Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 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 | 22,428,313 | |
Exchangeable Shares | 50,000,000 | |
Document Type | 10-Q | |
Amendment Flag | true | |
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 September 30, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2015 (the “Original Filing”), to restate its unaudited consolidated financial statements and related footnote disclosures for the nine months ended September 30, 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 September 30, 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. | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current | ||
Cash and cash equivalents | $ 7,858,627 | $ 209,933 |
Prepaid expenses and other receivables (Notes 3) | 127,959 | 81,130 |
Due from related parties (Note 8) | 39,547 | 44,986 |
Loan receivable (Note 5) | 303,760 | 0 |
Total Current Assets | 8,329,893 | 336,049 |
Equipment (Note 6) | 98,422 | 77,922 |
Total Assets | 8,428,315 | 413,971 |
Current | ||
Accounts payable (Note 8) | 130,716 | 308,947 |
Accrued liabilities | 118,912 | 155,463 |
Warrant liability | 8,525,647 | 0 |
Total Liabilities | 8,775,275 | 464,410 |
Shareholders' Deficiency | ||
Special Voting Preferred Stock, par value $0.001; Authorized - 1; Issued and outstanding - 1 (December 31, 2014 - Nil) | 0 | 0 |
Common Shares, par value $0.001; Authorized - 150,000,000 (December 31, 2014 - 200,000,000); Issued and outstanding - 22,408,313 and 50,000,000 Exchangeable Shares (December 31, 2014 - nil and 49,737,096 Exchangeable Shares) (Note 9) | 72,408 | 49,737 |
Additional paid in capital | 11,399,108 | 4,936,456 |
Deficit | (11,860,625) | (5,053,982) |
Accumulated other comprehensive income | 42,149 | 17,350 |
Total Shareholders' Deficiency | (346,960) | (50,439) |
Total Liabilities and Shareholders' Deficiency | $ 8,428,315 | $ 413,971 |
Condensed Consolidated Interim3
Condensed Consolidated Interim Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1 | 1 |
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 | 22,408,313 | 0 |
Common Stock, Shares, Outstanding | 22,408,313 | 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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating expenses | ||||
Research and development | $ 768,301 | $ 667,263 | $ 1,813,794 | $ 1,217,183 |
General and administrative | 372,342 | 603,770 | 1,303,540 | 1,177,029 |
Share-based compensation expense (Notes 9(v) and 10) | 26,724 | 13,550 | 1,695,919 | 70,679 |
Depreciation (Note 6) | 15,478 | 11,425 | 42,892 | 34,116 |
Total operating expenses | 1,182,845 | 1,296,008 | 4,856,145 | 2,499,007 |
Other expenses (income) | ||||
Imputed interest expense (Note 7) | 0 | 0 | 0 | 30,711 |
Interest expense | 0 | 0 | 0 | 22,269 |
Other income | (5,533) | (122,753) | (23,156) | (624,790) |
Change in fair value of warrant derivative liability (Note 11) | (3,496,070) | 0 | 1,973,654 | 0 |
Total other expenses (income) | (3,501,603) | (122,753) | 1,950,498 | (571,810) |
Net income (loss) for the period | 2,318,758 | (1,173,255) | (6,806,643) | (1,927,197) |
Foreign exchange translation adjustment for the period | 0 | (1,067) | 24,799 | (4,165) |
Net income (loss) and comprehensive income (loss) for the period | $ 2,318,758 | $ (1,174,322) | $ (6,781,844) | $ (1,931,362) |
Income (loss) per share - basic (Note 2) (in dollars per share) | $ 0.03 | $ (0.02) | $ (0.10) | $ (0.04) |
Income (loss) per share - diluted (Note 2) (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.10) | $ (0.04) |
Weighted average number of shares outstanding - basic (Note 2) (in shares) | 72,408,313 | 49,737,096 | 65,452,924 | 44,334,936 |
Weighted average number of shares outstanding - diluted (Note 2) (in shares) | 76,270,355 | 49,737,096 | 65,452,924 | 44,334,936 |
Condensed Consolidated Interim5
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Deficiency) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Opening Balance at Dec. 31, 2013 | $ (710,982) | $ 0 | $ 36,622 | $ 1,736,247 | $ (2,506,754) | $ 22,903 |
Opening Balance (in shares) at Dec. 31, 2013 | 0 | 36,621,885 | ||||
Issuance of common shares for cash (Note 9(i)) | 2,616,062 | $ 0 | $ 10,792 | 2,605,270 | 0 | 0 |
Issuance of common shares for cash (Note 9(i)) (in shares) | 0 | 10,792,335 | ||||
Share issue costs | (11,609) | $ 0 | $ 0 | (11,609) | 0 | 0 |
Shares issues on conversion of loans (Notes 9(ii) and (iii)) | 239,746 | $ 0 | $ 1,012 | 238,734 | 0 | 0 |
Shares issues on conversion of loans (Notes 9(ii) and (iii)) (in shares) | 0 | 1,012,142 | ||||
Beneficial conversion feature (Note 7) | 27,677 | $ 0 | $ 0 | 27,677 | 0 | 0 |
Shares issued on exercise of stock options (Note 9(iv)) | 228,875 | $ 0 | $ 1,311 | 227,564 | 0 | 0 |
Shares issued on exercise of stock options (Note 9(iv)) (in shares) | 0 | 1,310,734 | ||||
Share compensation expense | 70,679 | $ 0 | $ 0 | 70,679 | 0 | 0 |
Net loss for the period | (1,927,197) | 0 | 0 | 0 | (1,927,197) | 0 |
Foreign currency translation | (4,165) | 0 | 0 | 0 | 0 | (4,165) |
Closing Balance at Sep. 30, 2014 | 529,086 | $ 0 | $ 49,737 | 4,894,562 | (4,433,951) | 18,738 |
Closing Balance (in shares) at Sep. 30, 2014 | 0 | 49,737,096 | ||||
Opening Balance at Dec. 31, 2013 | (710,982) | $ 0 | $ 36,622 | 1,736,247 | (2,506,754) | 22,903 |
Opening Balance (in shares) at Dec. 31, 2013 | 0 | 36,621,885 | ||||
Closing Balance at Dec. 31, 2014 | (50,439) | $ 0 | $ 49,737 | 4,936,456 | (5,053,982) | 17,350 |
Closing Balance (in shares) at Dec. 31, 2014 | 0 | 49,737,096 | ||||
Opening Balance at Sep. 30, 2014 | 529,086 | $ 0 | $ 49,737 | 4,894,562 | (4,433,951) | 18,738 |
Opening Balance (in shares) at Sep. 30, 2014 | 0 | 49,737,096 | ||||
Share compensation expense | 41,894 | $ 0 | $ 0 | 41,894 | 0 | 0 |
Net loss for the period | (620,031) | 0 | 0 | 0 | (620,031) | 0 |
Foreign currency translation | (1,388) | 0 | 0 | 0 | 0 | (1,388) |
Closing Balance at Dec. 31, 2014 | (50,439) | $ 0 | $ 49,737 | 4,936,456 | (5,053,982) | 17,350 |
Closing Balance (in shares) at Dec. 31, 2014 | 0 | 49,737,096 | ||||
Effect of the Reverse Acquisition (Note 9(vii)) | 0 | $ 0 | $ 6,000 | (6,000) | 0 | 0 |
Effect of the Reverse Acquisition (Note 9(vii)) (in shares) | 1 | 6,000,063 | ||||
Shares issued on private placement Notes 9(vi) and (viii-xii) | 4,789,404 | $ 0 | $ 16,408 | 4,772,996 | 0 | 0 |
Shares issued on private placement Notes 9(vi) and (viii-xii) (in shares) | 0 | 16,408,250 | ||||
Share compensation expense (Notes 9(v) and 10) | 1,695,919 | $ 0 | $ 263 | 1,695,656 | 0 | 0 |
Share compensation expense (Notes 9(v) and 10) (in shares) | 0 | 262,904 | ||||
Net loss for the period | (6,806,643) | $ 0 | $ 0 | 0 | (6,806,643) | 0 |
Foreign currency translation | 24,799 | 0 | 0 | 0 | 0 | 24,799 |
Closing Balance at Sep. 30, 2015 | $ (346,960) | $ 0 | $ 72,408 | $ 11,399,108 | $ (11,860,625) | $ 42,149 |
Closing Balance (in shares) at Sep. 30, 2015 | 1 | 72,408,313 |
Condensed Consolidated Interim6
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss for the period | $ (6,806,643) | $ (1,927,197) |
Adjustment for items not affecting cash | ||
Depreciation of equipment | 42,892 | 34,116 |
Imputed interest | 0 | 30,711 |
Share compensation expense | 1,695,919 | 70,679 |
Change in fair value of warrant derivative liability | 1,973,654 | 0 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | (3,094,178) | (1,791,691) |
Changes in non-cash working capital items | ||
Prepaid expenses and other receivables | (46,829) | (258,603) |
Due from related parties | 5,439 | (141,616) |
Accounts payable | (178,231) | 130,231 |
Accrued liabilities | (36,551) | (225,915) |
Net cash used in operating activities | (3,350,350) | (2,287,594) |
Investing activities | ||
Acquisition of equipment | (63,482) | (104,781) |
Provision of a loan receivable | (300,000) | 0 |
Net cash used in investing activities | (363,482) | (104,781) |
Financing activities | ||
Proceeds from issuance of shares, net of issue costs | 11,341,397 | 2,656,097 |
Proceeds from exercise of stock options | 0 | 228,875 |
Repayment of loans from related parties | 0 | (200,263) |
Net cash provided by financing activities | 11,341,397 | 2,684,709 |
Effects of foreign currency exchange rate changes | 21,129 | (6,651) |
Net increase in cash and cash equivalents for the period | 7,648,694 | 285,683 |
Cash and cash equivalents, beginning of period | 209,933 | 119,557 |
Cash and cash equivalents, end of period | 7,858,627 | 405,240 |
Supplemental information: | ||
Issuance of shares on conversion of loans | $ 500,000 | $ 239,746 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. NATURE OF OPERATIONS The Company and its Operations Bionik Laboratories Corp. (formerly Drywave Technologies Inc., 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 , subject to the Exchangeable Shares referred to below, 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 As a result of the shareholders of Bionik Canada having a controlling interest in the Company subsequent to the Merger, for accounting purposes the Merger 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 Merger. References to the Company refer to the Company and its subsidiaries, Bionik Acquisition Inc. and Bionik Laboratories Inc. References to Drywave relate to the Company prior to the Merger. The Company has not yet realized any revenues from its planned operations. As at September 30, 2015, the Company had a working capital deficit of $ 445,382 128,361 346,960 50,439 6,781,844 1,931,362 The Company’s principal offices are located at 483 Bay Street, N105, Toronto, Ontario, M5G 2C9. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES Unaudited Condensed Consolidated Interim Financial Statements These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements filed on Form 10-K 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. 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. 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. Net Income (Loss) Per Share (“EPS”) Basic EPS and Diluted EPS for the nine month period ended September 30, 2015 and the three and nine month period ended September 30, 2014 have been computed by dividing the net loss available to common shareholders for the period by the weighted average shares outstanding during each period. All outstanding stock options and warrants have been excluded from the respective computations of diluted EPS as they are anti-dilutive, due to losses generated during these periods. Basic earnings per share for the three month period ended September 30, 2015 has been computed by dividing the net income available to common shareholders for the period by the weighted average shares outstanding during that period. Diluted EPS for the three-month period ended September 30, 2015 has been computed by dividing the net income available to common shareholders, as adjusted downwards by the change in fair value of warrant derivative liability, by the diluted weighted average shares outstanding during that period. Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. Foreign Currency Translation On April 1, 2015, Bionik Canada and Bionik Acquisition Inc. changed its functional currency from the Canadian Dollar to the U.S. Dollar. This reflects the fact that the majority of the Company’s business is influenced by an economic environment denominated in U.S. currency as well the Company anticipates revenues to be earned in U.S. dollars. The change in accounting treatment is applied prospectively. 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 and its wholly-owned subsidiaries is the U.S. 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. |
CURRENT PERIOD RESTATEMENT
CURRENT PERIOD RESTATEMENT | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes [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: As previously reported Restated September Restatement September 30, 2015 Adjustment 30, 2015 $ $ $ Warrant derivative liability - 8,525,647 8,525,647 Total liabilities 249,628 8,525,647 8,775,275 Additional paid-in capital 17,951,101 (6,551,993) 11,399,108 Deficit (9,886,971) (1,973,654) (11,860,625) Total Shareholders’ Equity (Deficiency) 8,178,687 (8,525,647) (346,960) As previously reported Restated September 30, Restatement September 2015 Adjustment 30, 2015 $ $ $ Change in fair value of warrant derivative liability - (3,496,070) (3,496,070) Net Income (loss) and comprehensive income (loss) for the period (1,177,312) 3,496,070 2,318,758 Income (Loss) per share basic (0.02) 0.05 0.03 Income (Loss) per share diluted (0.02) 0.00 (0.02) Changes to the condensed consolidated interim statements of operations and comprehensive loss for the nine month period ended: As previously reported Restated September 30, Restatement September 30, 2015 Adjustment 2015 $ $ $ Change in fair value of warrant derivative liability - 1,973,654 1,973,654 Net Income (loss) and comprehensive income (loss) for the period (4,808,190) (1,973,654) (6,781,844) Income (Loss) per share basic (0.07) (0.03) (0.10) Income (Loss) per share diluted (0.07) (0.03) (0.10) Changes to the condensed consolidated interim statements cash flows: As previously reported Restated September 30, Restatement September 30, 2015 Adjustment 2015 $ $ $ Net loss for the period (4,832,989) (1,973,654) (6,806,643) Change in fair value of warrant derivative liability - 1,973,654 1,973,654 |
PREPAID EXPENSES AND OTHER RECE
PREPAID EXPENSES AND OTHER RECEIVABLES | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expense And Other Receivables [Text Block] | 4. PREPAID EXPENSES AND OTHER RECEIVABLES September 30, 2015 December 31, 2014 $ $ Prepaid expenses and sundry receivables (Note 4) 53,007 18,172 Prepaid insurance 44,633 40,630 Sales taxes receivable (i) 30,319 22,328 127,959 81,130 i) Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
LOAN RECEIVABLE
LOAN RECEIVABLE | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 5. LOAN RECEIVABLE During the period, the Company provided two loans to a third party (the “Borrower”) in the aggregate amount of $ 300,000 6 200,000 Of the $300,000, $150,000 is repayable upon the earliest of May 5, 2016, the consummation of certain possible transactions and any consolidation, merger, combination, reorganization or other similar transaction entered into by the Borrower, and interest is payable semi-yearly. The remaining $150,000, along with accrued interest, is repayable upon the earliest of the nine month anniversary of the termination date of any letter of intent with respect to a Possible Transaction and the consummation of certain Possible Transactions or any other similar transaction similar to a Possible Transaction without the participation of the Company. 3,760 |
EQUIPMENT
EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Equipment [Abstract] | |
Equipment Disclosure [Text Block] | 6. EQUIPMENT September 30, 2015 December 31, 2014 Cost Accumulated Net Cost Accumulated Net $ $ $ $ $ $ Computers and electronics 144,036 68,731 75,305 77,650 27,438 50,212 Furniture and fixtures 22,496 8,793 13,703 24,909 7,325 17,584 Tools and parts 11,422 2,008 9,414 11,913 1,787 10,126 177,954 79,532 98,422 114,472 36,550 77,922 Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the nine and three month periods ended September 30, 2015 was $ 42,982 15,478 34,116 11,425 |
CONVERTIBLE SECURED PROMISSORY
CONVERTIBLE SECURED PROMISSORY NOTE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. CONVERTIBLE SECURED PROMISSORY NOTE On December 8, 2011, the Company received $ 61,500 60,000 121,500 1 convert the principal plus accrued interest at a discount of 20% to the share price in the event of a qualifying financing The note matured on February 28, 2014, at this point the conversion option expired and the note became due on demand; however, no repayment was demanded. Upon the occurrence of the April financing (Note 9(i)) the Company agreed to honor the original conversion option and a beneficial conversion feature of $ 27,677 On May 9, 2014, the lender converted the note plus accrued interest into common shares based on the 20 0.81 0.90 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. RELATED PARTY TRANSACTIONS AND BALANCES Due from related parties (a) As of September 30, 2015, the Company had advances receivable from the Chief Operating Officer (“COO”) and Chief Technology Officer (“CTO”) for $ 39,547 44,986 1 37,837 44,000 39,547 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 September 30, 2015, $ 14,188 4,220 3,646 5,930 5,154 1,184 |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. SHARE CAPITAL September 30, 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 Merger consideration (vii) 6,000,063 6,000 - - Shares issued under private placement (vi)-(xii) 16,408,250 16,408 - - Balance at end of the period 22,408,313 22,408 - - TOTAL COMMON SHARES 72,408,313 72,408 - - (i) In April, 2014, the Company completed a private placement issuing 10,792,335 0.24 2,616,062 11,609 (ii) In May 2014, the Company issued 436,908 115,223 (iii) In June, 2014, the Company issued 575,234 124,523 20 (iv) In June 2014, the Company 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 Merger 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 per share exercisable for 4 years. 848,822 773,575 0.80 4 4,789,404 (vii) Immediately following the Merger and the First Closing, 6,000,063 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 per share exercisable for 4 years. 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 per share exercisable for 4 years. 92,690 89,125 0.80 4 143,389 (x) On April 21, 2015, the Company issued 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 4 435,682 (xi) On May 27, 2015, the Company issued 1,418,750 1,135,000 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. 151,975 141,875 0.80 4 37,739 (xii) On June 30, 2015, the Company issued 2,035,000 1,628,000 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 211,656 203,500 0.80 4 74,625 Special Voting Preferred Share In connection with the Merger (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 Voting 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 Merger 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 Special Voting Preferred Share. The Special Voting 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 Voting 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 Voting Preferred Share will terminate pursuant to and in accordance with the Trust Agreement. The Special Voting Preferred Share will be automatically cancelled at such time as no Exchangeable Shares are held by a Beneficiary. |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. 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 10,800,000 On April 11, 2014 and June 20, 2014 the Company issued 657,430 264,230 0.165 0.23 125,824 657,430 531,606 264,230 230,930 118,957 104,853 112,400 49,950 44,782 25,897 19,375 4,040 8,454 5,096 On July 1, 2014, the Company issued 2,972,592 0.23 7 1,259,487 On February 17, 2015 the Company issued 314,560 0.23 seven years 136,613 52,428 63,759 3,309 February 17, July 1, 2014 June 20, 2014 April 11, 2014 Expected life in years 5.00 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 Weighted- 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 Merger (3,768,428) 0.22 Re-issued as part of Merger 3,768,428 0.22 Issued 314,560 0.23 Cancelled (157,281) 0.23 Outstanding, September 30, 2015 3,925,707 0.22 Exercise Price ($) Number of Options Expiry Date Number of 0.165 531,606 April 1, 2021 354,404 0.23 159,377 June 20, 2021 123,727 0.23 2,972,592 July 1, 2021 2,972,592 0.23 262,132 February 17, 2022 104,857 3,925,707 3,555,580 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Shareholders Equity And Share Based Payments Stock Warrant [Text Block] | 11. WARRANTS Number of Weighted- Outstanding and exercisable, December 31, 2014 and 2013 - - Issued 18,049,075 1.35 Outstanding and exercisable, September 30, 2015 18,049,075 1.35 Exercise Price ($) Number of Warrants Expiry Date 1.40 Note 9(vi) 7,735,750 February 26, 2019 0.80 Note 9(vi) 773,575 February 26, 2019 1.40 Note 9(viii) 1,212,500 March 27, 2019 0.80 Note 9(viii) 121,250 March 27, 2019 1.40 Note 9(ix) 891,250 March 31, 2019 0.80 Note 9(ix) 89,125 March 31, 2019 1.40 Note 9(x) 3,115,000 April 21, 2019 0.80 Note 9(x) 311,500 April 21, 2019 1.40 Note 9(xi) 1,418,750 May 27, 2019 0.80 Note 9(xi) 141,875 May 27, 2019 1.40 Note 9(xii) 2,035,000 June 30, 2019 0.80 Note 9(xii) 203,500 June 30, 2019 18,049,075 In 2014 the Company repaid loans of $ 180,940 12,138 transaction the Company committed and was obligated and will issue to these lenders warrants exercisable into 349,522 Exchangeable Shares at an exercise price of $ 0.23 Subsequent to period end these warrants were issued pursuant to the prior commitment (Note 14). 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 $0.001 per warrant if the daily volume weighted-average price of the common shares is 200% or more of the exercise price for twenty consecutive trading days provided there is an effective registration statement covering the common shares available throughout the thirty day period after the redemption date. The Company’s derivative instruments have been measured at fair value at inception and at September 30, 2015 using a simulation model. The Company recognizes all of its warrants with price protection on its consolidated balance sheet as a derivative liability. The following summarizes the changes in the value of the warrant derivative liability from inception until September 30, 2015: Number of Value ($) Warrants issued in February 26, 2015 financing Note 9(vi) 8,509,325 550,374 Warrants issued in March 27, 2015 financing Note 9(viii) 1,333,750 1,036,325 Warrants issued in March 31, 2015 financing Note 9(ix) 980,375 759,290 Warrants issued in April 21, 2015 financing Note 9(x) 3,426,500 2,588,722 Warrants issued in May 27, 2015 financing Note 9(xi) 1,560,625 1,025,173 Warrants issued in June 30, 2015 financing Note 9(xii) 2,238,500 1,490,969 7,450,853 Change in fair value of warrant derivative liability 1,074,794 Balance at September 30, 2015 8,525,647 During the nine month period ended September 30, 2015, the Company recorded a loss of $ 898,860 1,074,794 3,496,070 3,496,070 1,973,654 Valuation Date Number of Expected Exercise Risk free Dividend Expected Grant date fair 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 April 21, 2015 3,115,000 3.85 1.4 0.68 % 0 % 51.54 % 2,371,956 April 21, 2015 311,500 3.85 0.8 0.68 % 0 % 51.54 % 216,766 May 27, 2015 1,418,750 3.76 1.4 0.46 % 0 % 51.74 % 933,065 May 27, 2015 141,875 3.76 0.8 0.46 % 0 % 51.74 % 92,108 June 30, 2015 2,035,000 3.66 1.4 0.37 % 0 % 52.94 % 1,356,512 June 30, 2015 203,500 3.66 0.8 0.37 % 0 % 52.94 % 134,457 At period end: September 30, 2015 16,408,250 3.41 1.4 0.33 % 0 % 55.91 % 7,619,516 September 30, 2015 1,640,825 3.41 0.8 0.33 % 0 % 55.91 % 906,131 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 September 30, 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. COMMITMENTS AND CONTINGENCIES Commitments During the quarter, the Company entered into service agreements that result in a commitment to issue up to an aggregate 102,500 135,000 Subsequent to period end 20,000 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 | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 13. 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 twelve- month period. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS 1. Subsequent to period end, the Company issued warrants exercisable into 349,522 0.23 2. Subsequent to period end, the Company issued 20,000 |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 filed on Form 10-K 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. |
Significant Judgments 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] | 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. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share (“EPS”) Basic EPS and Diluted EPS for the nine month period ended September 30, 2015 and the three and nine month period ended September 30, 2014 have been computed by dividing the net loss available to common shareholders for the period by the weighted average shares outstanding during each period. All outstanding stock options and warrants have been excluded from the respective computations of diluted EPS as they are anti-dilutive, due to losses generated during these periods. Basic earnings per share for the three month period ended September 30, 2015 has been computed by dividing the net income available to common shareholders for the period by the weighted average shares outstanding during that period. Diluted EPS for the three-month period ended September 30, 2015 has been computed by dividing the net income available to common shareholders as adjusted downwards by the change in fair value of warrant derivative liability, by the diluted weighted average shares outstanding during that period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed interim financial statements of adopting ASU 2014-09 will be assessed by management. On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The impact on the condensed interim financial statements of adopting ASU 2014-15 will be assessed by management. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation On April 1, 2015, Bionik Canada and Bionik Acquisition Inc. changed its functional currency from the Canadian Dollar to the U.S. Dollar. This reflects the fact that the majority of the Company’s business is influenced by an economic environment denominated in U.S. currency as well the Company anticipates revenues to be earned in U.S. dollars. The change in accounting treatment is applied prospectively. 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 and its wholly-owned subsidiaries is the U.S. 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. |
CURRENT PERIOD RESTATEMENT (Tab
CURRENT PERIOD RESTATEMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Changes to the condensed consolidated interim balance sheet as at September 30, 2015: As previously reported Restated September Restatement September 30, 2015 Adjustment 30, 2015 $ $ $ Warrant derivative liability - 8,525,647 8,525,647 Total liabilities 249,628 8,525,647 8,775,275 Additional paid-in capital 17,951,101 (6,551,993) 11,399,108 Deficit (9,886,971) (1,973,654) (11,860,625) Total Shareholders’ Equity (Deficiency) 8,178,687 (8,525,647) (346,960) |
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 Restated September 30, Restatement September 2015 Adjustment 30, 2015 $ $ $ Change in fair value of warrant derivative liability - (3,496,070) (3,496,070) Net Income (loss) and comprehensive income (loss) for the period (1,177,312) 3,496,070 2,318,758 Income (Loss) per share basic (0.02) 0.05 0.03 Income (Loss) per share diluted (0.02) 0.00 (0.02) Changes to the condensed consolidated interim statements of operations and comprehensive loss for the nine month period ended: As previously reported Restated September 30, Restatement September 30, 2015 Adjustment 2015 $ $ $ Change in fair value of warrant derivative liability - 1,973,654 1,973,654 Net Income (loss) and comprehensive income (loss) for the period (4,808,190) (1,973,654) (6,781,844) Income (Loss) per share basic (0.07) (0.03) (0.10) Income (Loss) per share diluted (0.07) (0.03) (0.10) Changes to the condensed consolidated interim statements cash flows: As previously reported Restated September 30, Restatement September 30, 2015 Adjustment 2015 $ $ $ Net loss for the period (4,832,989) (1,973,654) (6,806,643) Change in fair value of warrant derivative liability - 1,973,654 1,973,654 |
PREPAID EXPENSES AND OTHER RE23
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | September 30, 2015 December 31, 2014 $ $ Prepaid expenses and sundry receivables (Note 4) 53,007 18,172 Prepaid insurance 44,633 40,630 Sales taxes receivable (i) 30,319 22,328 127,959 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) | 9 Months Ended |
Sep. 30, 2015 | |
Equipment [Abstract] | |
Equipment [Table Text Block] | Equipment consisted of the following as at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Cost Accumulated Net Cost Accumulated Net $ $ $ $ $ $ Computers and electronics 144,036 68,731 75,305 77,650 27,438 50,212 Furniture and fixtures 22,496 8,793 13,703 24,909 7,325 17,584 Tools and parts 11,422 2,008 9,414 11,913 1,787 10,126 177,954 79,532 98,422 114,472 36,550 77,922 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | September 30, 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 Merger consideration (vii) 6,000,063 6,000 - - Shares issued under private placement (vi)-(xii) 16,408,250 16,408 - - Balance at end of the period 22,408,313 22,408 - - TOTAL COMMON SHARES 72,408,313 72,408 - - (i) In April, 2014, the Company completed a private placement issuing 10,792,335 0.24 2,616,062 11,609 (ii) In May 2014, the Company issued 436,908 115,223 (iii) In June, 2014, the Company issued 575,234 124,523 20 (iv) In June 2014, the Company 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 Merger 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 per share exercisable for 4 years. 848,822 773,575 0.80 4 4,789,404 (vii) Immediately following the Merger and the First Closing, 6,000,063 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 per share exercisable for 4 years. 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 per share exercisable for 4 years. 92,690 89,125 0.80 4 143,389 (x) On April 21, 2015, the Company issued 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 4 435,682 (xi) On May 27, 2015, the Company issued 1,418,750 1,135,000 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. 151,975 141,875 0.80 4 37,739 (xii) On June 30, 2015, the Company issued 2,035,000 1,628,000 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 $1.40 per share exercisable for 4 years 211,656 203,500 0.80 4 74,625 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | These options granted and revalued during the period ended September 30, 2015 were valued using the Black-Scholes option pricing model with the following key assumptions: February 17, July 1, 2014 June 20, 2014 April 11, 2014 Expected life in years 5.00 4.35 6.32 4.14 Risk free rate 1.59 % 1.59 % 1.59 % 1.59 % Dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % Expected volatility 114 % 114 % 114 % 114 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s outstanding options is as follows: Number of Weighted- Outstanding, December 31, 2013 1,310,665 0.19 Exercised (1,310,665) 0.19 Issued 3,894,252 0.22 Cancelled (125,824) 0.17 Outstanding, December 31, 2014 3,768,428 0.22 Cancelled as a result of Merger (3,768,428) 0.22 Re-issued as part of Merger 3,768,428 0.22 Issued 314,560 0.23 Cancelled (157,281) 0.23 Outstanding, September 30, 2015 3,925,707 0.22 |
Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block] | The following is a summary of stock options outstanding and exercisable as of September 30, 2015: Exercise Price ($) Number of Options Expiry Date Number of 0.165 531,606 April 1, 2021 354,404 0.23 159,377 June 20, 2021 123,727 0.23 2,972,592 July 1, 2021 2,972,592 0.23 262,132 February 17, 2022 104,857 3,925,707 3,555,580 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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: Number of Weighted- Outstanding and exercisable, December 31, 2014 and 2013 - - Issued 18,049,075 1.35 Outstanding and exercisable, September 30, 2015 18,049,075 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 September 30, 2015: Exercise Price ($) Number of Warrants Expiry Date 1.40 Note 9(vi) 7,735,750 February 26, 2019 0.80 Note 9(vi) 773,575 February 26, 2019 1.40 Note 9(viii) 1,212,500 March 27, 2019 0.80 Note 9(viii) 121,250 March 27, 2019 1.40 Note 9(ix) 891,250 March 31, 2019 0.80 Note 9(ix) 89,125 March 31, 2019 1.40 Note 9(x) 3,115,000 April 21, 2019 0.80 Note 9(x) 311,500 April 21, 2019 1.40 Note 9(xi) 1,418,750 May 27, 2019 0.80 Note 9(xi) 141,875 May 27, 2019 1.40 Note 9(xii) 2,035,000 June 30, 2019 0.80 Note 9(xii) 203,500 June 30, 2019 18,049,075 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following summarizes the changes in the value of the warrant derivative liability from inception until September 30, 2015: Number of Value ($) Warrants issued in February 26, 2015 financing Note 9(vi) 8,509,325 550,374 Warrants issued in March 27, 2015 financing Note 9(viii) 1,333,750 1,036,325 Warrants issued in March 31, 2015 financing Note 9(ix) 980,375 759,290 Warrants issued in April 21, 2015 financing Note 9(x) 3,426,500 2,588,722 Warrants issued in May 27, 2015 financing Note 9(xi) 1,560,625 1,025,173 Warrants issued in June 30, 2015 financing Note 9(xii) 2,238,500 1,490,969 7,450,853 Change in fair value of warrant derivative liability 1,074,794 Balance at September 30, 2015 8,525,647 |
Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The key inputs used in the simulation model at inception and at September 30, 2015 are as follows: Valuation Date Number of Expected Exercise Risk free Dividend Expected Grant date fair 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 April 21, 2015 3,115,000 3.85 1.4 0.68 % 0 % 51.54 % 2,371,956 April 21, 2015 311,500 3.85 0.8 0.68 % 0 % 51.54 % 216,766 May 27, 2015 1,418,750 3.76 1.4 0.46 % 0 % 51.74 % 933,065 May 27, 2015 141,875 3.76 0.8 0.46 % 0 % 51.74 % 92,108 June 30, 2015 2,035,000 3.66 1.4 0.37 % 0 % 52.94 % 1,356,512 June 30, 2015 203,500 3.66 0.8 0.37 % 0 % 52.94 % 134,457 At period end: September 30, 2015 16,408,250 3.41 1.4 0.33 % 0 % 55.91 % 7,619,516 September 30, 2015 1,640,825 3.41 0.8 0.33 % 0 % 55.91 % 906,131 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 26, 2015shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | |
Working Capital (Deficit) | $ 445,382 | $ 445,382 | $ 128,361 | ||||
Stockholders' Equity Attributable to Parent | (346,960) | $ 529,086 | (346,960) | $ 529,086 | $ (50,439) | $ (710,982) | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 2,318,758 | $ (1,174,322) | $ (6,781,844) | $ (1,931,362) | |||
Stockholders' Equity, Reverse Stock Split | 1-for-0.831105 | ||||||
Common Stock, Shares Authorized | shares | 150,000,000 | 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 (Det
CURRENT PERIOD RESTATEMENT (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant derivative liability | $ 8,525,647 | $ 0 | ||
Total liabilities | 8,775,275 | 464,410 | ||
Additional paid-in capital | 11,399,108 | 4,936,456 | ||
Deficit | (11,860,625) | (5,053,982) | ||
Total Shareholders' Equity (Deficiency) | (346,960) | $ (50,439) | $ 529,086 | $ (710,982) |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant derivative liability | 0 | |||
Total liabilities | 249,628 | |||
Additional paid-in capital | 17,951,101 | |||
Deficit | (9,886,971) | |||
Total Shareholders' Equity (Deficiency) | 8,178,687 | |||
Restatement Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant derivative liability | 8,525,647 | |||
Total liabilities | 8,525,647 | |||
Additional paid-in capital | (6,551,993) | |||
Deficit | (1,973,654) | |||
Total Shareholders' Equity (Deficiency) | $ (8,525,647) |
CURRENT PERIOD RESTATEMENT (D30
CURRENT PERIOD RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant derivative liability | $ (3,496,070) | $ 1,973,654 | ||
Net Income (loss) and comprehensive income (loss) for the period | $ 2,318,758 | $ (1,174,322) | $ (6,781,844) | $ (1,931,362) |
Income (Loss) per share - basic | $ 0.03 | $ (0.02) | $ (0.10) | $ (0.04) |
Income (Loss) per share - diluted | $ (0.02) | $ (0.02) | $ (0.10) | $ (0.04) |
As Previously Reported [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant derivative liability | $ 0 | $ 0 | ||
Net Income (loss) and comprehensive income (loss) for the period | $ (1,177,312) | $ (4,808,190) | ||
Income (Loss) per share - basic | $ (0.02) | $ (0.07) | ||
Income (Loss) per share - diluted | $ (0.02) | $ (0.07) | ||
Restatement Adjustment [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant derivative liability | $ (3,496,070) | $ 1,973,654 | ||
Net Income (loss) and comprehensive income (loss) for the period | $ 3,496,070 | $ (1,973,654) | ||
Income (Loss) per share - basic | $ 0.05 | $ (0.03) | ||
Income (Loss) per share - diluted | $ 0 | $ (0.03) |
CURRENT PERIOD RESTATEMENT (D31
CURRENT PERIOD RESTATEMENT (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss for the period | $ 2,318,758 | $ (620,031) | $ (1,173,255) | $ (6,806,643) | $ (1,927,197) |
Change in fair value of warrant derivative liability | (3,496,070) | 1,973,654 | |||
As Previously Reported [Member] | |||||
Net loss for the period | (4,832,989) | ||||
Change in fair value of warrant derivative liability | 0 | 0 | |||
Restatement Adjustment [Member] | |||||
Net loss for the period | (1,973,654) | ||||
Change in fair value of warrant derivative liability | $ (3,496,070) | $ 1,973,654 |
PREPAID EXPENSES AND OTHER RE32
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Prepaid Expense And Other Receivables [Line Items] | |||
Prepaid expenses and sundry receivables (Note 4) | $ 53,007 | $ 18,172 | |
Prepaid insurance | 44,633 | 40,630 | |
Sales taxes receivable (i) | [1] | 30,319 | 22,328 |
Prepaid Expense and Other Receivables | $ 127,959 | $ 81,130 | |
[1] | Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada. |
LOAN RECEIVABLE (Details Textua
LOAN RECEIVABLE (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Loans and Leases Receivable, Related Parties | $ 300,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Interest Receivable, Current | $ 3,760 |
Subordinated Debt | $ 200,000 |
Loans and Leases Receivable, Description | Of the $300,000, $150,000 is repayable upon the earliest of May 5, 2016, the consummation of certain possible transactions and any consolidation, merger, combination, reorganization or other similar transaction entered into by the Borrower, and interest is payable semi-yearly. The remaining $150,000, along with accrued interest, is repayable upon the earliest of the nine month anniversary of the termination date of any letter of intent with respect to a Possible Transaction and the consummation of certain Possible Transactions or any other similar transaction similar to a Possible Transaction without the participation of the Company. |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 177,954 | $ 114,472 |
Accumulated Depreciation | 79,532 | 36,550 |
Property, Plant and Equipment, Net | 98,422 | 77,922 |
Computers and electronics [Member] | ||
Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 144,036 | 77,650 |
Accumulated Depreciation | 68,731 | 27,438 |
Property, Plant and Equipment, Net | 75,305 | 50,212 |
Furniture and Fixtures [Member] | ||
Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 22,496 | 24,909 |
Accumulated Depreciation | 8,793 | 7,325 |
Property, Plant and Equipment, Net | 13,703 | 17,584 |
Tools and Parts [Member] | ||
Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,422 | 11,913 |
Accumulated Depreciation | 2,008 | 1,787 |
Property, Plant and Equipment, Net | $ 9,414 | $ 10,126 |
EQUIPMENT (Details Textual)
EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equipment [Line Items] | ||||
Depreciation | $ 15,478 | $ 11,425 | $ 42,892 | $ 34,116 |
CONVERTIBLE SECURED PROMISSOR36
CONVERTIBLE SECURED PROMISSORY NOTE (Details Textual) | May. 09, 2014$ / shares | Dec. 08, 2011CAD | Feb. 28, 2014 | Feb. 28, 2012CAD | Sep. 30, 2015USD ($) | May. 09, 2014CAD / shares |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
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, 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, Convertible, Beneficial Conversion Feature | $ | $ 27,677 | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
Fair Value Inputs, Discount Rate | 20.00% | |||||
Debt Instrument, Convertible, Conversion Price | (per share) | $ 0.81 | CAD 0.90 |
RELATED PARTY TRANSACTIONS AN37
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CADshares | |
Related Party Transaction [Line Items] | ||||
Due from Related Parties | $ 39,547 | $ 44,986 | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | ||
Repayments of Other Debt | $ 37,837 | CAD 44,000 | ||
Accounts Payable, Related Parties | 39,547 | |||
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 | 5,154 | $ 0 | ||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 14,188 | 4,220 | ||
Chief Technology Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 3,646 | 5,930 | ||
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 1,184 | $ 0 |
SHARE CAPITAL (Details)
SHARE CAPITAL (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |||
Opening Balance | $ (50,439) | $ (710,982) | $ (710,982) | ||
Share compensation expense | 1,695,919 | ||||
Issuance of common shares for cash | 2,616,062 | ||||
Shares issues on conversion of loans | 239,746 | ||||
Shares issued on exercise of stock options | 228,875 | ||||
Effect of the Acquisition Transaction | 0 | ||||
Closing Balance | $ (346,960) | $ 529,086 | $ (50,439) | ||
Exchangable Shares [Member] | |||||
Opening Balance (in shares) | 49,737,096 | 36,621,885 | 36,621,885 | ||
Opening Balance | $ 49,737 | $ 36,622 | $ 36,622 | ||
Share compensation expense (in shares) | 262,904 | [1] | 0 | ||
Share compensation expense | $ 263 | [1] | $ 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 exercise of stock options (in shares) | 0 | 1,310,734 | [5] | ||
Shares issued on exercise of stock options | $ 0 | $ 1,311 | [5] | ||
Closing Balance (in shares) | 50,000,000 | 49,737,096 | |||
Closing Balance | $ 50,000 | $ 49,737 | |||
Common Shares [Member] | |||||
Opening Balance (in shares) | 0 | 0 | 0 | ||
Opening Balance | $ 0 | $ 0 | $ 0 | ||
Effect of the Acquisition Transaction (in shares) | 6,000,063 | [6] | 0 | ||
Effect of the Acquisition Transaction | $ 6,000 | [6] | $ 0 | ||
Shares issued on private placement (in shares) | 16,408,250 | [6],[7],[8],[9],[10],[11],[12] | 0 | ||
Shares issued on private placement | $ 16,408 | [6],[7],[8],[9],[10],[11],[12] | $ 0 | ||
Closing Balance (in shares) | 22,408,313 | 0 | |||
Closing Balance | $ 22,408 | $ 0 | |||
Common Shares And Exchangeable Shares [Member] | |||||
Opening Balance (in shares) | 0 | ||||
Opening Balance | $ 0 | ||||
Closing Balance (in shares) | 72,408,313 | 0 | |||
Closing Balance | $ 72,408 | $ 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 9(vi)), and recorded in stock-based compensation on the unaudited condensed consolidated interim 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 common shares; however, these shares have not yet been issued. | ||||
[2] | In April, 2014, the Company completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,616,062. A former director of the Company 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, the Company issued 575,234 common shares on conversion of the convertible secured promissory note (Note 7). 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, the Company issued 436,908 common shares in exchange for the settlement of $115,223 of unsecured debt. | ||||
[5] | In June 2014, the Company issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875. | ||||
[6] | Immediately following the Merger and the First Closing, 6,000,063 common shares were held by existing Drywave stockholders, 7,735,750 were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of our common shares through their ownership of 100% of the Exchangeable Shares which are held in 1 Special Preferred Share. The Special Preferred Share votes on behalf of the 50,000,000 Exchangeable Shares alongside the common shares of the Company as a single class. | ||||
[7] | Concurrently with the closing of the Merger 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 before legal and other 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 11). 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 April 21, 2015, the Company issued 3,115,000 Units for gross proceeds of $2,492,000 to accredited investors in a fourth closing (the "Fourth Closing"). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other related to the Fourth Closing of $338,960 and issued 311,500 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 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $435,682 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 June 30, 2015, the Company issued 2,035,000 Units for gross proceeds of $1,628,000 to accredited investors in a sixth and final closing (the "Sixth 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 before legal and other costs related to the Sixth Closing of $211,656 and issued 203,500 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 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $74,625 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. | ||||
[10] | 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 before legal and other 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 11). 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 liability on the consolidated statements of operations and comprehensive loss. | ||||
[11] | 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 before legal and other costs related to the Third Closing of $92,690 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 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $143,389 was recorded 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. | ||||
[12] | On May 27, 2015, the Company issued 1,418,750 Units for gross proceeds of $1,135,000 to accredited investors in a fifth closing (the "Fifth 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 before legal and other costs related to the Fifth Closing of $151,975 and issued 141,875 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 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $37,739 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss. |
SHARE CAPITAL (Details Textual)
SHARE CAPITAL (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Jun. 30, 2015USD ($)$ / sharesshares | May. 27, 2015USD ($)$ / sharesshares | Apr. 21, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 27, 2015USD ($)$ / sharesshares | Feb. 26, 2015USD ($)$ / shares$ / perunitshares | Feb. 25, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | May. 30, 2014USD ($)shares | Apr. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2014$ / shares | |
Stock Issued During Period, Value, Stock Options Exercised | $ 228,875 | ||||||||||||||
Share-based Compensation | $ 26,724 | $ 13,550 | $ 1,695,919 | $ 70,679 | |||||||||||
Class of Warrant or Right, Outstanding | shares | 18,049,075 | 18,049,075 | |||||||||||||
Change in fair value of warrant derivative liability | $ (3,496,070) | $ 1,973,654 | |||||||||||||
Unsecured Debt [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 436,908 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 115,223 | ||||||||||||||
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 | $ 2,616,062 | ||||||||||||||
Payments of Stock Issuance Costs | $ 11,609 | ||||||||||||||
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 | ||||||||||||||
First Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 848,822 | ||||||||||||||
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 | $ / perunit | 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 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 773,575 | ||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 50,000,000 | ||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||||
Share Issuance Costs and Warrant Valuation Deduction | $ 4,789,404 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 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 | 6,000,063 | ||||||||||||||
Second Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 141,100 | ||||||||||||||
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 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 121,250 | ||||||||||||||
Change in fair value of warrant derivative liability | $ 207,425 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | ||||||||||||||
Third Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 92,690 | ||||||||||||||
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 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 89,125 | ||||||||||||||
Change in fair value of warrant derivative liability | $ 143,389 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | ||||||||||||||
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% | ||||||||||||||
Fourth Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 338,960 | ||||||||||||||
Stock Units Issued During Period | shares | 3,115,000 | ||||||||||||||
Proceeds From Issuance of Stock Units | $ 2,492,000 | ||||||||||||||
Stock Units Description | Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. | ||||||||||||||
Warrants Exercisable Period | 4 years | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 311,500 | ||||||||||||||
Change in fair value of warrant derivative liability | $ 435,682 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | ||||||||||||||
Fifth Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 151,975 | ||||||||||||||
Stock Units Issued During Period | shares | 1,418,750 | ||||||||||||||
Proceeds From Issuance of Stock Units | $ 1,135,000 | ||||||||||||||
Stock Units Description | Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. | ||||||||||||||
Warrants Exercisable Period | 4 years | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 141,875 | ||||||||||||||
Change in fair value of warrant derivative liability | $ 37,739 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 | ||||||||||||||
Sixth Closing [Member] | |||||||||||||||
Payments of Stock Issuance Costs | $ 211,656 | ||||||||||||||
Stock Units Issued During Period | shares | 2,035,000 | ||||||||||||||
Proceeds From Issuance of Stock Units | $ 1,628,000 | ||||||||||||||
Stock Units Description | Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years | ||||||||||||||
Warrants Exercisable Period | 4 years | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.40 | ||||||||||||||
Class of Warrant or Right, Outstanding | shares | 203,500 | ||||||||||||||
Change in fair value of warrant derivative liability | $ 74,625 | ||||||||||||||
Warrants Exercisable Price Per Warrants | $ / shares | $ 0.80 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, Ending Balance (in shares) | 3,925,707 | |
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 of Options, Cancelled as a result of Merger (in shares) | (3,768,428) | |
Number of Options, Re-issued as a result of Merger (in shares) | 3,768,428 | |
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) | (157,281) | (125,824) |
Number of Options, Outstanding, Ending Balance (in shares) | 3,925,707 | 3,768,428 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in dollars per share) | $ 0.22 | $ 0.19 |
Weighted-Average Exercise Price, Cancelled as a result of Merger (in dollars per share) | 0.22 | |
Weighted-Average Exercise Price, Re-issued as a result of Merger (in dollars per share) | 0.22 | |
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) | 0.23 | 0.17 |
Weighted-Average Exercise Price, Outstanding, Ending Balance (in dollars per share) | $ 0.22 | $ 0.22 |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | 3,925,707 |
Number of Exercisable Options | 3,555,580 |
Stock Option One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.165 |
Number of Options | 531,606 |
Expiry Date | Apr. 1, 2021 |
Number of Exercisable Options | 354,404 |
Stock Option Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.23 |
Number of Options | 159,377 |
Expiry Date | Jun. 20, 2021 |
Number of Exercisable Options | 123,727 |
Stock Option Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.23 |
Number of Options | 2,972,592 |
Expiry Date | Jul. 1, 2021 |
Number of Exercisable Options | 2,972,592 |
Stock Option Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.23 |
Number of Options | 262,132 |
Expiry Date | Feb. 17, 2022 |
Number of Exercisable Options | 104,857 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 17, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,925,707 | 3,925,707 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 10,800,000 | 10,800,000 | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 104,853 | |||||
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 | $ 19,375 | $ 8,454 | 112,400 | $ 44,782 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest one-third on grant date and two thirds equally over the subsequent two years on the anniversary date. | |||||
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 | 4,040 | $ 5,096 | 49,950 | $ 25,897 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest one-third on grant date and two thirds equally over the subsequent two years on the anniversary date. | |||||
Employees and Consultant [Member] | 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 | |||||
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 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Remeasured Fair value | $ 1,259,487 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest May 27, 2015. | |||||
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 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 52,428 | |||||
Allocated Share-based Compensation Expense | $ 3,309 | $ 63,759 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 136,613 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest one third immediately and two thirds over the next two anniversary dates |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Warrants, Outstanding and exercisable, December 31, 2014 and 2013 | shares | 0 |
Number of Warrants, Issued | shares | 18,049,075 |
Number of Warrants, Outstanding and exercisable, September 30, 2015 | shares | 18,049,075 |
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, September 30, 2015 | $ / shares | $ 1.35 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 18,049,075 |
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 |
Warrant Seven [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 | 3,115,000 |
Class Of Warrant Or Right Expiry Date | Apr. 21, 2019 |
Warrant Eight [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 | 311,500 |
Class Of Warrant Or Right Expiry Date | Apr. 21, 2019 |
Warrant Nine [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 | 1,418,750 |
Class Of Warrant Or Right Expiry Date | May 27, 2019 |
Warrant Ten [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 | 141,875 |
Class Of Warrant Or Right Expiry Date | May 27, 2019 |
Warrant Eleven [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 | 2,035,000 |
Class Of Warrant Or Right Expiry Date | Jun. 30, 2019 |
Warrant Twelve [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 | 203,500 |
Class Of Warrant Or Right Expiry Date | Jun. 30, 2019 |
WARRANTS (Details 2)
WARRANTS (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 18,049,075 | |
Warrants and Rights Outstanding | $ 7,450,853 | |
Change in fair value of warrant derivative liability | 1,074,794 | |
Balance at September 30, 2015 | $ 8,525,647 | $ 0 |
Warrants issued in February 26, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 8,509,325 | |
Warrants and Rights Outstanding | $ 550,374 | |
Warrants issued in March 27, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 1,333,750 | |
Warrants and Rights Outstanding | $ 1,036,325 | |
Warrants issued in March 31, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 980,375 | |
Warrants and Rights Outstanding | $ 759,290 | |
Warrants issued in April 21, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 3,426,500 | |
Warrants and Rights Outstanding | $ 2,588,722 | |
Warrants issued in May 27, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 1,560,625 | |
Warrants and Rights Outstanding | $ 1,025,173 | |
Warrants issued in June 30, 2015 financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 2,238,500 | |
Warrants and Rights Outstanding | $ 1,490,969 |
WARRANTS (Details 3)
WARRANTS (Details 3) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 18,049,075 |
Grant date fair value | $ | $ 7,450,853 |
Classes of Warrants 1 [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 16,408,250 |
Expected life in years | 3 years 4 months 28 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.33% |
Dividend rate | 0.00% |
Expected volatility | 55.91% |
Grant date fair value | $ | $ 7,619,516 |
Classes of Warrants 2 [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 1,640,825 |
Expected life in years | 3 years 4 months 28 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.33% |
Dividend rate | 0.00% |
Expected volatility | 55.91% |
Grant date fair value | $ | $ 906,131 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 464,784 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 85,590 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 950,913 |
Warrant Four [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 85,412 |
Warrant Five [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 696,582 |
Warrant Six [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 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% |
Grant date fair value | $ | $ 62,708 |
Warrant Seven [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 3,115,000 |
Expected life in years | 3 years 10 months 6 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.68% |
Dividend rate | 0.00% |
Expected volatility | 51.54% |
Grant date fair value | $ | $ 2,371,956 |
Warrant Eight [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 311,500 |
Expected life in years | 3 years 10 months 6 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.68% |
Dividend rate | 0.00% |
Expected volatility | 51.54% |
Grant date fair value | $ | $ 216,766 |
Warrant Nine [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 1,418,750 |
Expected life in years | 3 years 9 months 4 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.46% |
Dividend rate | 0.00% |
Expected volatility | 51.74% |
Grant date fair value | $ | $ 933,065 |
Warrant Ten [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 141,875 |
Expected life in years | 3 years 9 months 4 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.46% |
Dividend rate | 0.00% |
Expected volatility | 51.74% |
Grant date fair value | $ | $ 92,108 |
Warrant Eleven [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 2,035,000 |
Expected life in years | 3 years 7 months 28 days |
Exercise Price | $ / shares | $ 1.4 |
Risk free rate | 0.37% |
Dividend rate | 0.00% |
Expected volatility | 52.94% |
Grant date fair value | $ | $ 1,356,512 |
Warrant Twelve [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 203,500 |
Expected life in years | 3 years 7 months 28 days |
Exercise Price | $ / shares | $ 0.8 |
Risk free rate | 0.37% |
Dividend rate | 0.00% |
Expected volatility | 52.94% |
Grant date fair value | $ | $ 134,457 |
WARRANTS (Details Textual)
WARRANTS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Increase (Decrease) in Derivative Liabilities | $ 1,074,794 | ||
Fair Value Adjustment of Warrants | $ (3,496,070) | $ 1,973,654 | |
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 Percdentage | 200.00% | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net, Total | 0 | $ (898,860) | |
Increase (Decrease) in Derivative Liabilities | 3,496,070 | (1,074,794) | |
Fair Value Adjustment of Warrants | $ 3,496,070 | $ 1,973,654 | |
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 | ||
Investor [Member] | Accrued Liabilities [Member] | |||
Class of Warrant or Right [Line Items] | |||
Repayments of Debt | $ 12,138 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2015 | Sep. 30, 2015 | |
Other Commitment, Due in Next Twelve Months | $ 135,000 | |
Subsequent Event [Member] | ||
Stock Issued During Period, Shares, New Issues | 20,000 | |
Service Agreements [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 102,500 |
RISK MANAGEMENT (Details Textua
RISK MANAGEMENT (Details Textual) - Maximum [Member] | Sep. 30, 2015CAD |
Canada [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | CAD 100,000 |
Canadian Bank subsidiary [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | CAD 100,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | 1 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 20,000 | |
Investor [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.23 | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 349,522 | |
Investor [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.23 | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 349,522 |