for aggregate gross proceeds of $519,420. | ||||||||||
[10] | In September, 2012, the Company issued through a private placement, 437,500 common shares at a price of $0.59 (0.60 CAD) per share for aggregate gross proceeds of $256,016. | ||||||||||
[11] | In December, 2012, the Company issued through a private placement, 383,333 common shares at a price of $0.61 (0.60 CAD) per share for aggregate gross proceeds of $232,546. | ||||||||||
[12] | In March 2013, the Company issued through a private placement, 516,666 common shares at a price of $0.60 (0.60 CAD) per share for aggregate gross proceeds of $308,183. $58,846 of the proceeds were not received as at March 31, 2013 and accordingly are presented as subscriptions receivable on the balance sheet. | ||||||||||
[13] | In June, 2013, the Company issued through a private placement, 166,667 common shares at a price of $0.58 ($0.60 CAD) per share for aggregate gross proceeds of $96,320. | ||||||||||
[14] | In April, 2014, the Company completed a private placement issuing 3,182,978 common shares at a price of $0.82 ($0.90 CAD) per share for gross proceeds of $2,616,062 ($2,864,680 CAD). A former director of the Company assisted in securing a significant portion of this financing. As a result the Company issued 247,778 common shares as a finderbs fee to this director. The Company also incurred $11,609 in share issue costs related to the transaction. |
STOCK_OPTIONS_Details
STOCK OPTIONS (Details) | 9 Months Ended | 3 Months Ended |
Dec. 31, 2014 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 7 years | |
Risk free rate | 1.59% | |
Dividend yield | 0.00% | |
Forfeiture rate | 0.00% | |
Expected volatility | 114.00% | |
February 17, 2015 [Member] | Employee Stock Option [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] | Employee Stock Option [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] | Employee Stock Option [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] | Employee Stock Option [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 | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
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 | 416,667 | 1,310,665 | 0 | |
Number Options, Exercised (in shares) | -416,667 | -1,310,665 | |||
Number of Options, Issued (in shares) | 314,560 | 1,238,000 | 3,894,252 | 416,667 | |
Number of Options, Cancelled (in shares) | -3,768,428 | -40,000 | -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 | 3,768,428 | 416,667 | 0 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in dollars per share) | $0.22 | $0.52 | $0.19 | $0 | |
Weighted-Average Exercise Price, Exercised (in dollars per share) | $0.52 | $0.19 | |||
Weighted-Average Exercise Price, Issued (in dollars per share) | $0.23 | $0.73 | $0.22 | $0.52 | |
Weighted-Average Exercise Price, Cancelled (in dollars per share) | $0.22 | $0.52 | $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 | $0.22 | $0.52 | $0 |
Weighted Average Remaining Contract Life, Outstanding | 6 years 8 months 19 days | 2 months 12 days | 0 years | ||
Weighted Average Remaining Contract Life, Exercised during the period | 0 years | ||||
Weighted Average Remaining Contract Life, Granted during the period | 7 years | 0 years | |||
Weighted Average Remaining Contract Life, Cancelled during the period | 0 years |
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 | Dec. 31, 2013 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise Price | $0.22 | $0.22 | $0.52 | $0.19 | $0 |
Number of Options | 4,082,988 | 3,768,428 | 416,667 | 1,310,665 | 0 |
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-22 | ||||
Number of Exercisable Options | 104,853 |
STOCK_OPTIONS_Details_Textual
STOCK OPTIONS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
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% | |||||
Allocated Share-based Compensation Expense | $371,637 | $0 | $112,573 | $0 | $0 | $117,192 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 1,259,487 | |||||
Percentage of Option Granted | 8.00% | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 371,637 | |||||
Minimum Offering Amount | 6,000,000 | |||||
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 | |||||
Employee Stock Option One [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 | 416,667 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.52 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 106,185 | |||||
Employee Stock Option Two [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 | 209,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.52 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 153,348 | |||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 40,000 | |||||
Stock Issued During Period, Value, Share-based Compensation, Forfeited | 112,573 | |||||
Employee Stock Option Three [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.77 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross Addition | 945,000 | |||||
Stock Issued During Period, Value, Share-based Compensation, Forfeited | 719,835 | |||||
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] | ||||||
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 | 84,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0.77 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 61,142 | |||||
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 | |||||
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, Exercise Price of Warrants or Rights | $1.35 |
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) (USD $) | 9 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 349,522 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.35 | |
Warrants Expiration Period | 2 years | |
Investor [Member] | ||
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 | |
Investor [Member] | Accrued Liabilities [Member] | ||
Class of Warrant or Right [Line Items] | ||
Repayments of Debt | 12,138 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
U.S. | $0 | $0 | $0 |
Canada | -2,464,747 | -1,451,769 | -937,059 |
Net loss before income taxes | ($2,464,747) | ($1,451,769) | ($937,059) |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Net loss before recovery of income taxes | ($2,464,747) | ($1,451,769) | ($937,059) |
Statutory rate | 26.50% | 26.50% | 26.50% |
Expected income tax recovery | -653,158 | -384,719 | -248,321 |
Other basis adjustment | -29,109 | -6,966 | -8,576 |
Non-deductible expenses | 193,305 | 148,936 | -38,493 |
Change in valuation allowance | 488,962 | 242,749 | 295,390 |
Recovery of income taxes | $0 | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Deferred tax assets Current | $0 | $403 | $0 |
Valuation allowance | 0 | -403 | 0 |
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 |
Long-term Unrealized tax credits | 0 | 19,591 | 19,721 |
Property and equipment | 36,940 | 23,985 | 0 |
Share issue costs | 7,137 | 6,461 | 7,228 |
SR&ED pool | 162,350 | 0 | 0 |
Other | 18,621 | 0 | 0 |
Net operating losses | 812,522 | 529,889 | 310,228 |
Valuation allowance | -1,037,570 | -579,926 | -337,177 |
Deferred Tax Liabilities, Net | $0 | $0 | $0 |
RISK_MANAGEMENT_Details_Textua
RISK MANAGEMENT (Details Textual) | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | |
Concentration Risk [Line Items] | ||||||
Cash, FDIC Insured Amount | 100,000 | 100,000 | ||||
Stock Issued During Period, Value, New Issues | 2,616,062 | 96,320 | 1,486,980 | |||
Proceeds from Stock Options Exercised | $228,875 | $0 | $0 | $0 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 1 Months Ended | |
5-May-15 | Apr. 21, 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] | ||
Payments of Stock Issuance Costs | 338,960 | |
Stock Units Issued During Period | 3,115,000 | |
Proceeds From Issuance of Stock Units | $2,492,000 | |
Stock Units Description | Each Unit consisted of one common share of BLC, and a warrant to purchase one common share of BLC at an exercise price of $1.40 per share exercisable for 4 years. | |
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 | |
Class of Warrant or Right, Outstanding | 311,500 |