Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 20, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Bionik Laboratories Corp. | |
Entity Central Index Key | 1,508,381 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | BNKL | |
Entity Common Stock, Shares Outstanding | 18,954,500 | |
Exchangeable Shares | 50,000,000 | |
Document Type | 10-Q | |
Amendment Flag | true | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 | |
Amendment Description | As described in the Current Report on Form 8-K filed on March 11, 2016, the Registrant is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A” or “Amended Filing”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2015 (the “Original Filing”), to restate its unaudited consolidated financial statements and related footnote disclosures for the three months ended March 31, 2015. This Form 10-Q/A also amends certain other Items in the Original Filing, as listed below. The Registrant re-evaluated its accounting for the common stock purchase warrants issued in the first quarter of 2015 as part of the Registrant’s 2015 private placement. During the year-end audit of the Registrant’s December 31, 2015 consolidated financial statements, it was determined that such warrants contained price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Registrant subsequently issues common stock or options, rights, warrants or securities convertible or exchangeable for shares of common stock at a price lower than the exercise price of the warrants. The price protection provision results in the warrants being recorded as a warrant derivative liability. As such, (a) the consolidated financial statements in Item 1 have been restated to give effect to the liability treatment of the warrants issued and outstanding during the period reported and (b) the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 has been revised to reflect the changes to the consolidated financial statements in Item 1. The Registrant is also correcting certain typographical and other immaterial errors found in the Original Filing. Additionally, in connection with the Original Filing, our management evaluated our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, and concluded that our disclosure controls and procedures were ineffective as of March 31, 2015. Subsequently, the Registrant’s management has determined that the improper accounting of the warrants was a deficiency in its internal control over financial reporting. In accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from the Registrant’s Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-Q/A. Accordingly, the Registrant hereby amends Part II - Item 6 of the Original Filing to reflect the filing of the new certifications. Except for the items mentioned above, this Amendment No. 1 does not amend the Registrant’s previously filed Form 10-Q, nor does it modify or update those disclosures affected by subsequent events or discoveries. It also does not affect information contained in the 10-Q which was not impacted by these restatements. This Amendment No. 1 should be read in conjunction with the Registrant’s filings made with the Securities and Exchange Commission subsequent to the filing of the previously filed Form 10-Q filing, including any amendments to those filings. |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current | ||
Cash and cash equivalents | $ 6,125,108 | $ 209,933 |
Prepaid expenses and other receivables (Note 4) | 158,419 | 81,130 |
Due from related parties (Note 7) | 41,480 | 44,986 |
Total Current Assets | 6,325,007 | 336,049 |
Equipment (Note 5) | 100,629 | 77,922 |
Total Assets | 6,425,636 | 413,971 |
Current | ||
Accounts payable (Note 7) | 208,787 | 308,947 |
Accrued liabilities | 332,946 | 155,463 |
Warrant derivative liability (Note 10) | 8,382,648 | 0 |
Total Liabilities | 8,924,381 | 464,410 |
Shareholders’ Deficiency | ||
Preferred Stock, par value $0.001; Authorized - 10,000,000; Special Voting Preferred Stock, authorized, issued and outstanding - 1 (December 31, 2014 - Nil) | 0 | 0 |
Common Stock, par value $0.001; Authorized - 150,000,000 (December 31, 2014 - 200,000,000); Issued and outstanding - 15,839,500 and 50,000,000 Exchangeable Shares (December 31, 2014 - nil and 49,737,096 Exchangeable Shares) (Note 8) | 65,840 | 49,737 |
Additional paid in capital | 10,081,394 | 4,936,456 |
Deficit | (12,688,128) | (5,053,982) |
Accumulated other comprehensive income | 42,149 | 17,350 |
Total Shareholders’ Deficiency | (2,498,745) | (50,439) |
Total Liabilities and Shareholders' Deficiency | $ 6,425,636 | $ 413,971 |
Condensed Consolidated Interim3
Condensed Consolidated Interim Balance Sheets [Parenthetical] - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1 | 0 |
Preferred Stock, Shares Outstanding | 1 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 15,839,500 | 0 |
Common Stock, Shares, Outstanding | 15,839,500 | 0 |
Common Stock, Other Shares, Outstanding | 50,000,000 | 49,737,096 |
Condensed Consolidated Interim4
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Expenses | ||
Research and development | $ 435,671 | $ 232,032 |
Professional and consulting fees | 261,350 | 165,302 |
General and administrative | 167,747 | 95,699 |
Share-based compensation expense (Notes 8(v) and 9) | 371,637 | 0 |
Depreciation (Note 5) | 10,412 | 423 |
Total operating expenses | 1,246,817 | 493,456 |
Other expenses (income) | ||
Imputed interest Expense (Note 6) | 0 | 45,063 |
Interest Expense | 179 | 17,124 |
Other Income | (323) | (473,162) |
Foreign exchange Loss | 0 | 0 |
Change in fair value of warrant derivative liability (Note 10) | 6,387,473 | 0 |
Total other expense (income) | 6,387,329 | (410,975) |
Net loss for the period | (7,634,146) | (82,481) |
Foreign exchange translation adjustment for the period | 24,799 | 18,837 |
Net loss and comprehensive loss for the period | $ (7,609,347) | $ (63,644) |
Loss per share - basic and diluted | $ (0.14) | $ 0 |
Weighted average number of shares outstanding | 52,726,746 | 36,621,885 |
Condensed Consolidated Interim5
Condensed Consolidated Interim Statements of Changes in Shareholders' (Deficiency) Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2013 | $ (710,982) | $ 0 | $ 36,622 | $ 1,736,247 | $ (2,506,754) | $ 22,903 |
Balance (in shares) at Dec. 31, 2013 | 1 | 36,621,885 | ||||
Net loss for the period | (82,481) | $ 0 | $ 0 | 0 | (82,481) | 0 |
Foreign currency translation | 18,837 | 0 | 0 | 0 | 0 | 18,837 |
Balance at Mar. 31, 2014 | (774,626) | $ 0 | $ 36,622 | 1,736,247 | (2,589,235) | 41,740 |
Balance (in shares) at Mar. 31, 2014 | 1 | 36,621,885 | ||||
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 | ||||
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 | ||||
Balance at Mar. 31, 2014 | (774,626) | $ 0 | $ 36,622 | 1,736,247 | (2,589,235) | 41,740 |
Balance (in shares) at Mar. 31, 2014 | 1 | 36,621,885 | ||||
Issuance of common shares for cash | 2,616,062 | $ 0 | $ 10,792 | 2,605,270 | 0 | 0 |
Issuance of common shares for cash (in shares) | 0 | 10,792,335 | ||||
Share issue costs | (11,609) | $ 0 | $ 0 | (11,609) | 0 | 0 |
Shares issues on conversion of loans | 239,746 | $ 0 | $ 1,012 | 238,734 | 0 | 0 |
Shares issues on conversion of loans (in shares) | 0 | 1,012,142 | ||||
Beneficial conversion feature | 27,677 | $ 0 | $ 0 | 27,677 | 0 | 0 |
Shares issued on exercise of stock options | 228,875 | $ 0 | $ 1,311 | 227,564 | 0 | 0 |
Shares issued on exercise of stock options (in shares) | 0 | 1,310,734 | ||||
Share compensation expense | 112,573 | $ 0 | $ 0 | 112,573 | 0 | 0 |
Net loss for the period | (2,464,747) | 0 | 0 | 0 | (2,464,747) | 0 |
Foreign currency translation | (24,390) | 0 | 0 | 0 | 0 | (24,390) |
Balance at Dec. 31, 2014 | (50,439) | $ 0 | $ 49,737 | 4,936,456 | (5,053,982) | 17,350 |
Balance (in shares) at Dec. 31, 2014 | 1 | 49,737,096 | ||||
Effect of the Acquisition Transaction (Note 8(vii)) | 0 | $ 0 | $ 6,000 | (6,000) | 0 | 0 |
Effect of the Acquisition Transaction (Note 8(vii)) (in shares) | 0 | 6,000,000 | ||||
Shares issued on private placement | 4,789,404 | $ 0 | $ 9,840 | 4,779,564 | 0 | 0 |
Shares issued on private placement (in shares) | 0 | 9,839,500 | ||||
Share compensation expense (Notes 8(v) and 9) | 371,637 | $ 0 | $ 263 | 371,374 | 0 | 0 |
Share compensation expense (Notes 8(v) and 9) (in shares) | 0 | 262,904 | ||||
Net loss for the period | (7,634,146) | $ 0 | $ 0 | 0 | (7,634,146) | 0 |
Foreign currency translation | 24,799 | 0 | 0 | 0 | 0 | 24,799 |
Balance at Mar. 31, 2015 | $ (2,498,745) | $ 0 | $ 65,840 | $ 10,081,394 | $ (12,688,128) | $ 42,149 |
Balance (in shares) at Mar. 31, 2015 | 1 | 65,839,500 |
Condensed Consolidated Interim6
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities | ||
Net loss for the period | $ (7,634,146) | $ (82,481) |
Adjustment for items not affecting cash | ||
Depreciation of equipment | 10,412 | 423 |
Imputed interest | 0 | 45,063 |
Interest expense | 179 | 17,124 |
Share compensation expense | 371,637 | 0 |
Change in fair value of warrant derivative liability | 6,387,473 | 0 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | (864,445) | (19,871) |
Changes in non-cash working capital items | ||
Prepaid expenses and other receivables | (83,258) | (409,680) |
Accounts payable | (71,773) | 0 |
Accrued liabilities | 193,993 | (10,113) |
Net cash used in operating activities | (825,483) | (439,664) |
Investing activities | ||
Acquisition of equipment | (38,820) | 0 |
Net cash used in investing activities | (38,820) | 0 |
Financing activities | ||
Proceeds from issuance of shares, net of issue costs | 6,788,988 | 0 |
(Repayment of) proceeds from loans payable | 0 | 371,718 |
(Repayment of) proceeds from loans from related parties | 0 | (20,295) |
Net cash provided by financing activities | 6,788,988 | 351,423 |
Effects of foreign currency exchange rate changes | (9,510) | 89,442 |
Net increase in cash and cash equivalents for the period | 5,915,175 | 1,201 |
Cash and cash equivalents, beginning of period | 209,933 | 2,281 |
Cash and cash equivalents, end of period | 6,125,108 | 3,482 |
Supplemental Information: | ||
Issuance of shares on conversion of loans | $ 500,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NATURE OF OPERATIONS The Company and its Operations Bionik Laboratories Corp. (formerly Drywave Technologies, Inc., herein referred to as the “Company” or “Bionik”) was incorporated on January 8, 2010 in the State of Colorado as Strategic Dental Management Corp. On July 16, 2013, the Company changed its name to Drywave Technologies Inc. (“Drywave”) and its state of incorporation from Colorado to Delaware. Effective February 13, 2015, the Company changed its name to Bionik Laboratories Corp. and reduced the authorized number of shares of common stock from 200,000,000 150,000,000 1-for-0.831105 The Company is a bioengineering research and development company targeting diseases and injuries that impact human mobility. The Company is working towards its first product, which will be the “ARKE”, a robotic pair of exoskeleton legs to be used for rehabilitation purposes and potentially for day-to-day use as a replacement for a wheelchair. These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates continuation of the Company as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. On February 26, 2015, the Company finalized a Share Exchange Agreement whereby Bionik Canada issued 50,000,000 3.14 100 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 whollyowned 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 deficiency of $ 2,599,374 2,498,745 7,609,347 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. The Company’s principal offices are located at 483 Bay Street, N105, Toronto, Ontario, M5G 2C9. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES 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 period 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. Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency is separately determined for the Company and each of its subsidiaries, and is used to measure the financial position and operating results. The functional currency of the Company is the U.S. dollar, the functional currency of the Company’s wholly-owned subsidiary Bionik Canada and Bionik Acquisition Inc. is the Canadian Dollar. Transactions denominated in a currency other than the functional currency are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. Exchange differences are recognized in profit or loss. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. Bionik Canada and Bionik Acquisition Inc.’s assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Shareholders’ 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 loss in the statement of changes in shareholders’ deficiency. Significant Judgments - Warrant Derivative Liability The Company’s derivative warrant instruments are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (Note 10). The warrant derivative liability is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated interim statements of operations and comprehensive loss under the caption “Change in fair value of warrant derivative liability”. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known. As the derivative warrant liability is required to be measured at fair value at each reporting date it is reasonably possible that these estimates and assumptions could change in the near term. 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, due 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. As at March 31, 2015, the Company’s warrant derivative liability is measured at fair value at each reporting period using a simulation model based on Level 3 inputs. The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the period. Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supercedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. |
CURRENT PERIOD RESTATEMENT
CURRENT PERIOD RESTATEMENT | 3 Months Ended |
Mar. 31, 2015 | |
CURRENT PERIOD RESTATEMENT [Abstract] | |
CURRENT PERIOD RESTATEMENT [Text Block] | 3. CURRENT PERIOD RESTATEMENT During the year-end audit of the Company’s December 31, 2015 consolidated financial statements, it was determined that the warrants issued and outstanding during the period contained price protection provisions that allow for a reduction in the exercise price of the warrants in the event the Company subsequently issues common stock or options, rights, warrants or securities convertible or exchangeable for shares of common stock at a price lower than the exercise price of the warrants. The price protection provision results in the warrants being recorded as a warrant derivative liability. As such, the condensed consolidated interim financial statements have been restated to give effect to the liability treatment of the warrants issued and outstanding during the period. The following tables summarize the corrections on each of the affected line items presented in these condensed consolidated interim financial statements: Changes to the condensed consolidated interim balance sheet as at March 31, 2015: As previously reported March 31, Restatement Adjustment Restated March 31, 2015 $ $ $ Warrant derivative liability - 8,382,648 8,382,648 Total liabilities 541,731 8,382,650 8,924,381 (i) Additional paid-in capital 12,076,571 (1,995,177) 10,081,394 Deficit (6,300,655) (6,387,473) (12,688,128) Total Shareholders’ Equity (Deficiency) 5,883,905 (8,382,650) (2,498,745) (i) small difference in total liabilities due to rounding adjustments. As previously reported Restatement Adjustment Restated $ $ $ Change in fair value of warrant derivative liability - 6,387,473 6,387,473 Net loss and comprehensive loss for the period (1,221,894) (6,387,453) (7,609,347) (ii) Loss per share - basic and diluted (0.02) (0.12) (0.14) (ii) $ 20 Changes to the condensed consolidated interim statements of cash flows: As previously reported Restatement Adjustment Restated $ $ $ Net loss for the period (1,246,673) (6,387,473) (7,634,146) Change in fair value of warrant derivative liability - 6,387,473 6,387,473 |
PREPAID EXPENSES AND OTHER RECE
PREPAID EXPENSES AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expense And Other Receivables [Text Block] | 4. PREPAID EXPENSES AND OTHER RECEIVABLES March 31, December 31, $ $ Prepaid expenses and sundry receivables 6,242 18,172 Prepaid insurance 126,771 40,630 Sales taxes receivable (i) 25,406 22,328 158,419 81,130 (i) Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
Mar. 31, 2015 | |
Equipment [Abstract] | |
Equipment Disclosure [Text Block] | 5. EQUIPMENT March 31, 2015 December 31, 2014 Cost Accumulated Net Cost Accumulated Net $ $ $ $ $ $ Computers and electronics 107,369 33,933 73,436 77,650 27,438 50,212 Furniture and fixtures 23,832 7,689 16,143 24,909 7,325 17,584 Tools and parts 12,100 1,050 11,050 11,913 1,787 10,126 143,301 42,672 100,629 114,472 36,550 77,922 Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the period ended March 31, 2015 was $ 10,412 423 |
CONVERTIBLE SECURED PROMISSORY
CONVERTIBLE SECURED PROMISSORY NOTE | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. CONVERTIBLE SECURED PROMISSORY NOTE On December 8, 2011, the Company received $ 61,500 60,000 121,500 prime plus 1% 20 The note matured on February 28, 2014 27,677 27,677 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 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 7. RELATED PARTY TRANSACTIONS AND BALANCES Due from related parties (a) As of March 31, 2015, the Company had advances receivable from the Chief Operating Officer (“COO”) and Chief Technology Officer (“CTO”) for $ 41,480 44,986 1 37,837 44,000 41,480 Issuance of shares to settle due to related party (b) During the nine months ended December 31, 2014, one advance amounting to $ 85,947 95,000 105,555 Accounts payable and accrued liabilities (c) As at March 31, 2015, $ 1,490 4,220 9,752 5,930 7,025 |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. SHARE CAPITAL March 31, 2015 December 31, 2014 Number of $ Number of $ 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 0.24 2,590,160 11,609 (ii) In May 2014, Bionik Canada issued 436,908 138,888 (iii) In June, 2014, Bionik Canada issued 575,234 124,523 20 (iv) In June 2014, Bionik Canada issued 1,310,734 228,875 (v) On February 25, 2015, 262,904 241,185 210,323 314,560 320,000 (vi) Concurrently with the closing of the Acquisition Transaction on February 26, 2015, the Company issued 7,735,750 6,188,600 500,000 0.80 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 4 848,822 773,575 0.80 4 4,789,404 (vii) Immediately following the Acquisition Transaction and the First Closing, 6,000,000 7,735,750 50,000,000 100 (viii) On March 27, 2015, the Company issued 1,212,500 970,000 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 4 141,100 121,250 0.80 4 207,425 (ix) On March 31, 2015, the Company issued 891,250 713,000 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 4 97,099 89,125 0.80 4 143,389 Special Voting Preferred Share In connection with the Acquisition Transaction (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one Special Preferred Share to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. In connection with the Acquisition Transaction and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as the Special Preferred Share. The Special Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. The Special Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation, and is not convertible into common shares of the Company. The voting rights of the Special Preferred Share will terminate pursuant to and in accordance with the Trust Agreement. The Special Preferred Share will be automatically cancelled at such time as no Exchangeable Shares are held by a Beneficiary. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 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. 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 On April 11, 2014 and June 20, 2014 the Company issued 657,430 264,230 0.165 0.23 125,824 531,606 264,230 230,930 118,957 73,860 36,684 On July 1, 2014, the Company issued 2,972,592 0.23 1,259,487 On February 17, 2015, the Company issued 314,560 0.23 136,613 50,770 February 17, July 1, June 20, April 11, Expected life in years 5 4.35 6.32 4.14 Risk free rate 1.59 % 1.59 % 1.59 % 1.59 % Dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % Expected volatility 114 % 114 % 114 % 114 % Number of Options Weighted-Average Exercise Outstanding, December 31, 2013 1,310,665 0.19 Exercised (1,310,665) 0.19 Issued 3,894,252 0.22 Cancelled (125,824) 0.17 Outstanding, December 31, 2014 3,768,428 0.22 Cancelled as a result of Acquisition Transaction (3,768,428) 0.22 Re-issued as part of Acquisition Transaction 3,768,428 0.22 Issued 314,560 0.23 Outstanding, March 31, 2015 4,082,988 0.22 Exercise Price ($) Number of Options Expiry Date Number of Exercisable 0.165 531,606 April 11, 2021 177,202 0.23 264,230 June 20, 2021 88,077 0.23 2,972,592 July 1, 2021 - 0.23 314,560 February 17, 2022 104,853 4,082,988 370,132 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2015 | |
Warrants [Abstract] | |
Warrants [Text Block] | WARRANTS Weighted-Average Number of Warrants Exercise Price ($) 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 Exercise Price Number of Expiry Date 1.40 Note 8(vi) 7,735,750 February 26, 2019 0.80 Note 8(vi) 773,575 February 26, 2019 1.40 Note 8(viii) 1,212,500 March 27, 2019 0.80 Note 8(viii) 121,250 March 27, 2019 1.40 Note 8(ix) 891,250 March 31, 2019 0.80 Note 8(ix) 89,125 March 31, 2019 10,823,450 In 2014 the Company repaid loans of $ 180,940 12,138 349,522 0.23 Warrant derivative liability The Company’s outstanding common share purchase warrants include price protection provisions that allow for a reduction in the exercise price of the warrants in the event the Company subsequently issues common stock or options, rights, warrants or securities convertible or exchangeable for shares of common stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased based on a pre-defined formula. In addition, prior to the effectiveness of certain resale registration statements or if any such registration statements are no longer effective, the holder of the Company’s warrants, at their option, may exercise all or any part of the warrants in a “cashless” or “net-issue” exercise. The Company has the option to redeem the warrants for $0.001 per warrant if the daily volume weighted-average price of the common shares is 200% or more of the exercise price for twenty consecutive trading days provided there is an effective registration statement covering the common shares available throughout the thirty day period after the redemption date. The Company’s derivative instruments have been measured at fair value at inception and at March 31, 2015 using a simulation model. The Company recognizes all of its warrants with price protection on its consolidated balance sheet as a derivative liability. Number of Warrants Value ($) Warrants issued in February 26, 2015 financing Note 8(vi) 8,509,325 550,374 Warrants issued in March 27, 2015 financing Note 8(viii) 1,333,750 1,036,325 Warrants issued in March 31, 2015 financing Note 8(ix) 980,375 759,290 Total 2,345,989 Change in fair value of warrant liability 6,036,659 Balance at March 31, 2015 8,382,648 During the three months ended March 31, 2015, the Company recorded a loss of $ 350,814 6,036,659 6,387,473 The key inputs and assumptions used in the simulation model at inception and at March 31, 2015 are as follows: Valuation Date Number of Warrants Expected life in years Exercise Price ($) Risk free rate Dividend rate Expected volatility Valuation date fair value ($) At inception: February 26, 2015 7,735,750 4 1.4 0.44 0 51.83 464,784 February 26, 2015 773,575 4 0.8 0.44 0 51.83 85,590 March 27, 2015 1,212,500 3.92 1.4 0.43 0 52.37 950,913 March 27, 2015 121,250 3.92 0.8 0.43 0 52.37 85,412 March 31, 2015 891,250 3.91 1.4 0.41 0 52.45 696,582 March 31, 2015 89,125 3.91 0.8 0.41 0 52.45 62,708 At period end: March 31, 2015 9,839,500 3.91 1.4 0.41 0 52.45 7,690,340 March 31, 2015 983,950 3.91 0.8 0.41 0 52.45 692,308 In addition to the forgoing, the Company also utilized a holding cost to approximate the impact of a holder of the warrant to maintain a hedging strategy in which they maintained a short position. On analysis of comparable companies and other information the Company has determined that the use of 2.25 The warrant derivative liability is classified within Level 3 of the fair value hierarchy because on initial recognition and again at March 31, 2015, it was valued using these significant inputs and assumptions that are unobservable in the market. Changes in the values assumed and used in the simulation model can materially affect the estimate of fair value. Generally, an increase in the market price of the Company’s common shares, an increase in the volatility of the Company’s common shares and an increase in the expected life would result in a directionally similar change in the estimated fair value of the warrant derivative liability. An increase in the risk free rate would result in a decrease in the fair value of the warrant derivative liability. The expected life is based on the remaining contractual term of the warrants. The risk free rate was based on U.S. treasury-note yields with terms commensurate with the remaining term of the warrants. Expected volatility over the expected term of the warrants is estimated based on consideration of historical volatility and other information. In addition to the assumptions above, the Company also took into consideration the probability of the Company’s participation in another round of financing, the type of such financing and the range of the stock price for the financing at that time. At each increment of the simulation, the daily volume weighted-average price was calculated. If this amount was 200 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | CONTINGENCIES From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors. |
RISK MANAGEMENT
RISK MANAGEMENT | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 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 Interest Rate Risk Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The Company settled its loans payable and convertible secured promissory note; therefore, it retains minimal exposure to fluctuations in the market interest rate. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. Liquidity Risk Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations 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. Based on management’s assessment of the Company’s cash flow needs, management believes the Company has sufficient cash to sustain operations for an additional 12 -month period. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. SUBSEQUENT EVENTS a) Subsequent to March 31, 2015, the Company provided a loan to a third party in the amount of $ 150,000 5 repayable in 18 months b) On April 21, 2015 3,115,000 2,492,000 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 338,960 311,500 0.80 4 |
SIGNIFICANT ACCOUNTING POLICI20
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Consolidated Interim Financial Statements [Policy Text Block] | Unaudited Condensed Consolidated Interim Financial Statements These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements for the period 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. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency is separately determined for the Company and each of its subsidiaries, and is used to measure the financial position and operating results. The functional currency of the Company is the U.S. dollar, the functional currency of the Company’s wholly-owned subsidiary Bionik Canada and Bionik Acquisition Inc. is the Canadian Dollar. Transactions denominated in a currency other than the functional currency are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. Exchange differences are recognized in profit or loss. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. Bionik Canada and Bionik Acquisition Inc.’s assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Shareholders’ 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 loss in the statement of changes in shareholders’ deficiency. |
Warrant Derivative Liability [Policy Text Block] | Significant Judgments - Warrant Derivative Liability The Company’s derivative warrant instruments are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (Note 10). The warrant derivative liability is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated interim statements of operations and comprehensive loss under the caption “Change in fair value of warrant derivative liability”. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known. As the derivative warrant liability is required to be measured at fair value at each reporting date it is reasonably possible that these estimates and assumptions could change in the near term. |
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, due 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. As at March 31, 2015, the Company’s warrant derivative liability is measured at fair value at each reporting period using a simulation model based on Level 3 inputs. The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supercedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. |
CURRENT PERIOD RESTATEMENT(Tabl
CURRENT PERIOD RESTATEMENT(Tables) | 3 Months Ended |
Mar. 31, 2015 | |
CURRENT PERIOD RESTATEMENT [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Changes to the condensed consolidated interim balance sheet as at March 31, 2015: As previously reported March 31, Restatement Adjustment Restated March 31, 2015 $ $ $ Warrant derivative liability - 8,382,648 8,382,648 Total liabilities 541,731 8,382,650 8,924,381 (i) Additional paid-in capital 12,076,571 (1,995,177) 10,081,394 Deficit (6,300,655) (6,387,473) (12,688,128) Total Shareholders’ Equity (Deficiency) 5,883,905 (8,382,650) (2,498,745) (i) small difference in total liabilities due to rounding adjustments. |
Restatement to Prior Year Income [Table Text Block] | Changes to the condensed consolidated interim statements of operations and comprehensive loss for the three month period ended: As previously reported Restatement Adjustment Restated $ $ $ Change in fair value of warrant derivative liability - 6,387,473 6,387,473 Net loss and comprehensive loss for the period (1,221,894) (6,387,453) (7,609,347) (ii) Loss per share - basic and diluted (0.02) (0.12) (0.14) (ii) $ 20 Changes to the condensed consolidated interim statements of cash flows: As previously reported Restatement Adjustment Restated $ $ $ Net loss for the period (1,246,673) (6,387,473) (7,634,146) Change in fair value of warrant derivative liability - 6,387,473 6,387,473 |
PREPAID EXPENSES AND OTHER RE22
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | March 31, December 31, $ $ Prepaid expenses and sundry receivables 6,242 18,172 Prepaid insurance 126,771 40,630 Sales taxes receivable (i) 25,406 22,328 158,419 81,130 (i) Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Equipment consists of the following as at March 31, 2015 and December 31, 2014. March 31, 2015 December 31, 2014 Cost Accumulated Net Cost Accumulated Net $ $ $ $ $ $ Computers and electronics 107,369 33,933 73,436 77,650 27,438 50,212 Furniture and fixtures 23,832 7,689 16,143 24,909 7,325 17,584 Tools and parts 12,100 1,050 11,050 11,913 1,787 10,126 143,301 42,672 100,629 114,472 36,550 77,922 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | March 31, 2015 December 31, 2014 Number of $ Number of $ 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 0.24 2,590,160 11,609 (ii) In May 2014, Bionik Canada issued 436,908 138,888 (iii) In June, 2014, Bionik Canada issued 575,234 124,523 20 (iv) In June 2014, Bionik Canada issued 1,310,734 228,875 (v) On February 25, 2015, 262,904 241,185 210,323 314,560 320,000 (vi) Concurrently with the closing of the Acquisition Transaction on February 26, 2015, the Company issued 7,735,750 6,188,600 500,000 0.80 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 4 848,822 773,575 0.80 4 4,789,404 (vii) Immediately following the Acquisition Transaction and the First Closing, 6,000,000 7,735,750 50,000,000 100 (viii) On March 27, 2015, the Company issued 1,212,500 970,000 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 4 141,100 121,250 0.80 4 207,425 (ix) On March 31, 2015, the Company issued 891,250 713,000 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 4 97,098 89,125 0.80 4 143,389 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | These options granted and revalued during the period ended March 31, 2015 were valued using the Black-Scholes option pricing model with the following key assumptions: February 17, July 1, June 20, April 11, Expected life in years 5 4.35 6.32 4.14 Risk free rate 1.59 % 1.59 % 1.59 % 1.59 % Dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % Expected volatility 114 % 114 % 114 % 114 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s outstanding options is as follows: Number of Options Weighted-Average Exercise Outstanding, December 31, 2013 1,310,665 0.19 Exercised (1,310,665) 0.19 Issued 3,894,252 0.22 Cancelled (125,824) 0.17 Outstanding, December 31, 2014 3,768,428 0.22 Cancelled as a result of Acquisition Transaction (3,768,428) 0.22 Re-issued as part of Acquisition Transaction 3,768,428 0.22 Issued 314,560 0.23 Outstanding, March 31, 2015 4,082,988 0.22 |
Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block] | The following is a summary of stock options outstanding as of March 31, 2015: Exercise Price ($) Number of Options Expiry Date Number of Exercisable 0.165 531,606 April 11, 2021 177,202 0.23 264,230 June 20, 2021 88,077 0.23 2,972,592 July 1, 2021 - 0.23 314,560 February 17, 2022 104,853 4,082,988 370,132 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Warrant [Line Items] | |
Schedule Of Share Based Compensation Stock Purchase Warrants Activity [Table Text Block] | The following is a continuity schedule of the Company’s common share purchase warrants: Weighted-Average Number of Warrants Exercise Price ($) 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 1.40 Note 8(vi) 7,735,750 February 26, 2019 0.80 Note 8(vi) 773,575 February 26, 2019 1.40 Note 8(viii) 1,212,500 March 27, 2019 0.80 Note 8(viii) 121,250 March 27, 2019 1.40 Note 8(ix) 891,250 March 31, 2019 0.80 Note 8(ix) 89,125 March 31, 2019 10,823,450 |
Schedule of Changes In The Value of The Warrant Derivative Liability [Table Text Block] | The following summarizes the changes in the value of the warrant derivative from inception until March 31, 2015: Number of Warrants Value ($) Warrants issued in February 26, 2015 financing Note 8(vi) 8,509,325 550,374 Warrants issued in March 27, 2015 financing Note 8(viii) 1,333,750 1,036,325 Warrants issued in March 31, 2015 financing Note 8(ix) 980,375 759,290 Total 2,345,989 Change in fair value of warrant liability 6,036,659 Balance at March 31, 2015 8,382,648 |
Warrant [Member] | |
Warrant [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The key inputs and assumptions used in the simulation model at inception and at March 31, 2015 are as follows: Valuation Date Number of Warrants Expected life in years Exercise Price ($) Risk free rate Dividend rate Expected volatility Valuation date fair value ($) At inception: February 26, 2015 7,735,750 4 1.4 0.44 0 51.83 464,784 February 26, 2015 773,575 4 0.8 0.44 0 51.83 85,590 March 27, 2015 1,212,500 3.92 1.4 0.43 0 52.37 950,913 March 27, 2015 121,250 3.92 0.8 0.43 0 52.37 85,412 March 31, 2015 891,250 3.91 1.4 0.41 0 52.45 696,582 March 31, 2015 89,125 3.91 0.8 0.41 0 52.45 62,708 At period end: March 31, 2015 9,839,500 3.91 1.4 0.41 0 52.45 7,690,340 March 31, 2015 983,950 3.91 0.8 0.41 0 52.45 692,308 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 3 Months Ended | |||
Mar. 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | |
Working Capital Surplus (Deficit) | $ (2,599,374) | $ (128,361) | ||
Stockholders' Equity Attributable to Parent | (2,498,745) | $ (774,626) | $ (50,439) | $ (710,982) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (7,609,347) | $ (63,644) | ||
Stockholders' Equity, Reverse Stock Split | 1-for-0.831105 | |||
Common Stock, Shares Authorized | shares | 150,000,000 | 200,000,000 | ||
Share Exchange Agreement [Member] | ||||
Stock Issued During Period, Shares, New Issues | shares | 50,000,000 | |||
Debt Instrument, Convertible, Conversion Ratio | 3.14 | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
CURRENT PERIOD RESTATEMENT(Deta
CURRENT PERIOD RESTATEMENT(Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrant derivative liability | $ 8,382,648 | $ 0 | |||
Total liabilities | 8,924,381 | 464,410 | |||
Additional paid-in capital | 10,081,394 | 4,936,456 | |||
Deficit | (12,688,128) | (5,053,982) | |||
Total Shareholders’ Equity (Deficiency) | (2,498,745) | $ (50,439) | $ (774,626) | $ (710,982) | |
Scenario, Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrant derivative liability | 0 | ||||
Total liabilities | 541,731 | ||||
Additional paid-in capital | 12,076,571 | ||||
Deficit | (6,300,655) | ||||
Total Shareholders’ Equity (Deficiency) | 5,883,905 | ||||
Restatement Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrant derivative liability | 8,382,648 | ||||
Total liabilities | [1] | 8,382,650 | |||
Additional paid-in capital | (1,995,177) | ||||
Deficit | (6,387,473) | ||||
Total Shareholders’ Equity (Deficiency) | $ (8,382,650) | ||||
[1] | small difference in total liabilities due to rounding adjustments. |
CURRENT PERIOD RESTATEMENT (Det
CURRENT PERIOD RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Restatement To Prior Year Income [Line Items] | |||
Change in fair value of warrant derivative liability | $ 6,387,473 | $ 0 | |
Net loss and comprehensive loss for the period | $ (7,609,347) | $ (63,644) | |
Loss per share - basic and diluted | $ (0.14) | $ 0 | |
Scenario, Previously Reported [Member] | |||
Restatement To Prior Year Income [Line Items] | |||
Change in fair value of warrant derivative liability | $ 0 | ||
Net loss and comprehensive loss for the period | $ (1,221,894) | ||
Loss per share - basic and diluted | $ (0.02) | ||
Restatement Adjustment [Member] | |||
Restatement To Prior Year Income [Line Items] | |||
Change in fair value of warrant derivative liability | $ 6,387,473 | ||
Net loss and comprehensive loss for the period | [1] | $ (6,387,453) | |
Loss per share - basic and diluted | $ (0.12) | ||
[1] | $20 adjustment to correct for previous immaterial typographical error. |
CURRENT PERIOD RESTATEMENT (D30
CURRENT PERIOD RESTATEMENT (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss for the period | $ (7,634,146) | $ (82,481) | $ (2,464,747) |
Change in fair value of warrant derivative liability | 6,387,473 | $ 0 | |
Scenario, Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss for the period | (1,246,673) | ||
Change in fair value of warrant derivative liability | 0 | ||
Restatement Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss for the period | (6,387,473) | ||
Change in fair value of warrant derivative liability | $ 6,387,473 |
CURRENT PERIOD RESTATEMENT (D31
CURRENT PERIOD RESTATEMENT (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Adjustment of Warrants | $ 6,387,473 | $ 0 |
PREPAID EXPENSES AND OTHER RE32
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | |
Prepaid Expense And Other Receivables [Line Items] | |||
Prepaid expenses and sundry receivables | $ 6,242 | $ 18,172 | |
Prepaid insurance | 126,771 | 40,630 | |
Sales taxes receivable | [1] | 25,406 | 22,328 |
Prepaid Expenses and Other Receivables | $ 158,419 | $ 81,130 | |
[1] | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Equipment [Line Items] | ||
Equipment, Gross | $ 143,301 | $ 114,472 |
AccumulatedDepreciation | 42,672 | 36,550 |
Equipment, Net | 100,629 | 77,922 |
Computers and electronics [Member] | ||
Equipment [Line Items] | ||
Equipment, Gross | 107,369 | 77,650 |
AccumulatedDepreciation | 33,933 | 27,438 |
Equipment, Net | 73,436 | 50,212 |
Furniture and Fixtures [Member] | ||
Equipment [Line Items] | ||
Equipment, Gross | 23,832 | 24,909 |
AccumulatedDepreciation | 7,689 | 7,325 |
Equipment, Net | 16,143 | 17,584 |
Tools and Parts [Member] | ||
Equipment [Line Items] | ||
Equipment, Gross | 12,100 | 11,913 |
AccumulatedDepreciation | 1,050 | 1,787 |
Equipment, Net | $ 11,050 | $ 10,126 |
EQUIPMENT (Details Textual)
EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equipment [Line Items] | ||
Depreciation | $ 10,412 | $ 423 |
CONVERTIBLE SECURED PROMISSOR35
CONVERTIBLE SECURED PROMISSORY NOTE (Details Textual) | May. 09, 2014$ / shares | Dec. 08, 2011CAD | Feb. 28, 2012CAD | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2012 | May. 09, 2014CAD / shares |
Debt Instrument [Line Items] | |||||||
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 | Feb. 28, 2014 | ||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ | $ 27,677 | ||||||
Debt Instrument, Interest Rate Terms | prime plus 1% | ||||||
Convertible Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from Issuance of Debt | CAD 61,500 | ||||||
Proceeds From Issuance Of Additional Debt | CAD 60,000 | ||||||
Debt Instrument, Face Amount | CAD 121,500 | ||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ | $ 27,677 | ||||||
Fair Value Inputs, Discount Rate | 20.00% | ||||||
Debt Instrument, Convertible, Conversion Price | (per share) | $ 0.81 | CAD 0.90 |
RELATED PARTY TRANSACTIONS AN36
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2015CAD | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CADshares | |
Related Party Transaction [Line Items] | ||||
Due from Related Parties | $ 41,480 | $ 44,986 | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | ||
Repayments of Related Party Debt | $ 37,837 | CAD 44,000 | ||
Accounts Payable, Related Parties | 41,480 | |||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 85,947 | CAD 95,000 | ||
Stock Issued During Period, Shares, Issued for Services | shares | 105,555 | 105,555 | ||
Chief Operating Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 7,025 | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 1,490 | $ 4,220 | ||
Chief Technology Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 9,752 | $ 5,930 |
SHARE CAPITAL (Details)
SHARE CAPITAL (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | |||
Balance | $ (50,439) | $ (774,626) | $ (710,982) | ||
Share compensation expense (in shares) | 371,637 | ||||
Issuance of common shares for cash | 2,616,062 | ||||
Shares issues on conversion of loans | 239,746 | ||||
Shares issued on the exercise of options | 228,875 | ||||
Effect of the Acquisition Transaction | 0 | ||||
Shares issued on private placement | 4,789,404 | ||||
Balance | $ (2,498,745) | $ (50,439) | $ (50,439) | ||
Exchangable Shares [Member] | |||||
Balance (in shares) | 49,737,096 | 36,621,885 | |||
Balance | $ 49,737 | $ 36,622 | |||
Share compensation expense (in shares) | [1] | $ 263 | $ 0 | ||
Share compensation expense | [1] | 262,904 | 0 | ||
Issuance of common shares for cash (in shares) | 0 | 10,792,335 | [2] | ||
Issuance of common shares for cash | $ 0 | $ 10,792 | [2] | ||
Shares issues on conversion of loans (in shares) | 0 | 1,012,142 | [3],[4] | ||
Shares issues on conversion of loans | $ 0 | $ 1,012 | [3],[4] | ||
Shares issued on the exercise of options (in shares) | 0 | 1,310,734 | [5] | ||
Shares issued on the exercise of options | $ 0 | $ 1,311 | [5] | ||
Balance (in shares) | 50,000,000 | 49,737,096 | 49,737,096 | ||
Balance | $ 50,000 | $ 49,737 | $ 49,737 | ||
Common Shares [Member] | |||||
Balance (in shares) | 0 | 0 | |||
Balance | $ 0 | $ 0 | |||
Effect of the Acquisition Transaction (in shares) | [6] | 6,000,000 | 0 | ||
Effect of the Acquisition Transaction | [6] | $ 6,000 | $ 0 | ||
Shares issued on private placement (in shares) | [6],[7],[8],[9] | 9,839,500 | 0 | ||
Shares issued on private placement | [6],[7],[8],[9] | $ 9,840 | $ 0 | ||
Balance (in shares) | 15,839,500 | 0 | 0 | ||
Balance | $ 15,840 | $ 0 | $ 0 | ||
Common Shares and Exchangable shares [Member] | |||||
Balance (in shares) | 0 | ||||
Balance | $ 0 | ||||
Balance (in shares) | 65,839,500 | 0 | 0 | ||
Balance | $ 65,840 | $ 0 | $ 0 | ||
[1] | On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 8(vi)), and recorded in stock based compensation on the statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders the Company intends to reimburse the CTO and COO 320,000 shares of common stock; however, these shares have not yet been issued. | ||||
[2] | In April, 2014, Bionik Canada completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,590,160. A former director of Bionik Canada assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction. | ||||
[3] | In June, 2014, Bionik Canada issued 575,234 common shares on conversion of the convertible secured promissory note (Note 6). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement. | ||||
[4] | In May 2014, Bionik Canada issued 436,908 common shares in exchange for the settlement of $138,888 of unsecured debt. | ||||
[5] | In June 2014, Bionik Canada issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875. | ||||
[6] | 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. | ||||
[7] | 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. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). After deducting the value of the warrants and the share issue costs, $4,789,404 was attributed to the value of the shares. | ||||
[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 “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. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $207,425 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss. | ||||
[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 “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. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $143,389 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss. |
SHARE CAPITAL (Details Textual)
SHARE CAPITAL (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2015USD ($)$ / sharesshares | Mar. 27, 2015USD ($)$ / sharesshares | Feb. 26, 2015USD ($)$ / shares$ / Unitshares | Feb. 25, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | May. 31, 2014USD ($)shares | Apr. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)$ / shares | |
Stock Issued During Period, Value, Stock Options Exercised | $ 228,875 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 4,789,404 | |||||||||
Share-based Compensation | $ 371,637 | $ 0 | ||||||||
Class of Warrant or Right, Outstanding | shares | 10,823,450 | 10,823,450 | ||||||||
Fair Value Adjustment of Warrants | $ 6,387,473 | $ 0 | ||||||||
Unsecured Debt [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 436,908 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 138,888 | |||||||||
Warrant [Member] | ||||||||||
Fair Value Adjustment of Warrants | $ 143,389 | $ 207,425 | $ 6,387,473 | |||||||
Investor [Member] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.23 | |||||||||
Exchangable Shares [Member] | ||||||||||
Stock Issued During Period, Shares, Other | shares | 10,792,335 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.24 | |||||||||
Proceeds from Issuance of Private Placement | $ 2,590,160 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 1,310,734 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 228,875 | |||||||||
Stock Transferred To Lenders | shares | 314,560 | |||||||||
Stock Reimbursed To Officers | shares | 320,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 262,904 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 241,185 | |||||||||
Share-based Compensation | $ 210,323 | |||||||||
Payments of Stock Issuance Costs | $ 11,609 | |||||||||
First Closing [Member] | ||||||||||
Stock Units Issued During Period | shares | 7,735,750 | |||||||||
Proceeds From Issuance of Stock Units | $ 6,188,600 | |||||||||
Stock Units Issued During Period, Purchase Price Per Unit | $ / Unit | 0.80 | |||||||||
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 | |||||||||
Payments of Stock Issuance Costs | $ 4,789,404 | $ 848,822 | ||||||||
Class of Warrant or Right, Outstanding | shares | 773,575 | 773,575 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 50,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | $ 0.80 | ||||||||
First Closing [Member] | Investor [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 7,735,750 | |||||||||
First Closing [Member] | Drywave Stockholders [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 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 | $ / shares | $ 1.40 | |||||||||
Second Closing [Member] | ||||||||||
Stock Units Issued During Period | shares | 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 | |||||||||
Payments of Stock Issuance Costs | $ 141,100 | |||||||||
Class of Warrant or Right, Outstanding | shares | 121,250 | 121,250 | ||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | $ 0.80 | ||||||||
Second Closing [Member] | Broker warrants [Member] | ||||||||||
Warrants Exercisable Period | 4 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | |||||||||
Third Closing [Member] | ||||||||||
Stock Units Issued During Period | shares | 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 | |||||||||
Payments of Stock Issuance Costs | $ 97,098 | |||||||||
Class of Warrant or Right, Outstanding | shares | 89,125 | 89,125 | ||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | $ 0.80 | ||||||||
Third Closing [Member] | Broker warrants [Member] | ||||||||||
Warrants Exercisable Period | 4 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | $ 1.40 | ||||||||
Convertible Secured Promissory Note [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 575,234 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 124,523 | |||||||||
Debt Conversion, Converted Instrument, Rate | 20.00% |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2015 | |
February 17, 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 5 years |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
July 1, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 4 years 4 months 6 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
June 20, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 6 years 3 months 25 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
April 11, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 4 years 1 month 20 days |
Risk free rate | 1.59% |
Dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Expected volatility | 114.00% |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, Ending Balance (in shares) | 4,082,988 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Options, Outstanding, Beginning Balance (in shares) | 3,768,428 | 1,310,665 |
Number Options, Exercised (in shares) | (1,310,665) | |
Number of Options, Issued (in shares) | 314,560 | 3,894,252 |
Number of Options, Cancelled (in shares) | (3,768,428) | (125,824) |
Number of Options, Re-issued as part of Acquisition Transaction (in shares) | 3,768,428 | |
Number of Options, Outstanding, Ending Balance (in shares) | 4,082,988 | 3,768,428 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in dollars per share) | $ 0.22 | $ 0.19 |
Weighted-Average Exercise Price, Exercised (in dollars per share) | 0.19 | |
Weighted-Average Exercise Price, Issued (in dollars per share) | 0.23 | 0.22 |
Weighted-Average Exercise Price, Cancelled (in dollars per share) | 0.22 | 0.17 |
Weighted-Average Exercise Price, Re-issued as part of Acquisition Transaction (in dollars per share) | 0.22 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance (in dollars per share) | $ 0.22 | $ 0.22 |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - $ / shares | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 4,082,988 | ||
Number of Exercisable Options | 370,132 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 0.22 | $ 0.22 | $ 0.19 |
Number of Options | 4,082,988 | 3,768,428 | 1,310,665 |
Stock Option One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 0.165 | ||
Number of Options | 531,606 | ||
Number of Exercisable Options | 177,202 | ||
Stock Option One [Member] | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiry Date | Apr. 11, 2021 | ||
Stock Option Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 0.23 | ||
Number of Options | 264,230 | ||
Number of Exercisable Options | 88,077 | ||
Stock Option Two [Member] | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiry Date | Jun. 20, 2021 | ||
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 | ||
Number of Exercisable Options | 0 | ||
Stock Option Three [Member] | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiry Date | Jul. 1, 2021 | ||
Stock Option Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 0.23 | ||
Number of Options | 314,560 | ||
Number of Exercisable Options | 104,853 | ||
Stock Option Four [Member] | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiry Date | Feb. 17, 2022 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 17, 2015 | Jul. 01, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 15.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,082,988 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 125,824 | |||
April issuance [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 531,606 | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Remeasured Fair value | $ 230,930 | |||
Allocated Share-based Compensation Expense | $ 73,860 | |||
June issuance [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 264,230 | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Remeasured Fair value | $ 118,957 | |||
Allocated Share-based Compensation Expense | $ 36,684 | |||
Employees and Consultant [Member] | April issuance [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 657,430 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.165 | |||
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 | |||
Fair Value of Options | $ 1,259,487 | |||
Director and Employees and Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 314,560 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.23 | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Issued Weighted Average Remaining Contractual Term1 | 7 years | |||
Allocated Share-based Compensation Expense | $ 50,770 | |||
Fair Value of Options | $ 136,613 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Number of Warrants, Outstanding and exercisable, December 31, 2014 and 2013 | shares | 0 |
Number of Warrants, Issued | shares | 10,823,450 |
Number of Warrants, Outstanding and exercisable, March 31, 2015 | shares | 10,823,450 |
Weighted-Average Exercise Price, Outstanding and exercisable, December 31, 2014 and 2013 | $ / shares | $ 0 |
Weighted-Average Exercise Price, Issued | $ / shares | 1.35 |
Weighted-Average Exercise Price, Outstanding and exercisable, March 31, 2015 | $ / shares | $ 1.35 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 10,823,450 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 |
Class of Warrant or Right, Outstanding | 7,735,750 |
Class Of Warrant Or Right Expiry Date | Feb. 26, 2019 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 |
Class of Warrant or Right, Outstanding | 773,575 |
Class Of Warrant Or Right Expiry Date | Feb. 26, 2019 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 |
Class of Warrant or Right, Outstanding | 1,212,500 |
Class Of Warrant Or Right Expiry Date | Mar. 27, 2019 |
Warrant Four [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 |
Class of Warrant or Right, Outstanding | 121,250 |
Class Of Warrant Or Right Expiry Date | Mar. 27, 2019 |
Warrant Five [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 |
Class of Warrant or Right, Outstanding | 891,250 |
Class Of Warrant Or Right Expiry Date | Mar. 31, 2019 |
Warrant Six [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 |
Class of Warrant or Right, Outstanding | 89,125 |
Class Of Warrant Or Right Expiry Date | Mar. 31, 2019 |
WARRANTS (Details 2)
WARRANTS (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Value Of Warrants Issued | $ 2,345,989 | |
Change in fair value of warrant liability | 6,387,473 | $ 0 |
Balance at March 31, 2015 | $ 8,382,648 | |
February 26, 2015 [Member] | ||
Number Warrants issued | 8,509,325 | |
Value Of Warrants Issued | $ 550,374 | |
March 27, 2015 [Member] | ||
Number Warrants issued | 1,333,750 | |
Value Of Warrants Issued | $ 1,036,325 | |
March 31, 2015 [Member] | ||
Number Warrants issued | 980,375 | |
Value Of Warrants Issued | $ 759,290 |
WARRANTS (Details 3)
WARRANTS (Details 3) | 3 Months Ended |
Mar. 31, 2015USD ($)$ / sharesshares | |
Valuation date fair value | $ 2,345,989 |
Classes Of Warrants1 [Member] | |
Valuation Date | Mar. 31, 2015 |
Number of Warrants | shares | 9,839,500 |
Expected life in years | 3 years 10 months 28 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.41% |
Dividend rate | 0.00% |
Expected volatility | 52.45% |
Valuation date fair value | $ 7,690,340 |
Classes Of Warrants2 [Member] | |
Valuation Date | Mar. 31, 2015 |
Number of Warrants | shares | 983,950 |
Expected life in years | 3 years 10 months 28 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.41% |
Dividend rate | 0.00% |
Expected volatility | 52.45% |
Valuation date fair value | $ 692,308 |
Warrant One [Member] | |
Valuation Date | Feb. 26, 2015 |
Number of Warrants | shares | 7,735,750 |
Expected life in years | 4 years |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.44% |
Dividend rate | 0.00% |
Expected volatility | 51.83% |
Valuation date fair value | $ 464,784 |
Warrant Two [Member] | |
Valuation Date | Feb. 26, 2015 |
Number of Warrants | shares | 773,575 |
Expected life in years | 4 years |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.44% |
Dividend rate | 0.00% |
Expected volatility | 51.83% |
Valuation date fair value | $ 85,590 |
Warrant Three [Member] | |
Valuation Date | Mar. 27, 2015 |
Number of Warrants | shares | 1,212,500 |
Expected life in years | 3 years 11 months 1 day |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.43% |
Dividend rate | 0.00% |
Expected volatility | 52.37% |
Valuation date fair value | $ 950,913 |
Warrant Four [Member] | |
Valuation Date | Mar. 27, 2015 |
Number of Warrants | shares | 121,250 |
Expected life in years | 3 years 11 months 1 day |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.43% |
Dividend rate | 0.00% |
Expected volatility | 52.37% |
Valuation date fair value | $ 85,412 |
Warrant Five [Member] | |
Valuation Date | Mar. 31, 2015 |
Number of Warrants | shares | 891,250 |
Expected life in years | 3 years 10 months 28 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.41% |
Dividend rate | 0.00% |
Expected volatility | 52.45% |
Valuation date fair value | $ 696,582 |
Warrant Six [Member] | |
Valuation Date | Mar. 31, 2015 |
Number of Warrants | shares | 89,125 |
Expected life in years | 3 years 10 months 28 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.41% |
Dividend rate | 0.00% |
Expected volatility | 52.45% |
Valuation date fair value | $ 62,708 |
WARRANTS (Details Textual)
WARRANTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 27, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||||
Fair Value Adjustment of Warrants | $ 6,387,473 | $ 0 | |||
Warrant Redemption Terms | The Company has the option to redeem the warrants for $0.001 per warrant if the daily volume weighted-average price of the common shares is 200% or more of the exercise price for twenty consecutive trading days provided there is an effective registration statement covering the common shares available throughout the thirty day period after the redemption date. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumption, Holding Cost Percentage | 2.25% | ||||
Daily Volume Weighted-Average Share Price, Minimum Threshold Percentage | 200.00% | ||||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net, Total | $ 350,814 | ||||
Increase (Decrease) in Derivative Liabilities | 6,036,659 | ||||
Fair Value Adjustment of Warrants | $ 143,389 | $ 207,425 | $ 6,387,473 | ||
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 |
RISK MANAGEMENT (Details Textua
RISK MANAGEMENT (Details Textual) | Mar. 31, 2015CAD |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | CAD 100,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 21, 2015 | Mar. 31, 2015 | |
Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Loans and Leases Receivable, Related Parties | $ 150,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Long-term Debt, Maturities, Repayment Terms | repayable in 18 months | |
Fourth Closing [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 3,115,000 | |
Payments of Stock Issuance Costs | $ 338,960 | |
Subsequent Event, Date | Apr. 21, 2015 | |
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 | |
Fourth Closing [Member] | Subsequent Event [Member] | Broker warrants [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | |
Warrant Exercisable Period | 4 years | |
Number Of Warrants Issued | 311,500 | |
Accedited Investor [Member] | Fourth Closing [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Warrants | $ 2,492,000 |